Exhibit 4.1





 





 


DUKE ENERGY CAROLINAS, LLC


 


TO


 


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


Trustee


 


ONE-HUNDRED AND SIXTH SUPPLEMENTAL INDENTURE


 


Dated as of March 4,
2022


 





 






 


CREATING TWO SERIES OF FIRST AND REFUNDING


MORTGAGE BONDS


 


$500,000,000 FIRST AND REFUNDING MORTGAGE BONDS,
2.85% SERIES DUE 2032


$650,000,000
FIRST AND REFUNDING MORTGAGE BONDS, 3.55% SERIES DUE 2052


  


 






 


SUPPLEMENTAL TO


FIRST AND REFUNDING MORTGAGE

DATED AS OF December 1, 1927


  


  


Drawn By and Return To:


Hunton Andrews Kurth LLP

200 Park Avenue


New York, New York 10166


Attention: Brendan P. Harney


 






    


     


    


  


SUPPLEMENTAL INDENTURE, bearing
date as of the 4th day of March, 2022, made and entered into by and between Duke Energy Carolinas, LLC, a limited liability company duly
organized and existing under the laws of the State of North Carolina, hereinafter called the “Company”, party of the first
part, 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, having a corporate trust office at 4655 Salisbury Road, Suite 300, Jacksonville, Florida 32256, hereinafter called the
 “Trustee”, as Trustee, party of the second part. The Trustee is the successor to JPMorgan Chase Bank, N.A. (formerly known
as The Chase Manhattan Bank, formerly known as Chemical Bank (successor to Morgan Guaranty Trust Company of New York)), as Trustee.


 


WHEREAS the Company’s
predecessor is Duke Energy Corporation (formerly known as Duke Power Company), a corporation organized under the laws of the State of
North Carolina, which converted its form of organization on April 3, 2006 from a North Carolina corporation to a North Carolina limited
liability company named “Duke Power Company LLC,” which changed its name to Duke Energy Carolinas, LLC on October 1,
2006; and


 


WHEREAS Duke Power Company,
a New Jersey corporation, hereinafter called the “New Jersey Company”, duly executed and delivered its First and Refunding
Mortgage, dated as of December 1, 1927, to Guaranty Trust Company of New York, as Trustee, to secure its First and Refunding Mortgage
Gold Bonds, to be issued from time to time in series as provided in said Mortgage, and has from time to time duly executed and delivered
supplemental indentures, including supplemental indentures dated as of September 1, 1947 and February 1, 1949, to Guaranty Trust
Company of New York (the corporate name of which has been changed to Morgan Guaranty Trust Company of New York), as Trustee, and a supplemental
indenture dated as of February 1, 1960 to Morgan Guaranty Trust Company of New York, as Trustee, supplementing and modifying said
Mortgage (said Mortgage, as so supplemented and modified by the supplemental indentures dated as of September 1, 1947, February 1,
1949 and February 1, 1960, being hereinafter referred to as the “original indenture”); and


 






    1


     


    




 


WHEREAS bonds of a series
known as the “First and Refunding Mortgage Bonds, 2.65% Series Due 1977” (herein called “bonds of the 2.65% Series”),
bonds of a series known as the “First and Refunding Mortgage Bonds, 2 7/8% Series Due 1979” (herein called “bonds
of the 1979 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 6 3/8% Series Due 1998”
(herein called “bonds of the 1998 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, Pollution
Control Facilities Revenue Refunding Series Due 2014” (herein called “bonds of the 1990 Pollution Control Series”),
bonds of a series known as the “First and Refunding Mortgage Bonds, City of Greensboro Series Due 2027” (herein called
 “bonds of the 2027 City of Greensboro Series”), bonds of a series known as the “First and Refunding Mortgage Bonds,
Medium-Term Notes Series” (herein called “bonds of the Medium-Term Notes Series”), bonds of a series known as the “First
and Refunding Mortgage Bonds, 6 5/8% Series B Due 2003” (herein called “bonds of the 2003 Series B”), bonds
of a series known as the “First and Refunding Mortgage Bonds, 6 3/8% Series Due 2008” (herein called “bonds of
the 2008 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 5 7/8% Series C Due 2003”
(herein called “bonds of the 2003 Series C”), bonds of a series known as the “First and Refunding Mortgage Bonds,
Pollution Control Facilities Revenue Refunding Series Due 2014” (herein called “bonds of the 1993 Pollution Control Series”),
bonds of a series known as the “First and Refunding Mortgage Bonds, 6 1/4% Series B 2004” (herein called “bonds
of the 2004 Series B”), bonds of a series known as the “First and Refunding Mortgage Bonds, 7% Series Due 2033”
(herein called “bonds of the 2033 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 6 7/8%
Series B Due 2023” (herein called “bonds of the 2023 Series B”), bonds of a series known as the “First
and Refunding Mortgage Bonds, 6 3/4% Series Due 2025” (herein called “bonds of the 2025 Series”), bonds of a series
known as the “First and Refunding Mortgage Bonds, 7 7/8% Series Due 2024” (herein called “bonds of the 2024 Series”),
bonds of a series known as the “First and Refunding Mortgage Bonds, 7 1/2% Series B Due 2025” (herein called “bonds
of the 2025 Series B”), bonds of a series known as the “First and Refunding Mortgage Bonds, 7 1/2% Series Due 1999”
(herein called “bonds of the 1999 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 7% Series Due
2000” (herein called “bonds of the 2000 Series”), bonds of a series known as the “First and Refunding Mortgage
Bonds, 7% Series B Due 2000” (herein called “bonds of the 2000 Series B”), bonds of a series known as the
 “First and Refunding Mortgage Bonds, 6.625% Series Due 2003” (herein called “bonds of the 2003 Series”),
bonds of a series known as the “First and Refunding Mortgage Bonds, 9 5/8% Series Due 2020” (herein called “bonds
of the 9 5/8% Series due 2020”), bonds of a series known as the “First and Refunding Mortgage Bonds, 8 3/4% Series Due
2021” (herein called “bonds of the 2021 Series”), bonds of a series known as “First and Refunding Mortgage Bonds,
7% Series Due 2005” (herein called “bonds of the 2005 Series”), bonds of a series known as “First and Refunding
Mortgage Bonds, 3.75% Series A Due 2008” (herein called “bonds of the 3.75% Series A”), bonds of series known
as “First and Refunding Mortgage Bonds, 3.75% Series B Due 2008” (herein called “bonds of the 3.75% Series B,”
and together with the bonds of the 3.75% Series A, the “bonds of the 3.75% Series”), bonds of a series known as “First
and Refunding Mortgage Bonds, 7 3/8% Series Due 2023” (herein called “bonds of the 7 3/8% Series”), bonds of a
series known as “First and Refunding Mortgage Bonds, 4 1/2% Series Due 2010” (herein called “bonds of the 4 1/2%
Series”), bonds of a series known as “First and Refunding Mortgage Bonds, 5.30% Series Due 2015” (herein called
 “bonds of the 5.30% Series”), bonds of a series known as “First and Refunding Mortgage Bonds, 5.25% Series Due
2018” (herein called “bonds of the 5.25% Series”), bonds of a series known as “First and Refunding Mortgage Bonds,
6.00% Series Due 2038” (herein called “bonds of the 6.00% Series”), bonds of a series known as “First and
Refunding Mortgage Bonds, 2007A Pledge Series Due 2040” (herein called “bonds of the 2007A Pledge Series”), bonds
of a series known as “First and Refunding Mortgage Bonds, 2007B Pledge Series Due 2040” (herein called “bonds of
the 2007B Pledge Series”), bonds of a series known as “First and Refunding Mortgage Bonds, 5.10% Series B Due 2018”
(herein called “bonds of the 5.10% Series”), bonds of a series known as “First and Refunding Mortgage Bonds, 6.05% Series B
Due 2038” (herein called “bonds of the 6.05% Series”), bonds of a series known as “First and Refunding Mortgage
Bonds, 7.00% Series C Due 2018 (herein called “bonds of the 2018 Series C”), bonds of a series known as “First
and Refunding Mortgage Bonds, 5.30% Series Due 2040” (herein called “bonds of the 2040 Series”), bonds of a series
known as “First and Refunding Mortgage Bonds, 4.30% Series due 2020”(herein called “bonds of the 2020 Series”),
bonds of a series known as “First and Refunding Mortgage Bonds, Solid Waste Disposal Revenue Bonds Series 2010A Due 2031”
(herein called “bonds of the 2010A Solid Waste Disposal Series”), bonds of a series known as “First and Refunding Mortgage
Bonds, Solid Waste Disposal Revenue Bonds Series 2010B Due 2031” (herein called “bonds of the 2010B Solid Waste Disposal
Series”), bonds of a series known as “First and Refunding Mortgage Bonds, Solid Waste Disposal Revenue Bonds Series 2010C
Due 2040” (herein called “bonds of the 2010C Solid Waste Disposal Series”), bonds of a series known as “First
and Refunding Mortgage Bonds, Solid Waste Disposal Revenue Bonds Series 2010D Due 2040 (herein called “bonds of the 2010D Solid
Waste Disposal Series”), bonds of a series known as “First and Refunding Mortgage Bonds, 3.90% Series due 2021”
(herein called “bonds of the 3.90% Series”), bonds of a series known as “First and Refunding Mortgage Bonds, 1.75% Series due
2016” (herein called “bonds of the 1.75% Series”), bonds of a series known as “First and Refunding Mortgage Bonds,
4.25% Series due 2041” (herein called “bonds of the 4.25% Series”), bonds of a series known as “First and
Refunding Mortgage Bonds, 4.00% Series due 2042” (herein called “bonds of the 4.00% Series”), bonds of a series
known as “First and Refunding Mortgage Bonds, 3.75% Series due 2045” (herein called “bonds of the 3.75% Series due
2045”), bonds of a series known as “First and Refunding Mortgage Bonds, 2.500% Series due 2023” (herein called
 “bonds of the 2.500% Series due 2023”), bonds of a series known as “First and Refunding Mortgage Bonds, 3.875%
Series due 2046” (herein called “bonds of the 3.875% Series due 2046”), bonds of a series known as “First
and Refunding Mortgage Bonds, 2.95% Series due 2026” (herein called “bonds of the 2.95% Series due 2026”),
bonds of a series known as “First and Refunding Mortgage Bonds, 3.70% Series due 2047” (herein called “bonds of
the 3.70% Series due 2047”), bonds of a series known as “First and Refunding Mortgage Bonds, 3.05% Series due 2023”
(herein called “bonds of the 3.05% Series due 2023”), bonds of a series known as “First and Refunding Mortgage
Bonds, 3.95% Series due 2048 (herein called “bonds of the 3.95% Series due 2048”), bonds of a series known as “First
and Refunding Mortgage Bonds, 3.35% Series due 2022” (herein called “bonds of the 3.35% Series due 2022”),
bonds of a series known as “First and Refunding Mortgage Bonds, 3.95% Series due 2028” (herein called “bonds of
the 3.95% Series due 2028”), bonds of a series known as “First and Refunding Mortgage Bonds, 2.45% Series due 2029”
(herein called “bonds of the 2.45% Series due 2029”), bonds of a series known as “First and Refunding Mortgage
Bonds, 3.20% Series due 2049” (herein called “bonds of the 3.20% Series due 2049”), bonds of a series known
as “First and Refunding Mortgage Bonds, 2.45% Series due 2030” (herein called “bonds of the 2.45% Series due
2030”), bonds of a series known as “First and Refunding Mortgage Bonds, 2.55% Series due 2031” (herein called “bonds
of the 2.55% Series due 2031”), bonds of a series known as “First and Refunding Mortgage Bonds, 3.45% Series due
2051” (herein called “bonds of the 3.45% Series due 2051”) and such other bonds that have heretofore been issued
and (except for bonds of the 2.65% Series, bonds of the 1979 Series, bonds of the 1998 Series, bonds of the 1990 Pollution Control Series,
bonds of the Medium Term Notes Series, bonds of the 2003 Series B, bonds of the 2008 Series, bonds of the 2003 Series C, bonds
of the 1993 Pollution Control Series, bonds of the 2004 Series B, bonds of the 2033 Series, bonds of the 2023 Series B, bonds
of the 2025 Series, bonds of the 2024 Series, bonds of the 2025 Series B, bonds of the 1999 Series, bonds of the 2000 Series, bonds
of the 2000 Series B, bonds of the 2003 Series, bonds of the 9 5/8% Series due 2020, bonds of the 2021 Series, bonds of the
2005 Series, bonds of the 3.75% Series, bonds of the 7 3/8% Series, bonds of the 2007A Pledge Series, bonds of the 2007B Pledge Series,
bonds of the 4 1/2% Series, bonds of the 5.30% Series, bonds of a series known as “First and Refunding Mortgage Bonds, Pollution
Control Facilities Revenue Refunding Series Due 2017,” bonds of the 1.75% Series, bonds of the 5.25% Series, bonds of the 5.10%
Series, bonds of the 2018 Series C, bonds of the 2020 Series, bonds of the 2007A Pledge Series, bonds of the 2007B Pledge Series,
bonds of the 2010A Solid Waste Disposal Series, bonds of the 2010B Solid Waste Disposal Series, bonds of the 3.90% Series, and other such
bonds which have been redeemed or retired in their entirety) are the only bonds now outstanding under the original indenture as heretofore
supplemented; and


 






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WHEREAS the Company has duly
executed and delivered a supplemental indenture, dated as of June 15, 1964, to Morgan Guaranty Trust Company of New York, as Trustee,
for the purpose of evidencing the succession by merger of the Company to the New Jersey Company and the assumption by the Company of the
covenants and conditions of the New Jersey Company in the original indenture and to enable the Company to have and exercise the powers
and rights of the New Jersey Company under the original indenture in accordance with the terms thereof and whereby the Company assumed
and agreed to pay duly and punctually the principal of and interest on the bonds issued under the original indenture in accordance with
the provisions of said bonds and the coupons thereto appertaining and the original indenture, and agreed to perform and fulfill all the
terms, covenants and conditions of the original indenture binding upon the New Jersey Company, and


 


WHEREAS Morgan Guaranty Trust
Company of New York resigned as Trustee under the original indenture as heretofore supplemented and Chemical Bank was appointed successor
Trustee, said resignation and appointment having taken effect on August 30, 1994 pursuant to an Instrument of Resignation, Appointment
and Acceptance dated as of August 30, 1994 among the Company, Morgan Guaranty Trust Company of New York, as Trustee, and Chemical
Bank (now known as JPMorgan Chase Bank, N.A.), as successor Trustee; and


 


WHEREAS JPMorgan Chase Bank,
N.A. resigned as Trustee and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.)
was appointed successor Trustee, said resignation and appointment having taken effect on September 24, 2007 pursuant to an Instrument
of Resignation, Appointment and Acceptance dated as of September 24, 2007 among the Company, JPMorgan Chase Bank, N.A., as Trustee,
and The Bank of New York Mellon Trust Company, N.A., as successor Trustee; and


 






    3


     


    

 


WHEREAS the Company desires
to create under the original indenture, as heretofore supplemented and as to be supplemented by this supplemental indenture, two new series
of bonds, to be known as its “First and Refunding Mortgage Bonds, 2.85% Series due 2032,” and its “First and Refunding
Mortgage Bonds, 3.55% Series due 2052,” and to determine the terms and provisions and the form of the bonds of each such series;
and


  


WHEREAS for the purposes hereinabove
recited, and pursuant to due limited liability company action, the Company has duly determined to execute and deliver to the Trustee a
supplemental indenture in the form hereof supplementing the original indenture (the original indenture, as previously supplemented by
supplemental indentures and as hereby supplemented, being sometimes hereinafter referred to as the “Indenture”); and


 


WHEREAS all conditions and
requirements necessary to make this supplemental indenture a valid, legal and binding instrument in accordance with its terms have been
done and performed, and the execution and delivery hereof have been in all respects duly authorized:


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


That in consideration of the
premises and of the sum of one dollar duly paid by the Company to the Trustee at or before the execution and delivery of these presents,
the receipt whereof is hereby acknowledged, the Company hereby covenants and agrees with the Trustee and its successors in the trust under
the Indenture as follows:


 


PART One.


 


SECTION 1.         Bonds
of the 2.85% Series


 


Section 1.1.           The
Company hereby creates a new series of bonds to be issued under and secured by the Indenture and known as its First and Refunding Mortgage
Bonds, 2.85% Series due 2032 (herein called “bonds of the 2.85% Series”) and the Company hereby establishes, determines
and fixes the terms and provisions of the bonds of the 2.85% Series as hereinafter in this Section 1 set forth.


 


Each bond of the 2.85% Series shall
be dated the date of its authentication (except that if any such bond shall be authenticated on any interest payment date, it shall be
dated the following day) and interest shall be payable on the principal represented thereby commencing September 15, 2022, from March 15
or September 15, as the case may be, next preceding the date thereof to which interest has been paid, unless such date of authentication
is prior to September 15, 2022, in which case interest shall be payable from March 4, 2022; provided, however,
that interest shall be payable on each bond of the 2.85% Series authenticated after the record date (as defined in the next succeeding
paragraph of this Section 1.1) with respect to any interest payment date and prior to such interest payment date, only from such
interest payment date.


 


Interest on any bond of the
2.85% Series shall be paid to the person who, according to the bond register of the Company, is the registered holder of such bond
of the 2.85% Series at the close of business on the applicable record date, and such interest payments shall be made by check mailed
to such registered holder at his last address shown on such bond register or, at the option of the Company, 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 of payment by the Person entitled thereto (provided, that if the bonds of the 2.85% Series are represented
by Global Securities held by the Depositary, payment may be made pursuant to the procedures of the Depositary); provided, however,
that, if the Company shall default in the payment of the interest due on any interest payment date on any bond of the 2.85% Series, such
defaulted interest shall be paid to the registered holder of such bond (or any bond or bonds of the 2.85% Series issued upon transfer,
exchange or substitution thereof) on the date of subsequent payment of such defaulted interest or, at the election of the Company, to
the person in whose name such bond (or any bond or bonds of the 2.85% Series issued upon transfer, exchange or substitution thereof)
is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of all bonds
of the 2.85% Series not less than ten (10) days preceding such subsequent record date. The term “record date” as
used in this Section 1.1 shall mean, with respect to any semi-annual interest payment date, the close of business on (i) the
business day immediately preceding such interest payment date so long as the bonds of the 2.85% Series remain in book-entry only
form or (ii) the fifteenth calendar day immediately preceding such interest payment date if any of the bonds of the 2.85% Series do
not remain in book-entry only form, in each case, whether or not a business day, or, in the case of a payment of defaulted interest, the
close of business on any subsequent record date established as provided above.


 






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Section 1.2.           All
bonds of the 2.85% Series shall mature as to principal on March 15, 2032 and shall bear interest at a rate of 2.85% per annum,
payable semi-annually on the 15th day of March and September in each year, commencing on the 15th day
of September, 2022. Interest on the bonds of the 2.85% Series will be computed on the basis of a 360-day year consisting of twelve
30-day months.


 


Section 1.3.           The
bonds of the 2.85% Series shall be fully registered bonds, without coupons, in denominations of two thousand dollars ($2,000) and
integral multiples of one thousand dollars ($1,000) in excess thereof, all such bonds to be numbered, and shall be transferable and exchangeable
as provided in the form of bond set forth as Exhibit A to this supplemental indenture. The provisions of §1.19 and any other
provision in the Indenture in respect of coupon bonds or reservation of coupon bond numbers shall be inapplicable to the bonds of the
2.85% Series.


 


Section 1.4.           Prior
to December 15, 2031 (the “2032 Par Call Date”), the Company may redeem at its option the bonds of the 2.85% Series,
in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded
to three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal
and interest thereon discounted to the redemption date (assuming the bonds of the 2.85% Series matured on the 2032 Par Call Date)
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate applicable to the bonds of the
2.85% Series plus 20 basis points less (b) interest accrued to the redemption date; and 100% of the principal amount of the
bonds of the 2.85% Series to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption
date. 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.


 


On
or after the 2032 Par Call Date, the Company may redeem at its option the bonds of the 2.85% Series, in whole or in part, at any
time and from time to time, at a redemption price equal to 100% of the principal amount of the bonds of the 2.85% Series to be redeemed
plus accrued and unpaid interest thereon to, but excluding, the redemption date.


 


The bonds of the 2.85% Series are
also subject to redemption through the operation of the Replacement Fund provided in Part Two of this supplemental indenture or through
the application of moneys paid to the Trustee pursuant to the provisions of §5.05 of the Indenture, at any time or from time to time
prior to maturity, upon prior notice as hereinafter provided, at the redemption prices specified in the fifth paragraph of the reverse
side of the form of bond set forth as Exhibit A to this supplemental indenture, together with interest accrued thereon to the date
fixed for redemption thereof.


 






    5


     


    

 


In the event that any redemption
date is not a business day, the Company shall pay the redemption price on the next business day without any interest or other payment
due to the delay.


  


All
such redemptions of bonds of the 2.85% Series shall be effected as provided in Article 3 of the Indenture except that, in case
a part only of the bonds of the 2.85% Series is to be paid and redeemed, the particular bonds or part thereof shall be selected by
the Trustee in such manner as the Trustee in its uncontrolled discretion shall determine to be fair and in any case where several bonds
are registered in the same name, the Trustee may treat the aggregate principal amount so registered as if it were represented by one bond
and except that when bonds are redeemed in part only the notice given to any particular holder need state only the principal amount
of the bonds of that holder which is to be redeemed and except that notice to the holders of bonds to be redeemed shall be given by mailing
to such holders a notice of such redemption, first class mail postage prepaid, not later than the tenth day, and not earlier than the
sixtieth day, before the date fixed for redemption, at their last addresses as they shall appear upon the bond register of the Company.
Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder
receives such notice; and failure duly to give such notice by mail, or any defect in such notice, to the holder of any bond designated
for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other bond. No publication
of notice of such redemption shall be required.


 


Section 1.5.           The
limit upon the aggregate principal amount of the bonds of the 2.85% Series which may be authenticated and delivered pursuant to this
supplemental indenture shall initially be $500,000,000. Notwithstanding the foregoing, the Company may, without the consent of the holders
of the bonds of the 2.85% Series, reopen the bonds of the 2.85% Series and issue an unlimited amount of additional bonds having the
same ranking, interest rate, maturity and other terms (except for the price to the public, the issue date, and, if applicable, the initial
interest accrual date and the first interest payment date) as the bonds of the 2.85% Series authenticated and delivered pursuant
to this supplemental indenture; provided, that, the Company may reopen the bonds of the 2.85% Series only if the additional bonds
issued will be fungible for United States federal income tax purposes with the bonds of the 2.85% Series authenticated and delivered
pursuant to this supplemental indenture. Any such additional bonds will be consolidated with and form a single series of bonds under the
Indenture with the bonds of the 2.85% Series authenticated and delivered pursuant to this supplemental indenture.


 


Section 1.6.           The
place or places of payment (as to principal and premium, if any, and interest), redemption, transfer, exchange and registration of the
bonds of the 2.85% Series shall be the office or offices or the agency or agencies of the Company in the Borough of Manhattan, The
City of New York, designated from time to time by the Board of Directors of the Company (provided, that if the bonds of the 2.85% Series are
represented by Global Securities held by or on behalf of the Depositary, the procedures of the Depositary may be followed for any action
under this Section 1.6).


 


Section 1.7.
           The form of the bonds of the 2.85% Series and the certificate of the Trustee to be endorsed on such bonds,
respectively, shall be in substantially the form set forth in Exhibit A hereto.


 


SECTION 2.          Bonds
of the 3.55% Series


 


Section 2.1.           The
Company hereby creates a new series of bonds to be issued under and secured by the Indenture and known as its First and Refunding Mortgage
Bonds, 3.55% Series due 2052 (herein called “bonds of the 3.55% Series”) and the Company hereby establishes, determines
and fixes the terms and provisions of the bonds of the 3.55% Series as hereinafter in this Section 2 set forth.


 


Each bond of the 3.55% Series shall
be dated the date of its authentication (except that if any such bond shall be authenticated on any interest payment date, it shall be
dated the following day) and interest shall be payable on the principal represented thereby commencing September 15, 2022, from March 15
or September 15, as the case may be, next preceding the date thereof to which interest has been paid, unless such date of authentication
is prior to September 15, 2022, in which case interest shall be payable from March 4, 2022; provided, however,
that interest shall be payable on each bond of the 3.55% Series authenticated after the record date (as defined in the next succeeding
paragraph of this Section 2.1) with respect to any interest payment date and prior to such interest payment date, only from such
interest payment date.


 






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Interest on any bond of the
3.55% Series shall be paid to the person who, according to the bond register of the Company, is the registered holder of such bond
of the 3.55% Series at the close of business on the applicable record date, and such interest payments shall be made by check mailed
to such registered holder at his last address shown on such bond register or, at the option of the Company, 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 of payment by the Person entitled thereto (provided, that if the bonds of the 3.55% Series are represented
by Global Securities held by the Depositary, payment may be made pursuant to the procedures of the Depositary); provided, however,
that, if the Company shall default in the payment of the interest due on any interest payment date on any bond of the 3.55% Series, such
defaulted interest shall be paid to the registered holder of such bond (or any bond or bonds of the 3.55% Series issued upon transfer,
exchange or substitution thereof) on the date of subsequent payment of such defaulted interest or, at the election of the Company, to
the person in whose name such bond (or any bond or bonds of the 3.55% Series issued upon transfer, exchange or substitution thereof)
is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of all bonds
of the 3.55% Series not less than ten (10) days preceding such subsequent record date. The term “record date” as
used in this Section 2.1 shall mean, with respect to any semi-annual interest payment date, the close of business on (i) the
business day immediately preceding such interest payment date so long as the bonds of the 3.55% Series remain in book-entry only
form or (ii) the fifteenth calendar day immediately preceding such interest payment date if any of the bonds of the 3.55% Series do
not remain in book-entry only form, in each case, whether or not a business day, or, in the case of a payment of defaulted interest, the
close of business on any subsequent record date established as provided above.


 


Section 2.2.           All
bonds of the 3.55% Series shall mature as to principal on March 15, 2052 and shall bear interest at a rate of 3.55% per annum,
payable semi-annually on the 15th day of March and September in each year, commencing on the 15th day
of September, 2022. Interest on the bonds of the 3.55% Series will be computed on the basis of a 360-day year consisting of twelve
30-day months.


 


Section 2.3.           The
bonds of the 3.55% Series shall be fully registered bonds, without coupons, in denominations of two thousand dollars ($2,000) and
integral multiples of one thousand dollars ($1,000) in excess thereof, all such bonds to be numbered, and shall be transferable and exchangeable
as provided in the form of bond set forth as Exhibit B to this supplemental indenture. The provisions of §1.19 and any other
provision in the Indenture in respect of coupon bonds or reservation of coupon bond numbers shall be inapplicable to the bonds of the
3.55% Series.


 


Section 2.4.           Prior
to September 15, 2051 (the “2052 Par Call Date”), the Company may redeem at its option the bonds of the 3.55% Series,
in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded
to three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal
and interest thereon discounted to the redemption date (assuming the bonds of the 3.55% Series matured on the 2052 Par Call Date)
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate applicable to the bonds of the
3.55% Series plus 25 basis points less (b) interest accrued to the redemption date; and 100% of the principal amount of the
bonds of the 3.55% Series to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption
date. 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.


 






    7


     


    

  


On or after the 2052 Par Call
Date, the Company may redeem at its option the bonds of the 3.55% Series, in whole or in part, at any time and from time to time, at a
redemption price equal to 100% of the principal amount of the bonds of the 3.55% Series to be redeemed plus accrued and unpaid interest
thereon to, but excluding, the redemption date.


 


The bonds of the 3.55% Series are
also subject to redemption through the operation of the Replacement Fund provided in Part Two of this supplemental indenture or through
the application of moneys paid to the Trustee pursuant to the provisions of §5.05 of the Indenture, at any time or from time to time
prior to maturity, upon prior notice as hereinafter provided, at the redemption prices specified in the fifth paragraph of the reverse
side of the form of bond set forth as Exhibit B to this supplemental indenture, together with interest accrued thereon to the date
fixed for redemption thereof.


 


In the event that any redemption
date is not a business day, the Company shall pay the redemption price on the next business day without any interest or other payment
due to the delay.


 


All
such redemptions of bonds of the 3.55% Series shall be effected as provided in Article 3 of the Indenture except that, in case
a part only of the bonds of the 3.55% Series is to be paid and redeemed, the particular bonds or part thereof shall be selected by
the Trustee in such manner as the Trustee in its uncontrolled discretion shall determine to be fair and in any case where several bonds
are registered in the same name, the Trustee may treat the aggregate principal amount so registered as if it were represented by one bond
and except that when bonds are redeemed in part only the notice given to any particular holder need state only the principal amount
of the bonds of that holder which is to be redeemed and except that notice to the holders of bonds to be redeemed shall be given by mailing
to such holders a notice of such redemption, first class mail postage prepaid, not later than the tenth day, and not earlier than the
sixtieth day, before the date fixed for redemption, at their last addresses as they shall appear upon the bond register of the Company.
Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder
receives such notice; and failure duly to give such notice by mail, or any defect in such notice, to the holder of any bond designated
for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other bond. No publication
of notice of such redemption shall be required.


 


Section 2.5.          The
limit upon the aggregate principal amount of the bonds of the 3.55% Series which may be authenticated and delivered pursuant to this
supplemental indenture shall initially be $650,000,000. Notwithstanding the foregoing, the Company may, without the consent of the holders
of the bonds of the 3.55% Series, reopen the bonds of the 3.55% Series and issue an unlimited amount of additional bonds having the
same ranking, interest rate, maturity and other terms (except for the price to the public, the issue date, and, if applicable, the initial
interest accrual date and the first interest payment date) as the bonds of the 3.55% Series authenticated and delivered pursuant
to this supplemental indenture; provided, that, the Company may reopen the bonds of the 3.55% Series only if the additional bonds
issued will be fungible for United States federal income tax purposes with the bonds of the 3.55% Series authenticated and delivered
pursuant to this supplemental indenture. Any such additional bonds will be consolidated with and form a single series of bonds under the
Indenture with the bonds of the 3.55% Series authenticated and delivered pursuant to this supplemental indenture.


 


Section 2.6.           The
place or places of payment (as to principal and premium, if any, and interest), redemption, transfer, exchange and registration of the
bonds of the 3.55% Series shall be the office or offices or the agency or agencies of the Company in the Borough of Manhattan, The
City of New York, designated from time to time by the Board of Directors of the Company (provided, that if the bonds of the 3.55% Series are
represented by Global Securities held by or on behalf of the Depositary, the procedures of the Depositary may be followed for any action
under this Section 2.6).


 






    8


     


    

  


Section 2.7.          The
form of the bonds of the 3.55% Series and the certificate of the Trustee to be endorsed on such bonds, respectively, shall be in
substantially the form set forth in Exhibit B hereto.


 


PART Two.


 


REPLACEMENT FUND.


 


SECTION 1.      So long as any of the bonds of the 2.85% Series or the 3.55% Series are outstanding, the Company will
continue to maintain the Replacement Fund set forth in, and in accordance with the applicable terms and conditions now contained in,
Part Two of the supplemental indenture dated as of February 1, 1949, and the covenants on the part of the Company
contained in such Part Two shall continue and remain in full force and effect, whether or not bonds of the 1979 Series are
outstanding and to the same extent as though the words “or any bonds of the 2.85% Series or the 3.55% Series” were
inserted after the word “Series” appearing in the second line of Section 1 and the second line of Section 4 of
said Part Two of said supplemental indenture dated as of February 1, 1949.


 


SECTION 2.      If
at any time (a) any of the bonds of the 2.85% Series or the 3.55% Series  are outstanding and (b) no Outstanding Mortgage
Bonds (as defined in Section 1 of Part Three of this supplemental indenture) entitled to the benefit of the Replacement Fund
are outstanding and (c) cash which shall have been deposited with the Trustee pursuant to such Replacement Fund shall not within
five years from the date of deposit thereof have been paid out, or used or set aside by the Trustee for the payment, purchase or redemption
of bonds, pursuant to such Replacement Fund, such cash shall, if in excess of fifty thousand dollars ($50,000), be applied to the redemption
of bonds of the 2.85% Series and the 3.55% Series on a pro rata basis as between such series in an aggregate principal amount
sufficient to exhaust as nearly as possible the full amount of such cash. Anything in Section 5 of Part Two of the aforesaid
supplemental indenture dated as of February 1, 1949, in Section 3 of Part Two of the supplemental indentures dated as of
May 1, 1993, July 1, 1993, August 1, 1993, August 20, 1993, May 1, 1994, February 25, 2003, March 21,
2003 and September 23, 2003, in Section 3 of Part Three of the supplemental indenture dated as of March 1, 1990 and
in Section 5 of Part Four of the supplemental indenture dated as of March 1, 1993 to the contrary notwithstanding, no cash
shall be paid over to the Company thereunder if at the time any bonds of the 2.85% Series or the 3.55% Series are then outstanding,
and such cash shall in such event be applied as in this Part Two set forth.


 


SECTION 3.      Whenever
all of the bonds of the 2.85% Series or the 3.55% Series and all of the Outstanding Mortgage Bonds entitled to the benefit of
the Replacement Fund shall have been paid, purchased or redeemed, the Trustee shall, upon application of the Company, pay to or upon the
order of the Company all cash theretofore deposited with the Trustee pursuant to the provisions of the Replacement Fund and not previously
disposed of pursuant to the provisions of the Replacement Fund, and shall deliver to the Company any bonds which shall theretofore have
been deposited with the Trustee pursuant to the provisions of the Replacement Fund or paid, purchased or redeemed pursuant to the provisions
of the Replacement Fund.


 






    9


     


    

 


PART Three.


 


ADDITIONAL COVENANTS OF THE COMPANY


 


SECTION 1.      Whether
or not the covenants on the part of the Company contained in Part Three of the supplemental indenture dated as of February 1,
1949 are modified with the consent of the holders of bonds of the 2027 City of Greensboro Series, the 6.00% Series, the 6.05% Series,
the 2040 Series, the 2020 Series, the 2010C Solid Waste Disposal Series, the 2010D Solid Waste Disposal Series, the 3.90% Series, the
4.25% Series or the 4.00% Series (collectively, the “Outstanding Mortgage Bonds”), such covenants on the part of
the Company contained in said Part Three shall continue and remain in full force and effect so long as any of the bonds of the 2.85%
Series or the 3.55% Series are outstanding and to the same extent as though the words “or so long as any bonds of the
2.85% Series or the 3.55% Series are outstanding” were inserted after the words “so long as any of the bonds of
the 1979 Series or any bonds of the 2.65% Series are outstanding” wherever such words appear in said Part Three of
the supplemental indenture dated as of February 1, 1949.


  


SECTION 2.      Whether
or not the second sentence of paragraph (a) of §2.08 of the original indenture (making certain provisions for the definition
of the term “net amount” applicable while bonds of the 2.65% Series were outstanding and which was originally set forth
in Section 4 of Article One of the supplemental indenture dated as of September 1, 1947 and which is corrected and clarified
by Section 2 of Part Four of the supplemental indenture dated as of February 1, 1968) is modified with the consent of the
holders of any of the Outstanding Mortgage Bonds, said sentence shall continue and remain in full force and effect so long as any bonds
of the 2.85% Series or the 3.55% Series are outstanding, and with the same force and effect as though said sentence had stated
that such provisions were to be applicable so long as any of the bonds of the 2.85% Series or the 3.55% Series are outstanding.


 


PART Four.


 


GLOBAL SECURITIES; TRANSFER AND EXCHANGE


 


SECTION 1.      The
bonds of the 2.85% Series 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, bonds
of the 2.85% Series represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise
be issuable as, bonds of the 2.85% Series in definitive form. The Global Securities described in this Part Four 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.


 


None of the Company, the Trustee
nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.


 


A Global Security shall be
exchangeable for bonds of the 2.85% Series registered in the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company 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 Company within 90 days of receipt by the Company 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 Company within 90 days after it becomes aware of such
cessation, (ii) an Event of Default has occurred and is continuing with respect to the bonds of the 2.85% Series or (iii) the
Company 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 bonds of the 2.85% Series registered
in such names as the Depositary shall direct.


 






    10


     


    

 


SECTION 2.      The
bonds of the 3.55% Series 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, bonds
of the 3.55% Series represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise
be issuable as, bonds of the 3.55% Series in definitive form. The Global Securities described in this Part Four 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.


  


None of the Company, the Trustee
nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.


 


A Global Security shall be
exchangeable for bonds of the 3.55% Series registered in the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company 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 Company within 90 days of receipt by the Company 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 Company within 90 days after it becomes aware of such
cessation, (ii) an Event of Default has occurred and is continuing with respect to the bonds of the 3.55% Series or (iii) the
Company 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 bonds of the 3.55% Series registered
in such names as the Depositary shall direct.


 


SECTION 3.      Depository
Legend. Each of the Global Securities shall bear the following legend (the “Depository Legend”) on the face thereof:


 


“UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY 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 OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.”


 


SECTION 4.      Transfer
and Exchange.


 


(a)        Every
bond of the 2.85% Series or the 3.55% Series presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing.


 






    11


     


    

 


(b)       No
service charge shall be made for any registration of transfer or exchange of bonds of the 2.85% Series or the 3.55% Series, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
registration or transfer or exchange of bonds of the 2.85% Series or the 3.55% Series.


 


SECTION 5.      Definitions.
The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms
used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.


 


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


 


“Depositary” means
a clearing agency registered under the Exchange Act that is designated to act as Depositary for the bonds of the 2.85% Series or
the 3.55% Series, which Depositary shall initially be The Depository Trust Company.


 


“Depository Legend”
means a legend set forth in Section 2 of this Part Four.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Global Security”
means a bond of the 2.85% Series or the 3.55% Series in global form.


 


“Holder” means
a Person in whose name a bond of the 2.85% Series or the 3.55% Series is registered in the registration books maintained by
the Trustee.


 


“Person”
means any individual, corporation, partnership, limited liability company or corporation, joint venture, trust, unincorporated organization
or government or any agency or political subdivision thereof.


 


“Treasury
Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two
paragraphs.


 


The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities—Treasury constant maturities — Nominal” (or any successor
caption or heading). In determining the Treasury Rate, the Company shall select, as applicable:


 


		•	the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the 2032 Par Call Date
or the 2052 Par Call Date, as applicable (the “Remaining Life”); or



 


		•	if there is no such Treasury constant maturity on H.15 exactly equal to the applicable Remaining Life, the two yields—one yield
corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than such Remaining Life—and shall interpolate to the 2032 Par Call Date or the 2052 Par Call
Date, as applicable, on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal
places; or



 






    12


     


    

 


		•	if there is no such Treasury constant maturity on H.15 shorter than or longer than the applicable Remaining Life, the yield for the
single Treasury constant maturity on H.15 closest to such Remaining Life. For purposes of this clause, the applicable Treasury constant
maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the redemption date.



  


If on the third business day preceding the redemption
date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding
such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the 2032 Par Call Date
or the 2052 Par Call Date, as applicable. If there is no United States Treasury security maturing on the 2032 Par Call Date or the 2052
Par Call Date, as applicable, but there are two or more United States Treasury securities with a maturity date equally distant from such
Par Call Date, one with a maturity date preceding such Par Call Date and one with a maturity date following such Par Call Date, the Company
shall select the United States Treasury security with a maturity date preceding such Par Call Date. If there are two or more United States
Treasury securities maturing on the 2032 Par Call Date or the 2052 Par Call Date, as applicable, or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such
United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of
this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of
the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury
security, and rounded to three decimal places.


 


The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.


 


The Trustee shall have no obligation or duty whatsoever
to determine, or to verify the Company’s calculations of, the redemption price.


 


PART Five.


 


MISCELLANEOUS.


 


SECTION 1.


 


(a)        For
the purposes of §2.10 of the Indenture and for the purposes of any modification of the provisions of the Replacement Fund referred
to in Part Two of this supplemental indenture, the covenants and provisions on the part of the Company which are set forth or incorporated
in Part Two of this supplemental indenture shall be for the benefit only of the holders of the bonds of the 2.85% Series and
the 3.55% Series. Such covenants and provisions shall remain in force and be applicable only so long as any bonds of the 2.85% Series or
the 3.55% Series shall be outstanding, and, subject to the provisions of paragraph (2) of subdivision (c) of §10.01
of the Indenture, any such covenants and provisions may be modified with respect to the bonds of the 2.85% Series or the 3.55% Series with
the consent, in writing or by vote at a bondholders’ meeting of the holders of sixty-six and two-thirds per cent (66 2/3%) of the
principal amount of the bonds of the 2.85% Series or the 3.55% Series, as the case may be, at the time outstanding and without the
consent of the holders of any other bonds then outstanding under the Indenture; provided that no such consent shall be effective
to waive any past default under such covenants and provisions, and its consequences, unless the consent of the holders of at least a majority
in principal amount of all bonds then outstanding under the Indenture is obtained. Such covenants shall be deemed to be additional covenants
and none of them shall affect or derogate from, or relieve the Company from, its obligation to comply with any of the other covenants,
conditions, requirements or provisions of the Indenture or any other supplemental indenture.


 






    13


     


    

 


(b)        For
the purposes of §2.10 of the Indenture and for the purposes of any modification of the provisions of Part Three of this supplemental
indenture, the covenants and provisions on the part of the Company which are set forth or incorporated in said Part Three shall be
for the benefit only of the holders of the bonds of the 2.85% Series and the 3.55% Series. Such covenants and provisions shall remain
in force and be applicable only so long as any bonds of the 2.85% Series or the 3.55% Series shall be outstanding, and, subject
to the provisions of paragraph (2) of subdivision (c) of §10.01 of the Indenture, any such covenants and provisions may
be modified with respect to the bonds of the 2.85% Series or the 3.55% Series with the consent, in writing or by vote at a bondholders’
meeting of the holders of sixty-six and two-thirds per cent (66 2/3 %) of the principal amount of the bonds of the 2.85% Series or
the 3.55% Series, as the case may be, at the time outstanding and without the consent of the holders of any other bonds then outstanding
under the Indenture; provided that no such consent shall be effective to waive any past default under such covenants and provisions,
and its consequences, unless the consent of the holders of at least a majority in principal amount of all bonds then outstanding under
the Indenture is obtained. Such covenants shall be deemed to be additional covenants and none of them shall affect or derogate from, or
relieve the Company from, its obligation to comply with any of the other covenants, conditions, requirements or provisions of the Indenture
or any other supplemental indenture.


 


SECTION 2.      All
terms contained in this supplemental indenture shall, except as specifically provided herein or except as the context may otherwise require,
have the meanings given to such terms in the Indenture.


 


SECTION 3.      In
case any one or more of the provisions contained in this supplemental indenture should be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision contained in this supplemental indenture, and, to
the extent, but only to the extent, that such provision is invalid, illegal or unenforceable, this supplemental indenture shall be construed
as if such provision had never been contained herein.


 


SECTION 4.      The
Trustee hereby accepts the trusts herein declared and provided upon the terms and conditions in the Indenture set forth.


 






    14


     


    

 


SECTION 5.      This
supplemental indenture may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument.
The words “execution,” signed,” signature,” and words of like import in the Indenture shall include images of
manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,”
 “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use
of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent,
communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed
signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law,
including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without
limitation to the foregoing, and anything in the Indenture to the contrary notwithstanding, (a) any officers’ certificate,
Opinion of Counsel, Trustee’s Certificate, Engineer’s Certificate, Net Earnings Certificate, bond, certificate of authentication
appearing on or attached to any bond, 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 Article Two or elsewhere in the Indenture to the execution, attestation or authentication of any bond or any certificate of authentication
appearing on or attached to any bond 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 Article Two or elsewhere in the
Indenture that any signature be made under a corporate seal (or facsimile thereof) shall not be applicable to the bonds of the 2.85% Series and
the bonds of the 3.55% Series.


   


SECTION 6.      In
addition to the amendment provisions of the Indenture, the terms and conditions of this supplemental indenture and the bonds of the 2.85%
Series or the 3.55% Series may be modified, amended or supplemented by the Company and the Trustee, without the consent of the
holders of the bonds of the 2.85% Series or the 3.55% Series, and if not inconsistent with the Indenture, to cure ambiguities in
this supplemental indenture or the bonds of the 2.85% Series or the 3.55% Series, or correct defects or inconsistencies in the provisions
of this supplemental indenture or the bonds of the 2.85% Series or the 3.55% Series or to provide for such appropriate additional
provisions in this supplemental indenture or the bonds of the 2.85% Series or the 3.55% Series as are necessary for certificated
bonds to be issued in lieu of Global Securities or to reflect additional provisions related to the issuance of Global Securities (including
changes in the procedures of the Depositary).


 






    15


     


    





 





IN WITNESS WHEREOF, Duke Energy
Carolinas, LLC, the party of the first part hereto, has caused this supplemental indenture to be signed in its name by one of its Senior
Vice Presidents and its company seal to be hereunto affixed, and the same to be attested by one of its Assistant Secretaries, and The
Bank of New York Mellon Trust Company, N.A., the party of the second part hereto, in token of its acceptance of the trust hereby created,
has caused this supplemental indenture to be signed in its name by one of its Vice Presidents and its company seal to be hereunto affixed,
and the same to be attested by one of its Vice Presidents, all as of the day and year first above written.


 


	 	DUKE ENERGY CAROLINAS, LLC
	 	 
	 	By:	/s/
    Karl W. Newlin
	 	 	Name: 	Karl W. Newlin
	 	 	Title:	 Senior Vice President, Corporate Development and Treasurer



 


 


	ATTEST:	 	 
	 	 	 
	/s/ Robert T. Lucas III	 	 
	Name:	Robert T. Lucas III	 	 
	Title:	Assistant Secretary	 	 
	 	 	 
	 	 	 
	Signed, sealed, executed, acknowledged	 	 
	and delivered by Duke Energy	 	 
	Carolinas, LLC, in the presence of:	 	 
	 	 	 
	 	 	 
	/s/ Deana Walker	 	 
	Deana Walker	 	 
	 	 	 
	 	 	 
	/s/ Jenny Pattana	 	 
	Jenny Pattana	 	 



 


[COMPANY’S SIGNATURE PAGE]


 


[ONE-HUNDRED AND SIXTH SUPPLEMENTAL INDENTURE


TO THE DUKE ENERGY CAROLINAS, LLC FIRST AND REFUNDING MORTGAGE


DATED AS OF DECEMBER 1, 1927]


 






     


     


    

 


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

                    as Trustee

	 	 	 
	 	By:	/s/ Ann Dolezal
	 	 	Name: Ann Dolezal
	 	 	Title:   Vice President



 


 


	ATTEST:	 	 
	 	 	 
	 	 	 
	/s/ D.G. Donovan	 	 
	Name: D. G. Donovan	 	 
	Title: Vice President	 	 
	 	 	 
	Signed, sealed, executed,

acknowledged and delivered by The Bank of New York	 	 
	Mellon Trust Company, N.A.,	 	 
	in the presence of:	 	 
	 	 	 
	 	 	 
	/s/ Robert W. Hardy	 	 
	Name: Robert W. Hardy	 	 
	 	 	 
	 	 	 
	/s/ Keith Bear	 	 
	Name: Keith Bear	 	 



 


[TRUSTEE’S SIGNATURE PAGE]


 


[ONE-HUNDRED AND SIXTH SUPPLEMENTAL INDENTURE


TO THE DUKE ENERGY CAROLINAS, LLC FIRST AND REFUNDING MORTGAGE


DATED AS OF DECEMBER 1, 1927]


 






     


     


    

 


State of Illinois       )





  ) ss.:





County of Cook      )


 


Personally appeared before me, Robert W. Hardy,
and made oath that he is not a party to or beneficiary of the transaction and that he saw Ann Dolezal, a Vice President and D.G. Donovan,
a Vice President, respectively, of The Bank of New York Mellon Trust Company, N.A., sign, attest and affix hereto the corporate seal of
said The Bank of New York Mellon Trust Company, N.A., and, as the act and deed of said corporation, deliver the within written and foregoing
deed, and that he, with Keith Bear, witnessed the execution thereof.


 


	 	Sworn and subscribed before me
	 	this 23rd day of February, 2022.
	 	 
	 	 
	 	/s/ Lawrence M. Kusch
	 	Lawrence M. Kusch
	 	Notary Public – State of Illinois
	 	Commission Expires 10/24/22



 


State of Illinois         )





    ) ss.:





County of Cook        )


 


I,
 Lawrence M. Kusch, a Notary Public in and for the State aforesaid, certify that D.G. Donovan personally came before me this day
and acknowledged that she is a Vice President of The Bank of New York Mellon Trust Company, N.A., a national banking association, and
that, by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by one of its Vice Presidents,
sealed with its corporate seal, and attested by himself as one of its Vice Presidents.


 


Witness may hand and official seal, this 23rd
day of February, 2022.


 


	 	/s/ Lawrence M. Kusch
	 	Name: Lawrence M. Kusch
	 	Notary Public – State of Illinois
	 	Commission Expires 10/24/22



 






     


     


    

 


State of North Carolina       )





) ss.:





County of Mecklenburg     )


 


I, Jenny Pattana, a Notary Public in and for the
State and County aforesaid, certify that Sheila Lemoine personally appeared before me this day, and being duly sworn, stated that she
is not a party to or beneficiary of the transaction and that in her presence Karl W. Newlin, Senior Vice President, Corporate Development
and Treasurer of Duke Energy Carolinas, LLC, executed the foregoing instrument, and that she, with Nancy M. Wright, witnessed the
execution thereof.


 


Witness my hand and official seal, this 3rd
day of March, 2022.


 


	 	/s/ Nancy M. Wright
	 	Nancy M. Wright
	 	 
	 	 
	 	/s/ Jenny Pattana
	 	Name:  Jenny Pattana
	 	Notary Public, State of North Carolina
	 	Mecklenburg County
	 	My Commission Expires:



 


State of North Carolina         )





  ) ss.:





County of Mecklenburg       )


 


I, Jenny Pattana, a Notary Public in and for the
State and County aforesaid, certify that Robert T. Lucas III personally came before me this day and acknowledged that he is an Assistant
Secretary of Duke Energy Carolinas, LLC, a North Carolina limited liability company, and that, by authority duly given and as the act
of the company, the foregoing instrument was signed in its name by one of its Senior Vice Presidents, sealed with its seal, and attested
by himself as one of its Assistant Secretaries.


 


Witness my hand and official seal, this 3rd
day of March, 2022.


 


	 	/s/ Jenny Pattana
	 	Name:  Jenny Pattana
	 	Notary Public, State of North Carolina
	 	Mecklenburg County
	 	My Commission Expires:



 






     


     


    

 


EXHIBIT A


 


FORM OF
DUKE ENERGY CAROLINAS, LLC

FIRST AND REFUNDING MORTGAGE BOND, 2.85% SERIES DUE 2032


 


[FACE SIDE
OF BOND]


 


[DEPOSITORY
LEGEND, IF APPLICABLE]

DUKE ENERGY CAROLINAS, LLC


 


FIRST
AND REFUNDING MORTGAGE BOND,

2.85% SERIES DUE 2032


 


	No.	$



 


CUSIP
No.    26442C BG8





ISIN               US26442CBG87


 


Duke
Energy Carolinas, LLC, a North Carolina limited liability company (hereinafter called the “Company”), for value received,
hereby promises to pay to                                   
or registered assigns, the principal sum of                      Dollars on March 15, 2032 in any coin or currency of the United States of America which
at the time of payment shall be legal tender for the payment of public and private debts, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and to pay interest thereon at said office or agency from the interest payment date next preceding
the date hereof to which interest on outstanding bonds of this series has been paid (unless the date hereof is prior to September 15,
2022, in which case from March 4, 2022, and unless the date hereof is subsequent to a record date (as defined below) and prior to
the next succeeding March 15 or September 15, in which case from the next succeeding March 15 or September 15 as the
case may be), at the rate of 2.85% per annum, in like coin or currency, semi-annually on March 15 and September 15, in each
year, commencing September 15, 2022, until the principal hereof shall become due and payable. Such interest payments shall be made
to the person in whose name this bond is registered at the close of business on the record date (as defined below) for such interest payment
date, which will be the close of business on (i) the business day immediately preceding such interest payment date so long as the
bonds of the 2.85% Series remain in book-entry only form or (ii) the fifteenth calendar day, whether or not a business day,
immediately preceding such interest payment date if any of the bonds of the 2.85% Series do not remain in book-entry only form (each
of (i) or (ii), a “record date”) (subject to certain exceptions provided in the Indenture hereinafter mentioned), at
his last address as it shall appear upon the bond register of the Company.


 


The provisions of this bond
are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth
in this place.


 


This
bond shall not become or be valid or obligatory for any purpose until the Trustee shall have signed the form of certificate endorsed hereon.


 






    	 	A-1	 



     


    

 


IN WITNESS WHEREOF, the Company
has caused this instrument to be signed in its name by its President or one of its Vice Presidents, manually or by facsimile signature,
and its company seal to be hereto affixed, or a facsimile thereof to be hereon engraved, lithographed or printed, and to be attested by
the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.


 


Dated:


 


	 	DUKE ENERGY CAROLINAS, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	ATTEST:	 	 
	 	 	 
	 	 	 
	Name:	 	 
	Title:	 	 



 






    	 	A-2	 



     


    

 


CERTIFICATE
OF AUTHENTICATION


 


This bond is one of the bonds,
of the series designated therein, described in the within-mentioned Indenture.


 


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

                           as Trustee

	 	 
	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    	 	A-3	 



     


    

 


[REVERSE
SIDE OF BOND]


 


This
bond is one of the bonds of a series, designated specially as First and Refunding Mortgage Bonds, 2.85% Series due 2032, of
an authorized issue of bonds of the Company, without limit as to aggregate principal amount, designated generally as First and Refunding
Mortgage Bonds, all issued and to be issued under and equally and ratably secured by a First and Refunding Mortgage dated as of December 1,
1927, duly executed by Duke Power Company, a New Jersey corporation (hereinafter called the “New Jersey Company”), to Guaranty
Trust Company of New York, as Trustee (The Bank of New York Mellon Trust Company, N.A., as successor trustee), as supplemented and modified
by indentures supplemental thereto, including a supplemental indenture dated as of March 4, 2022 providing for said series (said
First and Refunding Mortgage as so supplemented and modified being hereinafter referred to as the “Indenture”), to which Indenture
reference is made for a description of the property mortgaged, the nature and extent of the security, the rights of the holders of the
bonds in respect thereof, the terms and conditions upon which the bonds are secured and the restrictions subject to which additional bonds
secured thereby may be issued. To the extent permitted by, and as provided in, the Indenture, modifications or alterations of the Indenture,
or of any indenture supplemental thereto, and of the rights and obligations of the Company and of the holders of the bonds, may be made
with the consent of the Company by the affirmative vote, or with the written consent, of the holders of not less than 66 2/3% in principal
amount of the bonds then outstanding, and by the affirmative vote, or with the written consent, of the holders of not less than 66 2/3%
in principal amount of the bonds of any series then outstanding and affected by such modification or alteration, in case one or more but
less than all of the series of bonds then outstanding under the Indenture are so affected, evidenced, in each case, as provided in the
Indenture; provided that any supplemental indenture may be modified in accordance with the provisions contained therein for its
modification; and provided, further, that no such modification or alteration shall be made which will affect the terms of payment of the
principal of, or interest or premium on, this bond, or the right of any bondholder to institute suit for the enforcement of any such payment
on or after the respective due dates expressed in this bond, or reduce the percentage required for the taking of any such action. Any
such affirmative vote of, or written consent given by, any holder of this bond is binding upon all subsequent holders hereof as provided
in the Indenture.


 


In case an event of default
as defined in the Indenture shall occur, the principal of all the bonds outstanding thereunder may become or be declared due and payable
at the time, in the manner and with the effect provided in the Indenture.


 


Prior
to December 15, 2031 (the “Par Call Date”), the Company may redeem at its option the bonds of the 2.85% Series,
in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded
to three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal
and interest thereon discounted to the redemption date (assuming the bonds of the 2.85% Series matured on the Par Call Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate applicable to the bonds of the 2.85%
Series plus 20 basis points less (b) interest accrued to the redemption date; and 100% of the principal amount of the bonds
of the 2.85% Series to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
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.


 


On
or after the Par Call Date, the Company may redeem at its option the bonds of the 2.85% Series, in whole or in part, at any time
and from time to time, at a redemption price equal to 100% of the principal amount of the bonds of the 2.85% Series to be redeemed
plus accrued and unpaid interest thereon to, but excluding, the redemption date.


 






    	 	A-4	 



     


    

 


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


 


“Treasury
Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two
paragraphs.


 


The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities—Treasury constant maturities — Nominal” (or any successor
caption or heading). In determining the Treasury Rate, the Company shall select, as applicable:


 


		•	the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the
 “Remaining Life”); or



 


		•	if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than such Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual
number of days) using such yields and rounding the result to three decimal places; or



 


		•	if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to such Remaining Life. For purposes of this clause, the applicable Treasury constant maturity or maturities
on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant
maturity from the redemption date.



 


If on the third business day preceding the redemption
date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding
such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date. If
there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities
with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity
date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par
Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such
United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of
this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of
the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury
security, and rounded to three decimal places.


 


The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.


 






    	 	A-5	 



     


    

 


The Trustee shall have no obligation or duty whatsoever
to determine, or to verify the Company’s calculations of, the redemption price.


 


The
bonds of this series are also subject to redemption for the Replacement Fund for bonds of this series provided for in the supplemental
indenture dated as of March 4, 2022, providing for this series, or upon application of moneys arising from a taking of any of the
mortgaged property by eminent domain or similar action, at any time or from time to time prior to maturity, at 100% of their principal
amount, in each case together with accrued and unpaid interest to, but excluding, the date fixed for redemption.


 


Redemption is in every case
to be effected at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon at least ten, but not more
than sixty, days’ prior notice, given by mail as more fully provided in the Indenture.


 


If this bond or any portion
hereof ($2,000 and integral multiples of $1,000 in excess thereof) is called for redemption and payment is duly provided, this bond or
such portion thereof shall cease to bear interest from and after the date fixed for such redemption.


 


This bond is transferable,
as provided in the Indenture, by the registered owner hereof in person or by duly authorized attorney, at the office or agency of the
Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, and thereupon a new bond of the
same series and of like aggregate principal amount will be issued to the transferee in exchange herefor as provided in the Indenture;
or the registered owner of this bond, at his option, may surrender the same for cancellation at said office or agency of the Company and
receive in exchange herefor the same aggregate principal amount of bonds of the same series of authorized denominations; all subject to
the terms of the Indenture but without payment of any charges other than a sum sufficient to reimburse the Company for any stamp taxes
or other governmental charges incident thereto.


 


This bond is a company obligation
only and no recourse whatsoever, either directly or through the Company or any trustee, receiver, assignee or any other person, shall
be had for the payment of the principal of or premium, if any, or interest on this bond, or for the enforcement of any claim based hereon,
or otherwise in respect hereof or of the Indenture, against any promoter, subscriber to the capital stock, incorporator, or any past,
present or future stockholder, member, officer or director of the Company as such, or of any successor or predecessor corporation or entity,
whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment, penalty, subscription
or otherwise, any and all such liability of promoters, subscribers, incorporators, stockholders, members, officers and directors being
waived and released by each successive holder hereof by the acceptance of this bond, and as a part of the consideration for the issue
hereof, and being likewise waived and released by the terms of the Indenture.


 


[END OF
BOND FORM]


 






    	 	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 bond and all rights thereunder, hereby
irrevocably constituting and appointing agent to transfer said bond on the books of the Company, 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 Trustee, 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 Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934,
as amended.


 






    	 	A-8	 



     


    

 


EXHIBIT B


 


FORM OF
DUKE ENERGY CAROLINAS, LLC

FIRST AND REFUNDING MORTGAGE BOND, 3.55% SERIES DUE 2052


 


[FACE SIDE
OF BOND]


 


[DEPOSITORY
LEGEND, IF APPLICABLE]

DUKE ENERGY CAROLINAS, LLC


 


FIRST
AND REFUNDING MORTGAGE BOND,

3.55% SERIES DUE 2052


 


	No.	$



 


CUSIP
No.      26442C BH6


ISIN                 US26442CBH60


 


Duke
Energy Carolinas, LLC, a North Carolina limited liability company (hereinafter called the “Company”), for value received,
hereby promises to pay to                                   
or registered assigns, the principal sum of                Dollars on March 15, 2052 in any coin or currency of the United States of America which
at the time of payment shall be legal tender for the payment of public and private debts, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and to pay interest thereon at said office or agency from the interest payment date next preceding
the date hereof to which interest on outstanding bonds of this series has been paid (unless the date hereof is prior to September 15,
2022, in which case from March 4, 2022, and unless the date hereof is subsequent to a record date (as defined below) and prior to
the next succeeding March 15 or September 15, in which case from the next succeeding March 15 or September 15 as the
case may be), at the rate of 3.55% per annum, in like coin or currency, semi-annually on March 15 and September 15, in each
year, commencing September 15, 2022, until the principal hereof shall become due and payable. Such interest payments shall be made
to the person in whose name this bond is registered at the close of business on the record date (as defined below) for such interest payment
date, which will be the close of business on (i) the business day immediately preceding such interest payment date so long as the
bonds of the 3.55% Series remain in book-entry only form or (ii) the fifteenth calendar day, whether or not a business day,
immediately preceding such interest payment date if any of the bonds of the 3.55% Series do not remain in book-entry only form (each
of (i) or (ii), a “record date”) (subject to certain exceptions provided in the Indenture hereinafter mentioned), at
his last address as it shall appear upon the bond register of the Company.


 


The provisions of this bond
are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth
in this place.


 


This
bond shall not become or be valid or obligatory for any purpose until the Trustee shall have signed the form of certificate endorsed hereon.


 






    	 	B-1	 



     


    

 


IN WITNESS WHEREOF, the Company
has caused this instrument to be signed in its name by its President or one of its Vice Presidents, manually or by facsimile signature,
and its company seal to be hereto affixed, or a facsimile thereof to be hereon engraved, lithographed or printed, and to be attested by
the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.


 


Dated:


 


	 	DUKE ENERGY CAROLINAS, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	ATTEST:	 	 
	 	 	 
	 	 	 
	Name:	 	 
	Title:	 	 



 






    	 	B-2	 



     


    

 


CERTIFICATE
OF AUTHENTICATION


 


This bond is one of the bonds,
of the series designated therein, described in the within-mentioned Indenture.


 


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

as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    	 	B-3	 



     


    

 


[REVERSE
SIDE OF BOND]


 





This
bond is one of the bonds of a series, designated specially as First and Refunding Mortgage Bonds, 3.55% Series due 2052, of
an authorized issue of bonds of the Company, without limit as to aggregate principal amount, designated generally as First and Refunding
Mortgage Bonds, all issued and to be issued under and equally and ratably secured by a First and Refunding Mortgage dated as of December 1,
1927, duly executed by Duke Power Company, a New Jersey corporation (hereinafter called the “New Jersey Company”), to Guaranty
Trust Company of New York, as Trustee (The Bank of New York Mellon Trust Company, N.A., as successor trustee), as supplemented and modified
by indentures supplemental thereto, including a supplemental indenture dated as of March 4, 2022 providing for said series (said
First and Refunding Mortgage as so supplemented and modified being hereinafter referred to as the “Indenture”), to which Indenture
reference is made for a description of the property mortgaged, the nature and extent of the security, the rights of the holders of the
bonds in respect thereof, the terms and conditions upon which the bonds are secured and the restrictions subject to which additional bonds
secured thereby may be issued. To the extent permitted by, and as provided in, the Indenture, modifications or alterations of the Indenture,
or of any indenture supplemental thereto, and of the rights and obligations of the Company and of the holders of the bonds, may be made
with the consent of the Company by the affirmative vote, or with the written consent, of the holders of not less than 66 2/3% in principal
amount of the bonds then outstanding, and by the affirmative vote, or with the written consent, of the holders of not less than 66 2/3%
in principal amount of the bonds of any series then outstanding and affected by such modification or alteration, in case one or more but
less than all of the series of bonds then outstanding under the Indenture are so affected, evidenced, in each case, as provided in the
Indenture; provided that any supplemental indenture may be modified in accordance with the provisions contained therein for its
modification; and provided, further, that no such modification or alteration shall be made which will affect the terms of payment of the
principal of, or interest or premium on, this bond, or the right of any bondholder to institute suit for the enforcement of any such payment
on or after the respective due dates expressed in this bond, or reduce the percentage required for the taking of any such action. Any
such affirmative vote of, or written consent given by, any holder of this bond is binding upon all subsequent holders hereof as provided
in the Indenture.


 


In case an event of default
as defined in the Indenture shall occur, the principal of all the bonds outstanding thereunder may become or be declared due and payable
at the time, in the manner and with the effect provided in the Indenture.


 


Prior to September 15,
2051 (the “Par Call Date”), the Company may redeem at its option the bonds of the 3.55% Series, in whole or in part, at any
time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places)
equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the bonds of the 3.55% Series matured on the Par Call Date) on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate applicable to the bonds of the 3.55% Series plus 25 basis
points less (b) interest accrued to the redemption date; and 100% of the principal amount of the bonds of the 3.55% Series to
be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. 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.


 


On
or after the Par Call Date, the Company nay redeem at its option the bonds of the 3.55% Series, in whole or in part, at any time
and from time to time, at a redemption price equal to 100% of the principal amount of the bonds of the 3.55% Series to be redeemed
plus accrued and unpaid interest thereon to, but excluding, the redemption date.


 






    	 	B-4	 



     


    

 


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


 


“Treasury
Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two
paragraphs.


 


The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities—Treasury constant maturities — Nominal” (or any successor
caption or heading). In determining the Treasury Rate, the Company shall select, as applicable:


 


		•	the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the
 “Remaining Life”); or



 


		•	if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than such Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual
number of days) using such yields and rounding the result to three decimal places; or



 


		•	if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to such Remaining Life. For purposes of this clause, the applicable Treasury constant maturity or maturities
on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant
maturity from the redemption date.



 


If on the third business day preceding the redemption
date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding
such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date. If
there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities
with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity
date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par
Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such
United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of
this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of
the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury
security, and rounded to three decimal places.


 


The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.


 






    	 	B-5	 



     


    

 


The Trustee shall have no obligation or duty whatsoever
to determine, or to verify the Company’s calculations of, the redemption price.


 





The
bonds of this series are also subject to redemption for the Replacement Fund for bonds of this series provided for in the supplemental
indenture dated as of March 4, 2022, providing for this series, or upon application of moneys arising from a taking of any of the
mortgaged property by eminent domain or similar action, at any time or from time to time prior to maturity, at 100% of their principal
amount, in each case together with accrued and unpaid interest to, but excluding, the date fixed for redemption.


 


Redemption is in every case
to be effected at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon at least ten, but not more
than sixty, days’ prior notice, given by mail as more fully provided in the Indenture.


 


If this bond or any portion
hereof ($2,000 and integral multiples of $1,000 in excess thereof) is called for redemption and payment is duly provided, this bond or
such portion thereof shall cease to bear interest from and after the date fixed for such redemption.


 


This bond is transferable,
as provided in the Indenture, by the registered owner hereof in person or by duly authorized attorney, at the office or agency of the
Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, and thereupon a new bond of the
same series and of like aggregate principal amount will be issued to the transferee in exchange herefor as provided in the Indenture;
or the registered owner of this bond, at his option, may surrender the same for cancellation at said office or agency of the Company and
receive in exchange herefor the same aggregate principal amount of bonds of the same series of authorized denominations; all subject to
the terms of the Indenture but without payment of any charges other than a sum sufficient to reimburse the Company for any stamp taxes
or other governmental charges incident thereto.


 


This bond is a company obligation
only and no recourse whatsoever, either directly or through the Company or any trustee, receiver, assignee or any other person, shall
be had for the payment of the principal of or premium, if any, or interest on this bond, or for the enforcement of any claim based hereon,
or otherwise in respect hereof or of the Indenture, against any promoter, subscriber to the capital stock, incorporator, or any past,
present or future stockholder, member, officer or director of the Company as such, or of any successor or predecessor corporation or entity,
whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment, penalty, subscription
or otherwise, any and all such liability of promoters, subscribers, incorporators, stockholders, members, officers and directors being
waived and released by each successive holder hereof by the acceptance of this bond, and as a part of the consideration for the issue
hereof, and being likewise waived and released by the terms of the Indenture.


 


[END OF
BOND FORM]


 






    	 	B-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 bond and all rights thereunder, hereby
irrevocably constituting and appointing agent to transfer said bond on the books of the Company, 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:	 




 






    	 	B-7	 



     


    

 


SIGNATURE
GUARANTEE


 


Signatures must be guaranteed
by an “eligible guarantor institution” meeting the requirements of the Trustee, 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 Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934,
as amended.


 






    	 	B-8