exv4w1






Exhibit 4.1




DUKE ENERGY CORPORATION




TO




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




Trustee




 






Third Supplemental Indenture

Dated as of August 28, 2009




 






$500,000,000 3.95% SENIOR NOTES DUE 2014

$500,000,000 5.05% SENIOR NOTES DUE 2019




 









 








TABLE OF CONTENTS1




	 	 	 	 	 
	ARTICLE I

	 
	 	 	 	 
	3.95% SENIOR NOTES DUE 2014

	 
	 	 	 	 
	Section 1.01. Establishment
	 	 	1	 
	Section 1.02. Definitions
	 	 	2	 
	Section 1.03. Payment of Principal and Interest
	 	 	2	 
	Section 1.04. Denominations
	 	 	3	 
	Section 1.05. Global Securities
	 	 	3	 
	Section 1.06. Redemption
	 	 	4	 
	Section 1.07. Paying Agent
	 	 	5	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	5.05% SENIOR NOTES DUE 2019

	 
	 	 	 	 
	Section 2.01. Establishment
	 	 	5	 
	Section 2.02. Definitions
	 	 	5	 
	Section 2.03. Payment of Principal and Interest
	 	 	6	 
	Section 2.04. Denominations
	 	 	7	 
	Section 2.05. Global Securities
	 	 	7	 
	Section 2.06. Redemption
	 	 	7	 
	Section 2.07. Paying Agent
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	MISCELLANEOUS PROVISIONS

	 
	 	 	 	 
	Section 3.01. Recitals by the Corporation
	 	 	9	 
	Section 3.02. Ratification and Incorporation of Original Indenture
	 	 	9	 
	Section 3.03. Executed in Counterparts
	 	 	9	 
	 
	 	 	 	 
	Exhibit A — Form of 3.95% Senior Note Due 2014
	 	 	 	 
	Exhibit B — Certificate of Authentication
	 	 	 	 
	Exhibit C — Form of 5.05% Senior Note Due 2019
	 	 	 	 
	Exhibit D — Certificate of Authentication
	 	 	 	 








 




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




i 









 










     THIS THIRD SUPPLEMENTAL INDENTURE is made as of the 28th day of August 2009, by and between
DUKE ENERGY CORPORATION, a Delaware corporation, having its principal office at 526 South Church
Street, Charlotte, North Carolina 28202 (the “Corporation”), and The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking
association, as Trustee (herein called the “Trustee”).



WITNESSETH:




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



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



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



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



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



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



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



ARTICLE I




3.95% SENIOR NOTES DUE 2014




     Section 1.01. Establishment. There is hereby established a new series of Securities
to be issued under the Indenture, to be designated as the Corporation’s 3.95% Senior Notes due 2014
(the “2014 Notes”).



     There are to be authenticated and delivered $500,000,000 principal amount of the 2014 Notes,
and no further 2014 Notes shall be authenticated and delivered except as provided by Section 304,
305, 306, 906 or 1106 of the Original Indenture and the last paragraph of Section 301 thereof. The
2014 Notes shall be issued in fully registered form without coupons.



 









 





     The 2014 Notes shall be in substantially the form set out in Exhibit A hereto, and the form of
the Trustee’s Certificate of Authentication for the 2014 Notes shall be in substantially the form
set forth in Exhibit B hereto.



     Each 2014 Note shall be dated the date of authentication thereof and shall bear interest from
the date of original issuance thereof or from the most recent Interest Payment Date to which
interest has been paid or duly provided for.



     Section 1.02. Definitions. The following defined terms used in this Article 1 shall,
unless the context otherwise requires, have the meanings specified below for purposes of the 2014
Notes. Capitalized terms used herein for which no definition is provided herein shall have the
meanings set forth in the Original Indenture.



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



     “Interest Payment Date” means each March 15 and September 15 of each year, commencing March
15, 2010.



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



     “Original Issue Date” means August 28, 2009.



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



     “Stated Maturity” means September 15, 2014.



     Section 1.03. Payment of Principal and Interest. The principal of the 2014 Notes
shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the 2014
Notes shall bear interest at the rate of 3.95% per annum until paid or duly provided for, such
interest to accrue from August 28, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for. Interest shall be paid semi-annually in arrears on
each Interest Payment Date to the Person or Persons in whose name the 2014 Notes are registered on
the Regular Record Date for such Interest Payment Date; provided that interest payable at the
Stated Maturity or on a Redemption Date as provided herein shall be paid to the Person to whom
principal is payable. Any such interest that is not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to
the Person or Persons in whose name the 2014 Notes are registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by the Trustee (“Special
Record Date”), notice whereof shall be given to Holders of the 2014 Notes not less than ten (10)
days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on



2









 







which the 2014 Notes may be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Original Indenture.



     Payments of interest on the 2014 Notes shall include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for the 2014 Notes shall be computed and paid
on the basis of a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the 2014 Notes is not a Business Day, then payment of the interest payable
on such date shall be made on the next succeeding day that is a Business Day (and without any
interest or payment in respect of any such delay) with the same force and effect as if made on the
date the payment was originally payable.



     Payment of principal of, premium, if any, and interest on the 2014 Notes shall be made in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts. Payments of principal of, premium, if any, and interest on
2014 Notes represented by a Global Security shall be made by wire transfer of immediately available
funds to the Holder of such Global Security, provided that, in the case of payments of principal
and premium, if any, such Global Security is first surrendered to the Paying Agent. If any of the
2014 Notes are no longer represented by a Global Security, (i) payments of principal, premium, if
any, and interest due at the Stated Maturity or earlier redemption of such 2014 Notes shall be made
at the office of the Paying Agent upon surrender of such 2014 Notes to the Paying Agent and (ii)
payments of interest shall be made, at the option of the Corporation, subject to such surrender
where applicable, (A) by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (B) by wire transfer at such place and to such account at
a banking institution in the United States as may be designated in writing to the Trustee at least
sixteen (16) days prior to the date for payment by the Person entitled thereto.



     Section 1.04. Denominations. The 2014 Notes shall be issued in denominations of
$2,000 or any integral multiple of $1,000 in excess thereof.



     Section 1.05. Global Securities. The 2014 Notes shall initially be issued in the form
of one or more Global Securities registered in the name of the Depositary (which initially shall be
The Depository Trust Company) or its nominee. Except under the limited circumstances described
below, 2014 Notes represented by such Global Security or Global Securities shall not be
exchangeable for, and shall not otherwise be issuable as, 2014 Notes in definitive form. The
Global Securities described in this Article 1 may not be transferred except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of
the Depositary or to a successor Depositary or its nominee.



     A Global Security shall be exchangeable for 2014 Notes registered in the names of persons
other than the Depositary or its nominee only if (i) the Depositary notifies the Corporation that
it is unwilling or unable to continue as a Depositary for such Global Security and no successor
Depositary shall have been appointed by the Corporation within 90 days of receipt by the
Corporation of such notification, or if at any time the Depositary ceases to be a clearing agency
registered under the Exchange Act at a time when the Depositary is required to be so registered to
act as such Depositary and no successor Depositary shall have been appointed by the Corporation
within 90 days after it becomes aware of such cessation, (ii) an Event of



3









 







Default has occurred and is continuing with respect to the 2014 Notes and beneficial owners of
a majority in aggregate principal amount of the 2014 Notes represented by Global Securities advise
the Depositary to cease acting as Depositary, or (iii) the Corporation in its sole discretion, and
subject to the procedures of the Depositary, determines that such Global Security shall be so
exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for 2014 Notes registered in such names as the Depositary shall direct.



     Section 1.06. Redemption. The 2014 Notes shall be redeemable, in whole or from time
to time in part, at the option of the Corporation on any date (a “Redemption Date”), at a
Redemption Price equal to the greater of (i) 100% of the principal amount of the 2014 Notes to be
redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal
and interest thereon (exclusive of interest accrued to such Redemption Date) discounted to such
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 25 basis points, plus, in either case, accrued and unpaid interest on the
principal amount being redeemed to such Redemption Date.



     “Treasury Rate” means, with respect to any Redemption Date for the 2014 Notes, the rate per
annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day
count basis) of the applicable Comparable Treasury Issue, assuming a price for such Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable
Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the
third Business Day preceding the Redemption Date.



     “Comparable Treasury Issue” when used in this Section 1.06 means the United States Treasury
security selected by the Quotation Agent as having an actual or interpolated maturity comparable to
the remaining term of the 2014 Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such 2014 Notes.



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



     “Comparable Treasury Price” means, with respect to any Redemption Date for the 2014 Notes, (1)
the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (2) if fewer than four such
Reference Treasury Dealer Quotations are obtained, the average of all such Reference Treasury
Dealer Quotations.



     “Reference Treasury Dealer” means each of BNY Mellon Capital Markets, LLC, Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities Inc. and RBS Securities Inc. plus one other financial
institution appointed by the Corporation at the time of any redemption of the 2014 Notes or their
respective affiliates which are primary U.S. Government securities dealers in the United States (a
“Primary Treasury Dealer”) and their respective successors; provided, however, that if any of the
foregoing or their affiliates or successors ceases to be a Primary Treasury Dealer, the Corporation
will substitute therefor another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date for the 2014 Notes, the average, as determined by the



4









 







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



     The Corporation shall notify the Trustee of the Redemption Price with respect to any
redemption of the 2014 Notes promptly after the calculation thereof. The Trustee shall not be
responsible for calculating said Redemption Price.



     If less than all of the 2014 Notes are to be redeemed, the Trustee shall select the 2014 Notes
or portions of 2014 Notes to be redeemed by such method as the Trustee shall deem fair and
appropriate. The Trustee may select for redemption 2014 Notes and portions of 2014 Notes in
amounts of $2,000 or any integral multiple of $1,000 in excess thereof.



     The 2014 Notes shall not have a sinking fund.



     Section 1.07. Paying Agent. The Trustee shall initially serve as Paying Agent with
respect to the 2014 Notes, with the Place of Payment initially being the Corporate Trust Office.



ARTICLE II




5.05% SENIOR NOTES DUE 2019




     Section 2.01. Establishment. There is hereby established a new series of Securities
to be issued under the Indenture, to be designated as the Corporation’s 5.05% Senior Notes due 2019
(the “2019 Notes”).



     There are to be authenticated and delivered $500,000,000 principal amount of the 2019 Notes,
and no further 2019 Notes shall be authenticated and delivered except as provided by Section 304,
305, 306, 906 or 1106 of the Original Indenture and the last paragraph of Section 301 thereof. The
2019 Notes shall be issued in fully registered form without coupons.



     The 2019 Notes shall be in substantially the form set out in Exhibit C hereto, and the form of
the Trustee’s Certificate of Authentication for the 2019 Notes shall be in substantially the form
set forth in Exhibit D hereto.



     Each 2019 Note shall be dated the date of authentication thereof and shall bear interest from
the date of original issuance thereof or from the most recent Interest Payment Date to which
interest has been paid or duly provided for.



     Section 2.02. Definitions. The following defined terms used in this Article 2 shall,
unless the context otherwise requires, have the meanings specified below for purposes of the 2019
Notes. Capitalized terms used herein for which no definition is provided herein shall have the
meanings set forth in the Original Indenture.



     “Business Day” means any day other than a Saturday or a Sunday that is neither a Legal Holiday
nor a day on which banking institutions in New York, New York are authorized or



5









 







required by law, regulation or executive order to close, or a day on which the Corporate Trust
Office is closed for business.



     “Interest Payment Date” means each March 15 and September 15 of each year, commencing March
15, 2010.



     “Original Issue Date” means August 28, 2009.



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



     “Stated Maturity” means September 15, 2019.



     Section 2.03. Payment of Principal and Interest. The principal of the 2019 Notes
shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the 2019
Notes shall bear interest at the rate of 5.05% per annum until paid or duly provided for, such
interest to accrue from August 28, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for. Interest shall be paid semi-annually in arrears on
each Interest Payment Date to the Person or Persons in whose name the 2019 Notes are registered on
the Regular Record Date for such Interest Payment Date; provided that interest payable at the
Stated Maturity or on a Redemption Date as provided herein shall be paid to the Person to whom
principal is payable. Any such interest that is not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to
the Person or Persons in whose name the 2019 Notes are registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by the Trustee (“Special
Record Date”), notice whereof shall be given to Holders of the 2019 Notes not less than ten (10)
days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which the 2019 Notes may
be listed, and upon such notice as may be required by any such exchange, all as more fully provided
in the Original Indenture.



     Payments of interest on the 2019 Notes shall include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for the 2019 Notes shall be computed and paid
on the basis of a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the 2019 Notes is not a Business Day, then payment of the interest payable
on such date shall be made on the next succeeding day that is a Business Day (and without any
interest or payment in respect of any such delay) with the same force and effect as if made on the
date the payment was originally payable.



     Payment of principal of, premium, if any, and interest on the 2019 Notes shall be made in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts. Payments of principal of, premium, if any, and interest on
2019 Notes represented by a Global Security shall be made by wire transfer of immediately available
funds to the Holder of such Global Security, provided that, in the case of payments of principal
and premium, if any, such Global Security is first surrendered to the Paying Agent. If any of the
2019 Notes are no longer represented by a Global Security, (i) payments of principal,



6









 







premium, if any, and interest due at the Stated Maturity or earlier redemption of such 2019
Notes shall be made at the office of the Paying Agent upon surrender of such 2019 Notes to the
Paying Agent and (ii) payments of interest shall be made, at the option of the Corporation, subject
to such surrender where applicable, (A) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (B) by wire transfer at such place
and to such account at a banking institution in the United States as may be designated in writing
to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled
thereto.



     Section 2.04. Denominations. The 2019 Notes shall be issued in denominations of
$2,000 or any integral multiple of $1,000 in excess thereof.



     Section 2.05. Global Securities. The 2019 Notes shall initially be issued in the form
of one or more Global Securities registered in the name of the Depositary (which initially shall be
The Depository Trust Company) or its nominee. Except under the limited circumstances described
below, 2019 Notes represented by such Global Security or Global Securities shall not be
exchangeable for, and shall not otherwise be issuable as, 2019 Notes in definitive form. The
Global Securities described in this Article 2 may not be transferred except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of
the Depositary or to a successor Depositary or its nominee.



     A Global Security shall be exchangeable for 2019 Notes registered in the names of persons
other than the Depositary or its nominee only if (i) the Depositary notifies the Corporation that
it is unwilling or unable to continue as a Depositary for such Global Security and no successor
Depositary shall have been appointed by the Corporation within 90 days of receipt by the
Corporation of such notification, or if at any time the Depositary ceases to be a clearing agency
registered under the Exchange Act at a time when the Depositary is required to be so registered to
act as such Depositary and no successor Depositary shall have been appointed by the Corporation
within 90 days after it becomes aware of such cessation, (ii) an Event of Default has occurred and
is continuing with respect to the 2019 Notes and beneficial owners of a majority in aggregate
principal amount of the 2019 Notes represented by Global Securities advise the Depositary to cease
acting as Depositary, or (iii) the Corporation in its sole discretion, and subject to the
procedures of the Depositary, determines that such Global Security shall be so exchangeable. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for
2019 Notes registered in such names as the Depositary shall direct.



     Section 2.06. Redemption. The 2019 Notes shall be redeemable, in whole or from time
to time in part, at the option of the Corporation on any date (a “Redemption Date”), at a
Redemption Price equal to the greater of (i) 100% of the principal amount of the 2019 Notes to be
redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal
and interest thereon (exclusive of interest accrued to such Redemption Date) discounted to such
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 25 basis points, plus, in either case, accrued and unpaid interest on the
principal amount being redeemed to such Redemption Date.



     “Treasury Rate” means, with respect to any Redemption Date for the 2019 Notes, the rate per
annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a



7









 







day count basis) of the applicable Comparable Treasury Issue, assuming a price for such
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
applicable Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be
calculated on the third Business Day preceding the Redemption Date.



     “Comparable Treasury Issue” when used in this Section 2.06 means the United States Treasury
security selected by the Quotation Agent as having an actual or interpolated maturity comparable to
the remaining term of the 2019 Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such 2019 Notes.



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



     “Comparable Treasury Price” means, with respect to any Redemption Date for the 2019 Notes, (1)
the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (2) if fewer than four such
Reference Treasury Dealer Quotations are obtained, the average of all such Reference Treasury
Dealer Quotations.



     “Reference Treasury Dealer” means each of BNY Mellon Capital Markets, LLC, Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities Inc. and RBS Securities Inc. plus one other financial
institution appointed by the Corporation at the time of any redemption of the 2019 Notes or their
respective affiliates which are primary U.S. Government securities dealers in the United States (a
“Primary Treasury Dealer”) and their respective successors; provided, however, that if any of the
foregoing or their affiliates or successors ceases to be a Primary Treasury Dealer, the Corporation
will substitute therefor another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date for the 2019 Notes, the average, as determined by the Quotation Agent, of
the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such
Redemption Date.



     The Corporation shall notify the Trustee of the Redemption Price with respect to any
redemption of the 2019 Notes promptly after the calculation thereof. The Trustee shall not be
responsible for calculating said Redemption Price.



     If less than all of the 2019 Notes are to be redeemed, the Trustee shall select the 2019 Notes
or portions of 2019 Notes to be redeemed by such method as the Trustee shall deem fair and
appropriate. The Trustee may select for redemption 2019 Notes and portions of 2019 Notes in
amounts of $2,000 or any integral multiple of $1,000 in excess thereof.



     The 2019 Notes shall not have a sinking fund.



     Section 2.07. Paying Agent. The Trustee shall initially serve as Paying Agent with
respect to the 2019 Notes, with the Place of Payment initially being the Corporate Trust Office.



8









 





ARTICLE III




MISCELLANEOUS PROVISIONS




     Section 3.01. Recitals by the Corporation. The recitals in this Third Supplemental
Indenture are made by the Corporation only and not by the Trustee, and all of the provisions
contained in the Original Indenture in respect of the rights, privileges, immunities, powers and
duties of the Trustee shall be applicable in respect of the 2014 Notes and the 2019 Notes and of
this Third Supplemental Indenture as fully and with like effect as if set forth herein in full.



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



     Section 3.03. Executed in Counterparts. This Third Supplemental Indenture may be
executed in several counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.



9









 





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



	 	 	 	 	 	 	 
	 	 	Duke Energy Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

M. Allen Carrick
	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	The Bank of New York Mellon Trust Company, N.A., as
Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Van K. Brown
	 	 
	 

	 	Title:
	 	Vice President	 	 







10









 








EXHIBIT A


FORM OF

3.95% SENIOR NOTE DUE 2014




			
	 	 	 
	No.
	 	CUSIP No. 26441C AC9






DUKE ENERGY CORPORATION

3.95% SENIOR NOTE DUE 2014




Principal Amount: $



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




Original Issue Date: August 28, 2009




Stated Maturity: September 15, 2014



Interest Payment Dates: Semi-annually on March 15 and September 15 of each year, commencing March
15, 2010.




Interest Rate: 3.95% per annum




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




     Duke Energy Corporation, a Delaware corporation (the “Corporation”, which term includes any
successor corporation under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to                     , or registered assigns, the principal sum of
                                         DOLLARS ($                    ) on the Stated Maturity shown above and to pay interest
thereon from the Original Issue Date shown above, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on each Interest
Payment Date as specified above, commencing on March 15, 2010 and on the Stated Maturity at the
rate per annum shown above (the “Interest Rate”) until the principal hereof is paid or made
available for payment and on any overdue principal and on any overdue installment of interest. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date (other
than an Interest Payment Date that is the Stated Maturity or a Redemption Date) will, as provided
in the Indenture, be paid to the Person in whose name this 3.95% Senior Note due 2014 (this
“Security”) is registered on the Regular Record Date as specified above next preceding such
Interest Payment Date; provided that any interest payable at Stated Maturity or on a Redemption
Date will be paid to the Person to whom principal is payable. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities
exchange, if any, on



A-1 









 




which the Securities shall be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Indenture.




     Payments of interest on this Security will include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for this Security shall be computed and paid
on the basis of a 360-day year of twelve 30-day months and will accrue from August 28, 2009 or from
the most recent Interest Payment Date to which interest has been paid or duly provided for. In the
event that any date on which interest is payable on this Security is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or payment in respect of any such delay) with the same force
and effect as if made on the date the payment was originally payable. “Business Day” means a day
other than a Saturday or a Sunday that is neither a Legal Holiday nor a day on which banking
institutions in New York, New York are authorized or required by law, regulation or executive order
to close or a day on which the Corporate Trust Office is closed for business. “Legal Holiday”
means any day that is a legal holiday in New York, New York.



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



     The Securities of this series shall be redeemable, in whole or from time to time in part, at
the option of the Corporation on any date (a “Redemption Date”), at a Redemption Price equal to the
greater of (i) 100% of the principal amount of the Securities of this series to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points, plus, in either case, accrued and unpaid interest on the principal
amount being redeemed to such Redemption Date.



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



A-2 









 







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



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



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



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



     “Reference Treasury Dealer” means each of BNY Mellon Capital Markets, LLC, Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities Inc. and RBS Securities Inc. plus one other financial
institution appointed by the Corporation at the time of any redemption of the Securities of this
series or their respective affiliates which are primary U.S. Government securities dealers in the
United States (a “Primary Treasury Dealer”) and their respective successors; provided, however,
that if any of the foregoing or their affiliates or successors ceases to be a Primary Treasury
Dealer, the Corporation will substitute therefor another Primary Treasury Dealer.



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



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



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



A-3 









 





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



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



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



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



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



A-4 









 





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



	 	 	 	 	 	 	 
	 	 	Duke Energy Corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 
	Dated:	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 
      
Authorized Signatory
	 	 






A-5 









 






(Reverse Side of Security)




     This 3.95% Senior Note due 2014 is one of a duly authorized issue of Securities of the
Corporation (the “Securities”), issued and issuable in one or more series under an Indenture, dated
as of June 3, 2008, as supplemented (the “Indenture”), between the Corporation and The Bank of New
York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as
Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the
Trustee and the Holders of the Securities issued thereunder and of the terms upon which said
Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof as 3.95% Senior Notes due 2014 initially in the aggregate principal
amount of $500,000,000. Capitalized terms used herein for which no definition is provided herein
shall have the meanings set forth in the Indenture.



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



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



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



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Corporation for such purpose, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Security Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series, of authorized



A-6 









 







denominations and of like tenor and for the same aggregate principal amount, will be issued to
the designated transferee or transferees. No service charge shall be made for any such registration
of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.



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



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



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



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



A-7 









 





ABBREVIATIONS




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



	 	 	 
	TEN COM — as tenants in common

	 	UNIF GIFT MIN ACT –                      Custodian                           

                                                  (Cust)                               (Minor)
	 
	 	 
	TEN ENT — as tenants by the entireties
	 	 
	 
	 	 
	JT TEN — as joint tenants with rights
of survivorship and not as tenants in
common

	 	    under Uniform Gifts to
Minors Act                        

                                                                        (State)





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



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



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



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




	 	 	 
	Dated:                                         
	 	 
	 
	 	 
	 

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

	 	Signature Guarantee:                                         






A-8 









 






SIGNATURE GUARANTEE



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





A-9 









 








EXHIBIT B




CERTIFICATE OF AUTHENTICATION



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




	 	 	 	 	 	 	 
	Dated:	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

          Authorized Signatory
	 	 






B-1 









 






EXHIBIT C




FORM OF

5.05% SENIOR NOTE DUE 2019




			
	 	 	 
	No.
	 	CUSIP No. 26441C AD7






DUKE ENERGY CORPORATION

5.05% SENIOR NOTE DUE 2019




Principal Amount: $



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



Original Issue Date: August 28, 2009



Stated Maturity: September 15, 2019



Interest Payment Dates: Semi-annually on March 15 and September 15 of each year, commencing March
15, 2010.



Interest Rate: 5.05% per annum



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




     Duke Energy Corporation, a Delaware corporation (the “Corporation”, which term includes any
successor corporation under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to                     , or registered assigns, the principal sum of
                                         DOLLARS ($                    ) on the Stated Maturity shown above and to pay
interest thereon from the Original Issue Date shown above, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually in arrears on each
Interest Payment Date as specified above, commencing on March 15, 2010 and on the Stated Maturity
at the rate per annum shown above (the “Interest Rate”) until the principal hereof is paid or made
available for payment and on any overdue principal and on any overdue installment of interest. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date (other
than an Interest Payment Date that is the Stated Maturity or a Redemption Date) will, as provided
in the Indenture, be paid to the Person in whose name this 5.05% Senior Note due 2019 (this
“Security”) is registered on the Regular Record Date as specified above next preceding such
Interest Payment Date; provided that any interest payable at Stated Maturity or on a Redemption
Date will be paid to the Person to whom principal is payable. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities
exchange, if any, on



C-1 









 




which the Securities shall be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Indenture.




     Payments of interest on this Security will include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for this Security shall be computed and paid
on the basis of a 360-day year of twelve 30-day months and will accrue from August 28, 2009 or from
the most recent Interest Payment Date to which interest has been paid or duly provided for. In
the event that any date on which interest is payable on this Security is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or payment in respect of any such delay) with the same force
and effect as if made on the date the payment was originally payable. “Business Day” means a day
other than a Saturday or a Sunday that is neither a Legal Holiday nor a day on which banking
institutions in New York, New York are authorized or required by law, regulation or executive order
to close or a day on which the Corporate Trust Office is closed for business. “Legal Holiday”
means any day that is a legal holiday in New York, New York.



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



     The Securities of this series shall be redeemable, in whole or from time to time in part, at
the option of the Corporation on any date (a “Redemption Date”), at a Redemption Price equal to the
greater of (i) 100% of the principal amount of the Securities of this series to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points, plus, in either case, accrued and unpaid interest on the principal
amount being redeemed to such Redemption Date.



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



C-2 









 







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



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



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



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



     “Reference Treasury Dealer” means each of BNY Mellon Capital Markets, LLC, Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities Inc. and RBS Securities Inc. plus one other financial
institution appointed by the Corporation at the time of any redemption of the Securities of this
series or their respective affiliates which are primary U.S. Government securities dealers in the
United States (a “Primary Treasury Dealer”) and their respective successors; provided, however,
that if any of the foregoing or their affiliates or successors ceases to be a Primary Treasury
Dealer, the Corporation will substitute therefor another Primary Treasury Dealer.



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



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



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



C-3 









 





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



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



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



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



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



C-4 









 





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



	 	 	 	 	 	 	 
	 	 	Duke Energy Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






CERTIFICATE OF AUTHENTICATION



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




	 	 	 	 	 	 	 
	Dated:	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 
       
Authorized Signatory
	 	 






C-5 









 






(Reverse Side of Security)




     This 5.05% Senior Note due 2019 is one of a duly authorized issue of Securities of the
Corporation (the “Securities”), issued and issuable in one or more series under an Indenture, dated
as of June 3, 2008, as supplemented (the “Indenture”), between the Corporation and The Bank of New
York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as
Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the
Trustee and the Holders of the Securities issued thereunder and of the terms upon which said
Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof as 5.05% Senior Notes due 2019 initially in the aggregate principal
amount of $500,000,000. Capitalized terms used herein for which no definition is provided herein
shall have the meanings set forth in the Indenture.



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



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



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



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Corporation for such purpose, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Security Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series, of authorized



C-6 









 







denominations and of like tenor and for the same aggregate principal amount, will be issued to
the designated transferee or transferees. No service charge shall be made for any such
registration of transfer or exchange, but the Corporation may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.



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



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



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



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



C-7 









 





ABBREVIATIONS



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




	 	 	 
	TEN COM — as tenants in common

	 	UNIF GIFT MIN ACT –
______ Custodian __________

                                           (Cust)                      (Minor)
	 
	 	 
	TEN ENT — as tenants by the entireties
	 	 
	 
	 	 
	JT TEN — as joint tenants with rights
of survivorship and not as tenants in
common

	 	     under Uniform Gifts to
Minors Act                      

                                                                       (State)





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



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



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



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




	 	 	 
	Dated:                                         
	 	 
	 
	 	 
	 

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

	 	Signature Guarantee:                                         






C-8 









 






SIGNATURE GUARANTEE




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



C-9 









 





EXHIBIT D




CERTIFICATE OF AUTHENTICATION



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




	 	 	 	 	 	 	 
	Dated:	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 
      
Authorized Signatory
	 	 







D-1