Exhibit 4.1


 


 


DUKE ENERGY CORPORATION


 


TO


 


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


 


Trustee


 





 



 


Twenty-ninth Supplemental
Indenture

Dated as of December 8, 2022


 





 



 


$500,000,000 5.000% SENIOR NOTES DUE 2025


$500,000,000 5.000% SENIOR NOTES DUE 2027


 


 


 






    	 	 	 



     


    

 


TABLE OF CONTENTS1


 


	ARTICLE I
	 
	5.000% SENIOR NOTES DUE 2025
	 
	Section 1.01.	Establishment	     1
	Section 1.02.	Definitions	     2
	Section 1.03.	Payment of Principal and Interest	     3
	Section 1.04.	Denominations	     4
	Section 1.05.	Global Securities	     4
	Section 1.06.	Redemption	     4
	Section 1.07.	Paying Agent and Security Registrar	     5
	 	 	 
	ARTICLE II
	 
	5.000% SENIOR NOTES DUE 2027
	 
	Section 2.01.	Establishment	     5
	Section 2.02.	Definitions	     5
	Section 2.03.	Payment of Principal and Interest	     7
	Section 2.04.	Denominations	     8
	Section 2.05.	Global Securities	     8
	Section 2.06.	Redemption	     8
	Section 2.07.	Paying Agent and Security Registrar	     9
	 	 	 
	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.	Instructions to Trustee	     9
	Section 3.04.	Executed in Counterparts; Electronic Signatures	     10



 


Exhibit A –Form of 5.000% Senior Notes due 2025


Exhibit B – Certificate of Authentication


Exhibit C – Form of 5.000% Senior Notes due 2027


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
TWENTY-NINTH SUPPLEMENTAL INDENTURE is made as of the 8th day of December, 2022, by and among DUKE ENERGY CORPORATION,
a Delaware corporation, having its principal office at 526 South Church Street, Charlotte, North Carolina 28202-1803 (the “Corporation”),
and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking
association, as Trustee (herein called the “Trustee”).


 


WITNESSETH:


 


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


 


WHEREAS,
the Original Indenture is incorporated herein by this reference and the Original Indenture, as it may be amended and supplemented to
the date hereof, including by this Twenty-ninth 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 Twenty-ninth 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


 


5.000%
SENIOR NOTES DUE 2025


 


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
5.000% Senior Notes due 2025 (the “2025 Notes”).


 


There are to be authenticated
and delivered initially $500,000,000 principal amount of the 2025 Notes, and no further 2025 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 2025 Notes shall be issued in fully registered form without coupons.


 


The 2025 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 2025
Notes shall be in substantially the form set forth in Exhibit B hereto.


 






    	 		 



     


    

 


Each 2025 Note shall be dated
the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest
Payment Date to which interest has been paid or duly provided for.


 


Section 1.02.         Definitions.
The following defined terms used in this Article I shall, unless the context otherwise requires, have the meanings specified below
for purposes of the 2025 Notes.  Capitalized terms used herein for which no definition is provided herein shall have the meanings
set forth in the Original Indenture.


 


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


 


“Interest Payment Date”
means each June 8 and December 8 of each year, commencing on June 8, 2023.


 


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


 


“Original Issue Date”
means December 8, 2022.


 


“Regular Record Date”
means, with respect to each Interest Payment Date, the close of business on (i) the Business Day immediately preceding such Interest
Payment Date so long as all of the 2025 Notes remain in book-entry only form or (ii) the 15th calendar day next preceding such Interest
Payment Date (whether or not a Business Day) if any of the 2025 Notes do not remain in book-entry only form.


 


“Stated Maturity”
means December 8, 2025.


 


“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by the Corporation in accordance with the following
two paragraphs.


 


The
Treasury Rate shall be determined by the Corporation 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) (“H.15 TCM”). In determining
the Treasury Rate, the Corporation 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 maturity date of the 2025 Notes (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 the Remaining Life—and shall interpolate to the maturity date of the 2025
                                            Notes on a straight-line basis (using the actual number of days) using such yields and rounding
                                            the result to three decimal places; or



 






    	 	2	 



     


    

 


		·	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 the 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 TCM is no longer published, the Corporation 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 maturity date of
the 2025 Notes. If there is no United States Treasury security maturing on the maturity date of the 2025 Notes, but there are two or
more United States Treasury securities with a maturity date equally distant from the maturity date of the 2025 Notes, one with a maturity
date preceding the maturity date of the 2025 Notes and one with a maturity date following the maturity date of the 2025 Notes, the Corporation
shall select the United States Treasury security with a maturity date preceding the maturity date of the 2025 Notes. If there are two
or more United States Treasury securities maturing on the maturity date of the 2025 Notes, or two or more United States Treasury securities
meeting the criteria of the preceding sentence, the Corporation 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
Corporation’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 our calculations of, the redemption price.


 


Section 1.03.         Payment
of Principal and Interest. The principal of the 2025 Notes shall be due at Stated Maturity (unless earlier redeemed).  The unpaid
principal amount of the 2025 Notes shall bear interest at the rate of 5.000% per annum until paid or duly provided for, such interest
to accrue from December 8, 2022 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 2025 Notes are
registered on the applicable 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 2025 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 2025 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 2025 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
2025 Notes shall include interest accrued to but excluding the respective Interest Payment Dates.  Interest payments for the 2025
Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months.  In the event that any date
on which interest is payable on the 2025 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.


 






    	 	3	 



     


    

 


Payment of principal of,
premium, if any, and interest on the 2025 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
2025 Notes represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder of such Global
Security. If any of the 2025 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 2025 Notes shall be made at the office of the Paying Agent upon surrender
of such 2025 Notes to the Paying Agent and (ii) payments of interest shall be made, at the option of the Corporation, subject to
such surrender where applicable, by (A) check mailed to the address of the Person entitled thereto as such address shall appear
in the Security Register or (B) wire transfer at such place and to such account at a banking institution in the United States as
may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.


 


Section 1.04.         Denominations.
The 2025 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 2025 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,
2025 Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable
as, 2025 Notes in definitive form.  The Global Securities described in this Article I may not be transferred except by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or
to a successor Depositary or its nominee.


 


A
Global Security representing the 2025 Notes shall be exchangeable for 2025 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 2025 Notes and beneficial owners of a majority in aggregate principal amount of the 2025 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 2025 Notes registered in such names as the Depositary shall direct.


 


Section 1.06.         Redemption.
The Corporation may redeem the 2025 Notes, at its option, in whole or in part, at any time and from time to time, at the option of the
Corporation, on any date (a “Redemption Date”), at a redemption price (expressed as a percentage of principal amount and
rounded to three decimal places) equal to the greater of: (i)(a) the sum of the present values of the remaining scheduled payments
of principal and interest thereon discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the Redemption Date; and (ii) 100% of
the principal amount of the 2025 Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to, but excluding, the
Redemption Date.


 






    	 	4	 



     


    

 


On or after the date of redemption,
interest will cease to accrue on the 2025 Notes or portion of the 2025 Notes redeemed. However, interest will continue to accrue if the
Corporation defaults in the payment of the amount due upon redemption.


 


Notice of redemption to each
Holder of the 2025 Notes shall be mailed (or, as long as the Notes of this series are represented by one or more Book-Entry Debt Securities,
transmitted in accordance with the Depository’s standard procedures therefor) by the Corporation, or, at the Corporation’s
request, by the Trustee, in the manner provided in Section  1104 of the Original Indenture, at least ten (10) and not more
than sixty (60) days prior to the date fixed for redemption.


 


The
Corporation shall notify the Trustee of the redemption price with respect to any redemption of the 2025 Notes occurring before
the maturity date of the 2025 Notes promptly after the calculation thereof. The Trustee shall not be responsible for calculating said
redemption price.


 


If less than all of the 2025
Notes are to be redeemed, the 2025 Notes or portions of 2025 Notes to be redeemed in amounts of $2,000 or any integral multiple of $1,000
in excess thereof shall be selected for redemption in accordance with the standard procedures of the Depositary.


 


The
2025 Notes shall not have a sinking fund.


 


Section 1.07.         Paying
Agent and Security Registrar. The Trustee shall initially serve as Paying Agent with respect to the 2025 Notes, with the Place of
Payment initially being the Corporate Trust Office.


 


ARTICLE II


 


5.000%
SENIOR NOTES DUE 2027


 


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
5.000% Senior Notes due 2027 (the “2027 Notes”).


 


There are to be authenticated
and delivered initially $500,000,000 principal amount of the 2027 Notes, and no further 2027 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 2027 Notes shall be issued in fully registered form without coupons.


 


The 2027 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 2027
Notes shall be in substantially the form set forth in Exhibit D hereto.


 


Each 2027 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 II shall, unless the context otherwise requires, have the meanings specified below
for purposes of the 2027 Notes.  Capitalized terms used herein for which no definition is provided herein shall have the meanings
set forth in the Original Indenture.


 


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


 






    	 	5	 



     


    

 


“Interest Payment Date”
means each June 8 and December 8 of each year, commencing on June 8, 2023.


 


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


 


“Original Issue Date”
means December 8, 2022.


 


“Regular Record Date”
means, with respect to each Interest Payment Date, the close of business on (i) the Business Day immediately preceding such Interest
Payment Date so long as all of the 2027 Notes remain in book-entry only form or (ii) the 15th calendar day next preceding such Interest
Payment Date (whether or not a Business Day) if any of the 2027 Notes do not remain in book-entry only form.


 


“Stated Maturity”
means December 8, 2027.


 


“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by the Corporation in accordance with the following
two paragraphs.


 


The
Treasury Rate shall be determined by the Corporation 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) (“H.15 TCM”). In determining
the Treasury Rate, the Corporation 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 the 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 the 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 TCM is no longer published, the Corporation 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 Corporation 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 Corporation 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.


 






    	 	6	 



     


    

 


The
Corporation’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 our calculations of, the redemption price.


 


Section 2.03.         Payment
of Principal and Interest. The principal of the 2027 Notes shall be due at Stated Maturity (unless earlier redeemed).  The unpaid
principal amount of the 2027 Notes shall bear interest at the rate of 5.000% per annum until paid or duly provided for, such interest
to accrue from December 8, 2022 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 2027 Notes are
registered on the applicable 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 2027 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 2027 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 2027 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
2027 Notes shall include interest accrued to but excluding the respective Interest Payment Dates.  Interest payments for the 2027
Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months.  In the event that any date
on which interest is payable on the 2027 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 2027 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
2027 Notes represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder of such Global
Security. If any of the 2027 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 2027 Notes shall be made at the office of the Paying Agent upon surrender
of such 2027 Notes to the Paying Agent and (ii) payments of interest shall be made, at the option of the Corporation, subject to
such surrender where applicable, by (A) check mailed to the address of the Person entitled thereto as such address shall appear
in the Security Register or (B) wire transfer at such place and to such account at a banking institution in the United States as
may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.


 






    	 	7	 



     


    

 


Section 2.04.         Denominations.
The 2027 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 2027 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,
2027 Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable
as, 2027 Notes in definitive form.  The Global Securities described in this Article II may not be transferred except by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or
to a successor Depositary or its nominee.


 


A
Global Security representing the 2027 Notes shall be exchangeable for 2027 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 2027 Notes and beneficial owners of a majority in aggregate principal amount of the 2027 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 2027 Notes registered in such names as the Depositary shall direct.


 


Section 2.06.         Redemption.
The Corporation may redeem the 2027 Notes prior to November 8, 2027 (the “2027 Par Call Date”), at its option, in whole
or in part, at any time and from time to time, at the option of the Corporation, on any date (a “Redemption Date”), at a
redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i)(a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming
the 2027 Notes matured on the 2027 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 20 basis points less (b) interest accrued to the Redemption Date; and (ii) 100% of the principal
amount of the 2027 Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.


 


On or after the 2027 Par
Call Date, the Corporation may redeem the 2027 Notes at its option, 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 2027 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding,
the Redemption Date. Notwithstanding the foregoing, installments of interest on the 2027 Notes that are due and payable on an Interest
Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the Holders as of the close of
business on the relevant Record Date.


 


On or after the date of redemption,
interest will cease to accrue on the 2027 Notes or portion of the 2027 Notes redeemed. However, interest will continue to accrue if the
Corporation defaults in the payment of the amount due upon redemption.


 


Notice of redemption to each
Holder of the 2027 Notes shall be mailed (or, as long as the Notes of this series are represented by one or more Book-Entry Debt Securities,
transmitted in accordance with the Depository’s standard procedures therefor) by the Corporation, or, at the Corporation’s
request, by the Trustee, in the manner provided in Section  1104 of the Original Indenture, at least ten (10) and not more
than sixty (60) days prior to the date fixed for redemption.


 






    	 	8	 



     


    

 


The
Corporation shall notify the Trustee of the redemption price with respect to any redemption of the 2027 Notes occurring before
the Par Call Date promptly after the calculation thereof. The Trustee shall not be responsible for calculating said redemption price.


 


If
less than all of the 2027 Notes are to be redeemed, the 2027 Notes or portions of 2027 Notes to be redeemed in amounts of $2,000
or any integral multiple of $1,000 in excess thereof shall be selected for redemption in accordance with the standard procedures
of the Depositary.


 


The
2027 Notes shall not have a sinking fund.


 


Section 2.07.         Paying
Agent and Security Registrar. The Trustee shall initially serve as Paying Agent with respect to the 2027 Notes, with the Place of
Payment initially being the Corporate Trust Office.


 


ARTICLE III


 


MISCELLANEOUS
PROVISIONS


 


Section 3.01.         Recitals
by the Corporation. The recitals in this Twenty-ninth 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 2025 Notes, the 2027 Notes and this Twenty-ninth 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 Twenty-ninth Supplemental Indenture shall be read, taken and construed as one and the same instrument.


 


Section 3.03.         Instructions
to Trustee. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to this Twenty-ninth Supplemental Indenture and delivered using Electronic Means; provided, however, that the Corporation
shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized
Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the
Corporation whenever a person is to be added or deleted from the listing. If the Corporation elects to give the Trustee Instructions
using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such
Instructions shall be deemed controlling. The Corporation understands and agrees that the Trustee cannot determine the identity of the
actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by
an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Corporation
shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Corporate Trustee and that the Corporation
and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes,
passwords and/or authentication keys upon receipt by the Corporation. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s good faith reliance upon and compliance with such Instructions notwithstanding
such directions conflict or are inconsistent with a subsequent written instruction. The Corporation agrees: (i) to assume all risks
arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee
acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of
the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more
secure methods of transmitting Instructions than the method(s) selected by the Corporation; (iii) that the security procedures
(if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection
in light of its particular needs and circumstances; and (iv) to notify the Trustee as soon as reasonably practicable upon learning
of any compromise or unauthorized use of the security procedures. “Electronic Means” shall mean the following communications
methods: e-mail, facsimile trans-mission, secure electronic transmission containing applicable authorization codes, passwords and/or
authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with
its services hereunder.


 






    	 	9	 



     


    

 


Section 3.04.         Executed
in Counterparts; Electronic Signatures. This Twenty-ninth Supplemental Indenture may be executed in several counterparts, each of
which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. The words “execution,”
signed,” signature,” and words of like import in 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 Original Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, Company Order, Opinion of Counsel,
Security, certificate of authentication appearing on or attached to any Security, supplemental indenture or other certificate, opinion
of counsel, instrument, agreement or other document delivered pursuant to the Indenture may be executed, attested and transmitted by
any of the foregoing electronic means and formats, (b) all references in Section 303 or elsewhere in the Original Indenture
to the execution, attestation or authentication of any Security or any certificate of authentication appearing on or attached to any
Security by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the
foregoing electronic means or formats, and (c) any requirement in Section 303 or elsewhere in the Original Indenture that any
signature be made under a corporate seal (or facsimile thereof) shall not be applicable to the Securities of such series.


 






    	 	10	 



     


    

 


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


 


	 	Duke Energy Corporation
	 	 
	 	By:	/s/
    Chris R. Bauer
	 	Name:	Chris R. Bauer
	 	Title: 	Assistant Treasurer
	 	 
	 	The Bank of New
    York Mellon Trust Company, N.A., as Trustee
	 	 
	 	By:	/s/
    Ann M. Dolezal
	 	Name:	Ann M. Dolezal
	 	Title:	Vice President


 


[Signature Page to Twenty-ninth Supplemental
Indenture]


 






    	 		 



     


    

 


EXHIBIT A


 


FORM OF


5.000% SENIOR NOTE DUE 2025


 


	No.	CUSIP
    No.  26441C BV6  


 


DUKE ENERGY CORPORATION


5.000% SENIOR NOTE DUE 2025


 


Principal Amount:  $


 


Regular
Record Date:  [Close of business on the business day immediately preceding such Interest Payment Date so long as all of the
Securities (as defined herein) of this series remain in book-entry only form] [Close of business on the 15th calendar day
next preceding such Interest Payment Date (whether or not a Business Day) if any of the Securities (as defined herein) of this series
do not remain in book-entry only form]


 


Original Issue Date:  December 8, 2022


 


Stated Maturity: December 8, 2025


 


Interest Payment Dates:  Semi-annually on
June 8 and December 8 of each year, commencing on June 8, 2023


 


Interest Rate: 5.000% 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 June 8, 2023 and on the Stated Maturity at the rate per annum shown above until the principal hereof is paid
or made available for payment and at such rate on any overdue principal and on any overdue installment of interest.  The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Stated
Maturity or a Redemption Date) will, as provided in the Indenture, be paid to the Person in whose name this 5.000% Senior Note due 2025
(this “Security”) is registered on the applicable 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 which the Securities
shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.


 






    	 	A-1	 



     


    

 


Payments of interest on this
Security will include interest accrued to but excluding the respective Interest Payment Dates.  Interest payments for this Security
shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months and will accrue from December 8, 2022
or from the most recent Interest Payment Date to which interest has been paid or duly provided for.  In the event that any date
on which interest is payable on this Security is not a Business Day, then payment of the interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) with the same force
and effect as if made on the date the payment was originally payable.  “Business Day” means any day other than a Saturday
or Sunday that is neither a Legal Holiday nor a day on which banking institutions in New York, New York are authorized or required by
law, regulation or executive order to close, or a day on which the Corporate Trust Office is closed for business.  “Legal
Holiday” means any day that is a legal holiday in New York, New York.


 


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


 


The
Corporation may redeem this Security, in whole or in part and from time to time, at the option of the Corporation, on any date (a “Redemption
Date”), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the
greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted
to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus
15 basis points less (b) interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Securities to
be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.


 


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


 


“Treasury
Rate” means, with respect to any Redemption Date for the Securities, the yield determined by the Corporation in accordance
with the following two paragraphs.


 


The
Treasury Rate shall be determined by the Corporation 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) (“H.15 TCM”). In determining
the Treasury Rate, the Corporation 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 maturity date of the 2025 Notes (the “Remaining Life”); or



 






    	 	A-2	 



     


    

 


		·	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 the Remaining Life—and shall interpolate to the maturity date of the 2025
                                            Notes, 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 the 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 TCM is no longer published, the Corporation 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 maturity date of
the 2025 Notes. If there is no United States Treasury security maturing on the maturity date of the 2025 Notes but there are two or more
United States Treasury securities with a maturity date equally distant from the maturity date of the 2025 Notes, one with a maturity
date preceding the maturity date of the 2025 Notes and one with a maturity date following the maturity date of the 2025 Notes, the Corporation
shall select the United States Treasury security with a maturity date preceding the maturity date of the 2025 Notes. If there are two
or more United States Treasury securities maturing on the maturity date of the 2025 Notes, or two or more United States Treasury securities
meeting the criteria of the preceding sentence, the Corporation 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 Corporation’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 our calculations of, the redemption price.


 


The
Corporation shall notify the Trustee of the redemption price with respect to any redemption of the Securities of this series occurring
before the Par Call Date promptly after the calculation thereof. The Trustee shall not be responsible for calculating said redemption
price.


 


Notice
of any redemption by the Corporation will be mailed (or, as long as the Securities of this series are represented by one or more
Global Securities, transmitted in accordance with the Depositary’s standard procedures therefor) at least 10 days but not more
than 60 days before any Redemption Date to each Holder of Securities of this series to be redeemed.  If Notice of a redemption is
provided and funds are deposited as required, interest will cease to accrue on and after the Redemption Date on the Securities of this
series or portions of Securities of this series called for redemption.  In the event that any Redemption Date is not a Business
Day, the Corporation will pay the redemption price on the next Business Day without any interest or other payment in respect of any such
delay.  If less than all the Securities of this series are to be redeemed at the option of the Corporation, the Securities of this
series and portions of the Securities of this series in amounts of $2,000 or any integral multiple of $1,000 in excess thereof shall
be selected for redemption in accordance with the standard procedures of the Depositary.


 






    	 	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, facsimile or electronic signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 






    	 	A-4	 



     


    

 


IN WITNESS WHEREOF, the Corporation
has caused this instrument to be duly executed as of December 8, 2022.


 


	 	Duke Energy Corporation
	 	 
	 	By:	             
	 	Name:
	 	Title:


 






    	 	A-5	 



     


    

 


CERTIFICATE OF AUTHENTICATION


 


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


 


	Dated: December 8, 2022	The Bank of New
    York Mellon Trust Company,

    N.A., as Trustee
	 	 
	 	By:	                           
		Authorized Signatory


 






    	 	A-6	 



     


    

 


(Reverse Side of Security)


 


This 5.000% Senior Note due
2025 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 5.000% Senior Notes due 2025 initially in the
aggregate principal amount of $500,000,000.  Capitalized terms used herein for which no definition is provided herein shall have
the meanings set forth in the Indenture.


 


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


 


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


 


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


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Corporation for such purpose, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Corporation and the Security Registrar and duly executed by, the Holder
hereof or his attorney duly authorized in writing and thereupon one or more new Securities of this series, of authorized denominations
and of like tenor and for the same aggregate principal amount, will be issued to the designated transferee or transferees.  No service
charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.


 


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


 






    	 	A-7	 



     


    

 


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-8	 



     


    

 


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-9	 



     


    

 


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-10	 



     


    

 


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


5.000% SENIOR NOTE DUE 2027


 


	No.	CUSIP
    No.  26441C BW4  


 


DUKE ENERGY CORPORATION


5.000% SENIOR NOTE DUE 2027


 


Principal Amount:  $


 


Regular
Record Date:  [Close of business on the business day immediately preceding such Interest Payment Date so long as all of the
Securities (as defined herein) of this series remain in book-entry only form] [Close of business on the 15th calendar day
next preceding such Interest Payment Date (whether or not a Business Day) if any of the Securities (as defined herein) of this series
do not remain in book-entry only form]


 


Original Issue Date:  December 8, 2022


 


Stated Maturity: December 8, 2027


 


Interest Payment Dates:  Semi-annually on
June 8 and December 8 of each year, commencing on June 8, 2023


 


Interest Rate: 5.000% 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 June 8, 2023 and on the Stated Maturity at the rate per annum shown above until the principal hereof is paid
or made available for payment and at such rate on any overdue principal and on any overdue installment of interest.  The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Stated
Maturity or a Redemption Date) will, as provided in the Indenture, be paid to the Person in whose name this 5.000% Senior Note due 2027
(this “Security”) is registered on the applicable 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 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.


 






    	 	C-1	 



     


    

 


Payments of interest on this
Security will include interest accrued to but excluding the respective Interest Payment Dates.  Interest payments for this Security
shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months and will accrue from December 8, 2022
or from the most recent Interest Payment Date to which interest has been paid or duly provided for.  In the event that any date
on which interest is payable on this Security is not a Business Day, then payment of the interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) with the same force
and effect as if made on the date the payment was originally payable.  “Business Day” means any day other than a Saturday
or Sunday that is neither a Legal Holiday nor a day on which banking institutions in New York, New York are authorized or required by
law, regulation or executive order to close, or a day on which the Corporate Trust Office is closed for business.  “Legal
Holiday” means any day that is a legal holiday in New York, New York.


 


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


 


The
Corporation may redeem this Security prior to November 8, 2027 (the “Par Call Date”), in whole or in part and from time
to time, at the option of the Corporation, on any date (a “Redemption Date”), at a redemption price (expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Securities 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 plus 20 basis
points less (b) interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Securities to be redeemed,
plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.


 


On
or after the Par Call Date, the Corporation may redeem the Securities of this series, in whole or in part, at any time and from
time to time, at the option of the Corporation, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed
plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.


 


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


 


“Treasury Rate”
means, with respect to any Redemption Date for the Securities, the yield determined by the Corporation in accordance with the following
two paragraphs.


 


The Treasury Rate shall be
determined by the Corporation 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) (“H.15 TCM”). In determining the Treasury Rate, the Corporation 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



 






    	 	C-2	 



     


    

 


		·	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 the 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 the 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 TCM is no longer published, the Corporation 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 Corporation 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 Corporation 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
Corporation’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 our calculations of, the redemption price.


 


The
Corporation shall notify the Trustee of the redemption price with respect to any redemption of the Securities of this series occurring
before the Par Call Date promptly after the calculation thereof. The Trustee shall not be responsible for calculating said redemption
price.


 






    	 	C-3	 



     


    

 


Notice of any redemption
by the Corporation will be mailed (or, as long as the Securities of this series are represented by one or more Global Securities, transmitted
in accordance with the Depositary’s standard procedures therefor) at least 10 days but not more than 60 days before any Redemption
Date to each Holder of Securities of this series to be redeemed.  If Notice of a redemption is provided and funds are deposited
as required, interest will cease to accrue on and after the Redemption Date on the Securities of this series or portions of Securities
of this series called for redemption.  In the event that any Redemption Date is not a Business Day, the Corporation will pay the
redemption price on the next Business Day without any interest or other payment in respect of any such delay.  If less than all
the Securities of this series are to be redeemed at the option of the Corporation, the Securities of this series and portions of the
Securities of this series in amounts of $2,000 or any integral multiple of $1,000 in excess thereof shall be selected for redemption
in accordance with the standard procedures of the Depositary.


 


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


 


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


 


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


 


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


 


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


 






    	 	C-4	 



     


    

 


IN WITNESS WHEREOF, the Corporation
has caused this instrument to be duly executed as of December 8, 2022.


 


	 	Duke Energy Corporation
	 	 
	 	By:	             
	 	Name:
	 	Title:


 






    	 	C-5	 



     


    

 


CERTIFICATE OF AUTHENTICATION


 


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


 


	Dated: December 8, 2022	The Bank of New
    York Mellon Trust Company,

    N.A., as Trustee
	 	 
	 	By:	                          
	 	Authorized
    Signatory


 






    	 	C-6	 



     


    

 


(Reverse Side of Security)


 


This 5.000% Senior Note due
2027 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 5.000% Senior Notes due 2027 initially in the
aggregate principal amount of $500,000,000.  Capitalized terms used herein for which no definition is provided herein shall have
the meanings set forth in the Indenture.


 


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


 


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


 


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


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Corporation for such purpose, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Corporation and the Security Registrar and duly executed by, the Holder
hereof or his attorney duly authorized in writing and thereupon one or more new Securities of this series, of authorized denominations
and of like tenor and for the same aggregate principal amount, will be issued to the designated transferee or transferees.  No service
charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.


 


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


 






    	 	C-7	 



     


    

 


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-8	 



     


    

 


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-9	 



     


    

 


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-10	 



     


    

 


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