Exhibit
4.1


 





 






 


DUKE
ENERGY CORPORATION


 


TO


 


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


 


Trustee


 





 






 


Twenty-eighth
Supplemental Indenture

Dated as of August 11, 2022


 





 






 


$900,000,000
4.300% SENIOR NOTES DUE 2028 


$1,150,000,000
4.500% SENIOR NOTES DUE 2032 


$1,150,000,000
5.000% SENIOR NOTES DUE 2052


 





 






 






     


     


    

 


TABLE
OF CONTENTS1 


 


ARTICLE I


 


4.300%
SENIOR NOTES DUE 2028


 


	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	 
	 	 	 	 
	 	 	4.500% SENIOR NOTES DUE 2032	 
	 	 	 	 
	Section 2.01.	 	Establishment	5
	Section 2.02.	 	Definitions	6
	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	 
	 	 	 	 
	 	 	5.000% SENIOR NOTES DUE 2052	 
	 	 	 	 
	Section 3.01.	 	Establishment	9
	Section 3.02.	 	Definitions	10
	Section 3.03.	 	Payment of Principal and Interest	11
	Section 3.04.	 	Denominations	12
	Section 3.05.	 	Global Securities	12
	Section 3.06.	 	Redemption	12
	Section 3.07.	 	Paying Agent and Security Registrar	13




 





 







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


     


    

 


	 	 	ARTICLE IV	 
	 	 	 	 
	 	 	MISCELLANEOUS PROVISIONS	 
	 	 	 	 
	Section 4.01.	 	Recitals by the Corporation	13
	 	 	 	 
	Section 4.02.	 	Ratification and Incorporation of Original
    Indenture	13
	 	 	 	 
	Section 4.03.	 	Instructions to Trustee	14
	 	 	 	 
	Section 4.04.	 	Executed in Counterparts; Electronic
    Signatures	14




 


Exhibit A
 – Form of 4.300% Senior Notes due 2028 


Exhibit B
 – Certificate of Authentication 


Exhibit C–
Form of 4.500% Senior Notes due 2032 


Exhibit D
 – Certificate of Authentication 


Exhibit E
 – Form of 5.000% Senior Notes due 2052 


Exhibit F
 – Certificate of Authentication


 






    ii


     


    

  


THIS
TWENTY-EIGHTH SUPPLEMENTAL INDENTURE is made as of the 11th day of August,
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-eighth 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 four 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-eighth 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


 


4.300%
SENIOR NOTES DUE 2028


 


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
4.300% Senior Notes due 2028 (the “2028 Notes”).


 


There
are to be authenticated and delivered initially $900,000,000 principal amount of the 2028 Notes, and no further 2028 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 2028 Notes shall be issued in fully registered form without coupons.


 


The
2028 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 2028 Notes shall be in substantially the form set forth in Exhibit B hereto.


 






     


     


    

 


Each
2028 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 2028 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 March 15 and September 15 of each year, commencing on March 15, 2023.


 


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


 


“Original
Issue Date” means August 11, 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 2028 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 2028 Notes do not remain in book-entry only form.


 


“Stated
Maturity” means March 15, 2028.


 


“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.



 



    2


     


    







 


 


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.


 


Section 1.03.     Payment
of Principal and Interest. The principal of the 2028 Notes shall be due at Stated Maturity (unless earlier redeemed).  The unpaid
principal amount of the 2028 Notes shall bear interest at the rate of 4.300% per annum until paid or duly provided for, such interest
to accrue from August 11, 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 2028 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 2028 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 2028 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 2028 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 2028 Notes shall include interest accrued to but excluding the respective Interest Payment Dates.  Interest payments
for the 2028 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 2028 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 2028 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 2028 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 2028 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 2028 Notes shall be made at the office of the Paying Agent
upon surrender of such 2028 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 2028 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 2028 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,
2028 Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable
as, 2028 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 2028 Notes shall be exchangeable for 2028 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 2028 Notes and beneficial owners of a majority in aggregate principal
amount of the 2028 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 2028 Notes registered in such names
as the Depositary shall direct.


 


Section 1.06.     Redemption.
The Corporation may redeem the 2028 Notes prior to February 15, 2028 (the “2028 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 2028 Notes matured on the 2028 Par Call 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 less (b) interest accrued to the Redemption Date; and (ii) 100% of the principal
amount of the 2028 Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.


 






    4


     


    

  


On
or after the 2028 Par Call Date, the Corporation may redeem the 2028 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 2028 Notes to be redeemed, plus accrued and unpaid interest
thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on the 2028 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 2028 Notes or portion of the 2028 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 2028 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  3.02 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 2028 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 2028 Notes are to be redeemed, the 2028 Notes or portions of 2028 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
2028 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 2028 Notes, with the Place of
Payment initially being the Corporate Trust Office.


 


ARTICLE II


 


4.500%
SENIOR NOTES DUE 2032


 


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
4.500% Senior Notes due 2032 (the “2032 Notes”).


 


There
are to be authenticated and delivered initially $1,150,000,000 principal amount of the 2032 Notes, and no further 2032 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 2032 Notes shall be issued in fully registered form without coupons.


 


The
2032 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 2032 Notes shall be in substantially the form set forth in Exhibit D hereto.


 






    5


     


    

 


Each
2032 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 2032 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 February 15 and August 15 of each year, commencing on February 15, 2023.


 


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


 


“Original
Issue Date” means August 11, 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 2032 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 2032 Notes do not remain in book-entry only form.


 


“Stated
Maturity” means August 15, 2032.


 


“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.



 



    6


     


    




 


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.


 


Section 2.03.     Payment
of Principal and Interest. The principal of the 2032 Notes shall be due at Stated Maturity (unless earlier redeemed).  The unpaid
principal amount of the 2032 Notes shall bear interest at the rate of 4.500% per annum until paid or duly provided for, such interest
to accrue from August 11, 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 2032 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 2032 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 2032 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 2032 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 2032 Notes shall include interest accrued to but excluding the respective Interest Payment Dates.  Interest payments
for the 2032 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 2032 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.


 






    7


     


    

  


Payment
of principal of, premium, if any, and interest on the 2032 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 2032 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 2032 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 2032 Notes shall be made at the office of the Paying Agent
upon surrender of such 2032 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 2.04.     Denominations.
The 2032 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 2032 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,
2032 Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable
as, 2032 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 2032 Notes shall be exchangeable for 2032 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 2032 Notes and beneficial owners of a majority in aggregate principal
amount of the 2032 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 2032 Notes registered in such names
as the Depositary shall direct.


 


Section 2.06.     Redemption.
The Corporation may redeem the 2032 Notes prior to May 15, 2032 (the “2032 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 2032 Notes matured on the 2032 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 30 basis points less (b) interest accrued to the Redemption Date; and (ii) 100% of the principal
amount of the 2032 Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.


 



    8


     


    




 


On
or after the 2032 Par Call Date, the Corporation may redeem the 2032 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 2032 Notes to be redeemed, plus accrued and unpaid interest
thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on the 2032 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 2032 Notes or portion of the 2032 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 2032 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  3.02 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 2032 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 2032 Notes are to be redeemed, the 2032 Notes or portions of 2032 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
2032 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 2032 Notes, with the Place of
Payment initially being the Corporate Trust Office.


 


ARTICLE III


 


5.000%
SENIOR NOTES DUE 2052


 


Section 3.01.     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 2052 (the “2052 Notes”).


 


There
are to be authenticated and delivered initially $1,150,000,000 principal amount of the 2052 Notes, and no further 2052 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 2052 Notes shall be issued in fully registered form without coupons.


 


The
2052 Notes shall be in substantially the form set out in Exhibit E hereto, and the form of the Trustee’s Certificate of Authentication
for the 2052 Notes shall be in substantially the form set forth in Exhibit F hereto.


 






    9


     


    

 


Each
2052 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 3.02.     Definitions.
The following defined terms used in this Article III shall, unless the context otherwise requires, have the meanings specified below
for purposes of the 2052 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 February 15 and August 15 of each year, commencing on February 15, 2023.


 


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


 


“Original
Issue Date” means August 11, 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 2052 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 2052 Notes do not remain in book-entry only form.


 


“Stated
Maturity” means August 15, 2052.


 


“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.



 






    10


     


    

 


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.


 


Section 3.03.     Payment
of Principal and Interest. The principal of the 2052 Notes shall be due at Stated Maturity (unless earlier redeemed).  The unpaid
principal amount of the 2052 Notes shall bear interest at the rate of 5.000% per annum until paid or duly provided for, such interest
to accrue from August 11, 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 2052 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 2052 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 2052 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 2052 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 2052 Notes shall include interest accrued to but excluding the respective Interest Payment Dates.  Interest payments
for the 2052 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 2052 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.


 






    11


     


    

  


Payment
of principal of, premium, if any, and interest on the 2052 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 2052 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 2052 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 2052 Notes shall be made at the office of the Paying Agent
upon surrender of such 2052 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 3.04.     Denominations.
The 2052 Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.


 


Section 3.05.     Global
Securities. The 2052 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,
2052 Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable
as, 2052 Notes in definitive form.  The Global Securities described in this Article III 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 2052 Notes shall be exchangeable for 2052 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 2052 Notes and beneficial owners of a majority in aggregate principal
amount of the 2052 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 2052 Notes registered in such names
as the Depositary shall direct.


 


Section 3.06.     Redemption.
The Corporation may redeem the 2052 Notes prior to February 15, 2052 (the “2052 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 2052 Notes matured on the 2052 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 35 basis points less (b) interest accrued to the Redemption Date; and (ii) 100% of the principal
amount of the 2052 Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.


 






    12


     


    

  


On
or after the 2052 Par Call Date, the Corporation may redeem the 2052 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 2052 Notes to be redeemed, plus accrued and unpaid interest
thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on the 2052 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 2052 Notes or portion of the 2052 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 2052 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  3.02 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 2052 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 2052 Notes are to be redeemed, the 2052 Notes or portions
of 2052 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
2052 Notes shall not have a sinking fund.


 


Section 3.07.     Paying
Agent and Security Registrar. The Trustee shall initially serve as Paying Agent with respect to the 2052 Notes, with the Place of
Payment initially being the Corporate Trust Office.


 


ARTICLE IV


 


MISCELLANEOUS
PROVISIONS


 


Section 4.01.     Recitals
by the Corporation. The recitals in this Twenty-eighth 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 2028 Notes, the 2032 Notes, the 2052 Notes and this Twenty-eighth Supplemental Indenture
as fully and with like effect as if set forth herein in full.


 


Section 4.02.     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-eighth Supplemental Indenture shall be read, taken and construed as one and the same instrument.


 






    13


     


    

  


Section 4.03.     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-eighth 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.


 


Section 4.04.     Executed
in Counterparts; Electronic Signatures. This Twenty-eighth 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.


 



    14


     


    







 


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-eighth Supplemental
Indenture]


 






     


     


    

  


EXHIBIT A


 


FORM OF 


4.300%
SENIOR NOTE DUE 2028


 


	No.	CUSIP
    No.  26441C BS3  


 


DUKE
ENERGY CORPORATION 


4.300%
SENIOR NOTE DUE 2028


 


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:  August 11, 2022


 


Stated
Maturity: March 15, 2028


 


Interest
Payment Dates:  Semi-annually on March 15 and September 15 of each year, commencing on March 15, 2023


 


Interest
Rate: 4.300% 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, 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 4.300% Senior Note due 2028
(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 August 11,
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 February 15, 2028 (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 25 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:


 






    A-2


     


    

  


		·	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.


 


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 August 11, 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: August 11, 2022	The Bank of New
    York Mellon Trust Company, N.A., as Trustee
	 	 
	 	 
	 	By:	                              
	 	Authorized
    Signatory


 






    A-6


     


    

 


(Reverse
Side of Security)


  


This
4.300% Senior Note due 2028 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 4.300% Senior Notes
due 2028 initially in the aggregate principal amount of $900,000,000.  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.


 






    A-7


     


    

 


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-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


4.500%
SENIOR NOTE DUE 2032


 


	No.	CUSIP
    No.  26441C BT1  


 


DUKE
ENERGY CORPORATION 


4.500%
SENIOR NOTE DUE 2032


 


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:  August 11, 2022


 


Stated
Maturity: August 15, 2032


 


Interest
Payment Dates:  Semi-annually on February 15 and August 15 of each year, commencing on February 15, 2023


 


Interest
Rate: 4.500% 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 February 15, 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 4.500% Senior Note due 2032
(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 August 11,
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 May 15, 2032 (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 30 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:


 



    C-2


     


    




 





		· 	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.


 


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.


 






    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, 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 August 11, 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: August 11, 2022	The Bank of New
    York Mellon Trust Company, N.A., as Trustee
	 	 
	 	 
	 	By:	                
	 	Authorized
    Signatory


 






    C-6


     


    

 


(Reverse
Side of Security)


  


This
4.500% Senior Note due 2032 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 4.500% Senior Notes
due 2032 initially in the aggregate principal amount of $1,150,000,000.  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.


 






    C-7


     


    

 


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-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


     


    




  


EXHIBIT E


 


FORM OF 


5.000%
SENIOR NOTE DUE 2052


 


	No.	CUSIP
    No.  26441C BU8  


 


DUKE
ENERGY CORPORATION 


5.000%
SENIOR NOTE DUE 2052


 


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:  August 11, 2022


 


Stated
Maturity: August 15, 2052


 


Interest
Payment Dates:  Semi-annually on February 15 and August 15 of each year, commencing on February 15, 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 February 15, 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 2052
(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.


 






    E-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 August 11,
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 February 15, 2052 (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 35 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:


 



    E-2


     


    

 


		· 	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.


 


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.


 






    E-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.


 






    E-4


     


    

 


IN
WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed as of August 11, 2022.


  


	 	Duke Energy Corporation
	 	 
	 	By:	     
	 	Name:
	 	Title:


 






    E-5


     


    

 


CERTIFICATE
OF AUTHENTICATION


  


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


 


	Dated: August 11, 2022	The Bank of New
    York Mellon Trust Company, N.A., as Trustee
	 	 
	 	By:	                
	 	Authorized
    Signatory


 






    E-6


     


    

 


(Reverse
Side of Security)


  


This
5.000% Senior Note due 2052 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 2052 initially in the aggregate principal amount of $1,150,000,000.  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.


 






    E-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.


 






    E-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:	 


 






    E-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.


 






    E-10


     


    

  


EXHIBIT F


 


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





























 






    F-1