EIGHTY-EIGHTH SUPPLEMENTAL INDENTURE

Exhibit 4.1

Execution Copy

DUKE ENERGY CAROLINAS, LLC

TO

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

EIGHTY-EIGHTH SUPPLEMENTAL INDENTURE

Dated as of November 17, 2008

CREATING TWO SERIES OF FIRST AND REFUNDING
MORTGAGE BONDS
$400,000,000 FIRST AND REFUNDING MORTGAGE BONDS, 5.75% SERIES C DUE 2013
$500,000,000 FIRST AND REFUNDING MORTGAGE BONDS, 7.00% SERIES C DUE 2018

SUPPLEMENTAL TO
FIRST AND REFUNDING MORTGAGE
DATED AS OF DECEMBER 1, 1927

     SUPPLEMENTAL INDENTURE, bearing date as of the 17th day of November, 2008, made and entered into by and between Duke Energy Carolinas, LLC, a limited liability company duly organized and existing under the laws of the State of North Carolina, hereinafter called the “Company,” party of the first part, and The Bank of New York Mellon Trust Company, N.A., (formerly known as The Bank of New York Trust Company, N.A.) a national banking association, having a corporate trust office at 900 Ashwood Parkway, Suite 425, Atlanta, Georgia 30338, hereinafter called the “Trustee,” as Trustee, party of the second part. The Trustee is the successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank (successor to Morgan Guaranty Trust Company of New York)), as trustee.

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

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

     WHEREAS bonds of a series known as the “First and Refunding Mortgage Bonds, 2.65% Series Due 1977” (herein called “bonds of the 2.65% Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 2 7/8% Series Due 1979” (herein called “bonds of the 1979 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 6 3/8% Series Due 1998” (herein called “bonds of the 1998 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, Pollution Control Facilities Revenue Refunding Series Due 2014” (herein called “bonds of the 1990 Pollution Control Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, City of Greensboro Series Due 2027” (herein called “bonds of the 2027 City of Greensboro Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, Medium-Term Notes Series” (herein called “bonds of the Medium-Term Notes Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 6 5/8% Series B Due 2003” (herein called “bonds of the 2003 Series B”), bonds of a series known as the “First and Refunding Mortgage Bonds, 6 3/8% Series Due 2008” (herein called “bonds of the 2008 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 5 7/8% Series C Due 2003” (herein called “bonds of the 2003 Series C”), bonds of a series known as the “First and Refunding Mortgage Bonds, Pollution Control Facilities Revenue Refunding Series Due 2014” (herein called “bonds of the 1993 Pollution Control Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 6 1/4% Series B 2004” (herein called “bonds of the

2004 Series B”), bonds of a series known as the “First and Refunding Mortgage Bonds, 7% Series Due 2033” (herein called “bonds of the 2033 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 6 7/8% Series B Due 2023” (herein called “bonds of the 2023 Series B”), bonds of a series known as the “First and Refunding Mortgage Bonds, 6 3/4% Series Due 2025” (herein called “bonds of the 2025 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 7 7/8% Series Due 2024” (herein called “bonds of the 2024 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 7 ¹ / 2 % Series B Due 2025” (herein called “bonds of the 2025 Series B”), bonds of a series known as the “First and Refunding Mortgage Bonds, 7 ¹ / 2 % Series Due 1999” (herein called “bonds of the 1999 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 7% Series Due 2000” (herein called “bonds of the 2000 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 7% Series B Due 2000” (herein called “bonds of the 2000 Series B”), bonds of a series known as the “First and Refunding Mortgage Bonds, 6.625% Series due 2003” (herein called “bonds of the 2003 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 9 5/8% Series due 2020” (herein called “bonds of the 2020 Series”), bonds of a series known as the “First and Refunding Mortgage Bonds, 8 3/4% Series due 2021” (herein called “bonds of the 2021 Series”), bonds of a series known as “First and Refunding Mortgage Bonds, 7% Series due 2005” (herein called “bonds of the 2005 Series”), bonds of a series known as “First and Refunding Mortgage Bonds, 3.75% Series A due 2008” (herein called “bonds of the 3.75% Series A”), bonds of series known as “First and Refunding Mortgage Bonds, 3.75% Series B due 2008” (herein called “bonds of the 3.75% Series B,” and together with the bonds of the 3.75% Series A, the “bonds of the 3.75% Series”), bonds of a series known as “First and Refunding Mortgage Bonds, 7 3/8% Series Due 2023” (herein called “bonds of the 7 3/8% Series”), bonds of series known as “First and Refunding Mortgage Bonds, 4 ¹ / 2 % Series Due 2010” (herein called “bonds of the 4 ¹ / 2 % Series”), bonds of series known as “First and Refunding Mortgage Bonds, 5.30% Series due 2015” (herein called “bonds of the 5.30% Series”), bonds of series known as “First and Refunding Mortgage Bonds, 5.25% Series due 2018” (herein called “bonds of the 5.25% Series”), bonds of series known as “First and Refunding Mortgage Bonds, 6.00% Series due 2038” (herein called “bonds of the 6.00% Series”), bonds of series known as “First and Refunding Mortgage Bonds, 2007A Pledge Series due 2040” (herein called “bonds of the 2007A Pledge Series”), bonds of series known as “First and Refunding Mortgage Bonds, 2007B Pledge Series due 2040” (herein called “bonds of the 2007B Pledge Series”), bonds of series known as “First and Refunding Mortgage Bonds, 5.10% Series B due 2018” (herein called “bonds of the 5.10% Series”), bonds of series known as “First and Refunding Mortgage Bonds, 6.05% Series B due 2038” (herein called “bonds of the 6.05% Series”) and such other bonds that have been issued have heretofore been issued and (except for bonds of the 2.65% Series, bonds of the 1979 Series, bonds of the 1998 Series, bonds of the 1999 Series, bonds of the 2000 Series, bonds of the 2000 Series B, bonds of the 2003 Series, bonds of the 2003 Series B, bonds of the 2003 Series C, bonds of the 2020 Series, bonds of the 2021 Series, bonds of the 2005 Series, bonds of the 2025 Series B, bonds of the 7 3/8% Series and other such bonds which have been redeemed or retired in their entirety) are the only bonds now outstanding under the original indenture as heretofore supplemented; and

     WHEREAS the Company has duly executed and delivered a supplemental indenture, dated as of June 15, 1964, to Morgan Guaranty Trust Company of New York, as Trustee, for the purpose of evidencing the succession by merger of the Company to the New Jersey Company and the assumption by the Company of the covenants and conditions of the New Jersey

Company in the original indenture and to enable the Company to have and exercise the powers and rights of the New Jersey Company under the original indenture in accordance with the terms thereof and whereby the Company assumed and agreed to pay duly and punctually the principal of and interest on the bonds issued under the original indenture in accordance with the provisions of said bonds and the coupons thereto appertaining and the original indenture, and agreed to perform and fulfill all the terms, covenants and conditions of the original indenture binding upon the New Jersey Company, and

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

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

     WHEREAS the Company desires to create under the original indenture, as heretofore supplemented and as to be supplemented by this supplemental indenture, two new series of bonds, to be known as its “First and Refunding Mortgage Bonds, 5.75% Series C due 2013” and its “First and Refunding Mortgage Bonds, 7.00% Series C due 2018”, and to determine the terms and provisions and the form of the bonds of each such series; and

     WHEREAS for the purposes hereinabove recited, and pursuant to due limited liability company action, the Company has duly determined to execute and deliver to the Trustee a supplemental indenture in the form hereof supplementing the original indenture (the original indenture, as supplemented by the aforesaid supplemental indenture dated as of June 15, 1964, by supplemental indentures dated as of February 1, 1968, March 1, 1990, May 15, 1990, July 1, 1991, March 1, 1993, April 1, 1993, May 1, 1993, July 1, 1993, August 1, 1993, August 20, 1993, May 1, 1994, February 25, 2003, March 21, 2003, September 23, 2003, March 20, 2006, January 10, 2008, February 11, 2008, April 14, 2008 and as hereby supplemented, being sometimes hereinafter referred to as the “Indenture”); and

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in consideration of the premises and of the sum of one dollar duly paid by the Company to the Trustee at or before the execution and delivery of these presents, the receipt

whereof is hereby acknowledged, the Company hereby covenants and agrees with the Trustee and its successors in the trust under the Indenture as follows:

PART ONE.

BONDS OF THE 2013 SERIES C AND BONDS OF THE 2018 SERIES C

      SECTION 1. BONDS OF THE 2013 SERIES C

           SECTION 1.1 The Company hereby creates a new series of bonds to be issued under and secured by the Indenture and known as its First and Refunding Mortgage Bonds, 5.75% Series C due 2013 (herein called “bonds of the 2013 Series C”) and the Company hereby establishes, determines and fixes the terms and provisions of the bonds of the 2013 Series C as hereinafter in this Part One set forth.

     Each bond of the 2013 Series C shall be dated the date of its authentication (except that if any such bond shall be authenticated on any interest payment date, it shall be dated the following day) and interest shall be payable on the principal represented thereby commencing May 15, 2009, from the May 15 or November 15, as the case may be, next preceding the date thereof to which interest has been paid, unless such date of authentication is prior to May 15, 2009, in which case interest shall be payable from November 17, 2008; provided , however , that interest shall be payable on each bond of the 2013 Series C authenticated after the record date (as defined in the next succeeding paragraph of this Section 1.1) with respect to any interest payment date and prior to such interest payment date, only from such interest payment date.

     Interest on any bond of the 2013 Series C shall be paid to the person who, according to the bond register of the Company, is the registered holder of such bond of the 2013 Series C at the close of business on the applicable record date, and such interest payments shall be made by check mailed to such registered holder at his last address shown on such bond register or, at the option of the Company, by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date of payment by the Person entitled thereto ( provided , that if the bonds of the 2013 Series C are represented by Global Securities held by the Depositary, payment may be made pursuant to the procedures of the Depositary); provided , however , that, if the Company shall default in the payment of the interest due on any interest payment date on any bond of the 2013 Series, such defaulted interest shall be paid to the registered holder of such bond (or any bond or bonds of the 2013 Series C issued upon transfer, exchange or substitution thereof) on the date of subsequent payment of such defaulted interest or, at the election of the Company, to the person in whose name such bond (or any bond or bonds of the 2013 Series C issued upon transfer, exchange or substitution thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of all bonds of the 2013 Series C not less than ten (10) days preceding such subsequent record date. The term “record date” as used in this Section 1.1 shall mean, with respect to any semi-annual interest payment date, the close of business on the May 1 or November 1, whether or not a business day, next preceding such interest payment date or, in the case of a payment of defaulted interest, the close of business on any subsequent record date established as provided above.

           SECTION 1.2 All bonds of the 2013 Series C shall mature as to principal on November 15, 2013 and shall bear interest at a rate of 5.75% per annum, payable semi-annually on the fifteenth day of May and November in each year, commencing on the fifteenth day of May, 2009.

           SECTION 1.3 The bonds of the 2013 Series C shall be fully registered bonds, without coupons, in denominations of two thousand dollars ($2,000) and integral multiples of one thousand dollars ($1,000) in excess thereof, all such bonds to be numbered, and shall be transferable and exchangeable as provided in the form of bond set forth as Exhibit A to this supplemental indenture. The provisions of §1.19 and any other provision in the Indenture in respect of coupon bonds or reservation of coupon bond numbers shall be inapplicable to the bonds of the 2013 Series.

           SECTION 1.4 The bonds of the 2013 Series C may be redeemed at the option of the Company, in whole or in part at any time and from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the bonds of the 2013 Series C to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such bonds of the 2013 Series C (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date. The Company shall notify the Trustee of the redemption price with respect to any redemption pursuant to this paragraph promptly after the calculation thereof. The Trustee shall not be responsible for calculating said redemption price.

     The bonds of the 2013 Series C are also subject to redemption through the operation of the Replacement Fund provided in Part Two of this supplemental indenture or through the application of moneys paid to the Trustee pursuant to the provisions of §5.05 of the Indenture, at any time or from time to time prior to maturity, upon prior notice as hereinafter provided, at the redemption prices specified in the fourth paragraph of the reverse side of the form of bond set forth as Exhibit A to this supplemental indenture, together with interest accrued thereon to the date fixed for redemption thereof.

     All such redemptions of bonds of the 2013 Series C shall be effected as provided in Article 3 of the Indenture except that, in case a part only of the bonds of the 2013 Series C is to be paid and redeemed, the particular bonds or part thereof shall be selected by the Trustee in such manner as the Trustee in its uncontrolled discretion shall determine to be fair and in any case where several bonds are registered in the same name, the Trustee may treat the aggregate principal amount so registered as if it were represented by one bond and except that when bonds are redeemed in part only the notice given to any particular holder need state only the principal amount of the bonds of that holder which is to be redeemed and except that notice to the holders of bonds to be redeemed shall be given by mailing to such holders a notice of such redemption, first class mail postage prepaid, not later than the thirtieth day, and not earlier than the sixtieth day, before the date fixed for redemption, at their last addresses as they shall appear upon the bond register of the Company. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice; and failure duly to give such notice by mail, or any defect in such notice, to the holder of

any bond designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other bond. No publication of notice of such redemption shall be required.

           SECTION 1.5 The limit upon the aggregate principal amount of the bonds of the 2013 Series C which may be authenticated and delivered pursuant to this Eighty-Eighth Supplemental Indenture shall be $400,000,000.

           SECTION 1.6 The place or places of payment (as to principal and premium, if any, and interest), redemption, transfer, exchange and registration of the bonds of the 2013 Series C shall be the office or offices or the agency or agencies of the Company in the Borough of Manhattan, The City of New York, designated from time to time by the Board of Directors of the Company ( provided , that if the bonds of the 2013 Series C are represented by Global Securities held by or on behalf of the Depositary, the procedures of the Depositary may be followed for any action under this Section 1.6 of Part One).

           SECTION 1.7 The form of the bonds of the 2013 Series C and the certificate of the Trustee to be endorsed on such bonds, respectively, shall be in substantially the form set forth in Exhibit A hereto.

     SECTION 2. BONDS OF THE 2018 SERIES C

           SECTION 2.1 The Company hereby creates a new series of bonds to be issued under and secured by the Indenture and known as its First and Refunding Mortgage Bonds, 7.00% Series C due 2018 (herein called “bonds of the 2018 Series C”, and together with the bonds of the 2013 Series C, the “Bonds”) and the Company hereby establishes, determines and fixes the terms and provisions of the bonds of the 2018 Series C as hereinafter in this Part One set forth.

     Each bond of the 2018 Series C shall be dated the date of its authentication (except that if any such bond shall be authenticated on any interest payment date, it shall be dated the following day) and interest shall be payable on the principal represented thereby commencing May 15, 2009, from the May 15 or November 15, as the case may be, next preceding the date thereof to which interest has been paid, unless such date of authentication is prior to May 15, 2009, in which case interest shall be payable from November 17, 2008; provided , however , that interest shall be payable on each bond of the 2018 Series C authenticated after the record date (as defined in the next succeeding paragraph of this Section 2.1) with respect to any interest payment date and prior to such interest payment date, only from such interest payment date.

     Interest on any bond of the 2018 Series C shall be paid to the person who, according to the bond register of the Company, is the registered holder of such bond of the 2018 Series C at the close of business on the applicable record date, and such interest payments shall be made by check mailed to such registered holder at his last address shown on such bond register or, at the option of the Company, by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date of payment by the Person entitled thereto ( provided , that if the bonds of the 2018 Series C are represented by Global Securities held by the Depositary, payment may be

made pursuant to the procedures of the Depositary); provided , however , that, if the Company shall default in the payment of the interest due on any interest payment date on any bond of the 2018 Series C, such defaulted interest shall be paid to the registered holder of such bond (or any bond or bonds of the 2018 Series C issued upon transfer, exchange or substitution thereof) on the date of subsequent payment of such defaulted interest or, at the election of the Company, to the person in whose name such bond (or any bond or bonds of the 2018 Series C issued upon transfer, exchange or substitution thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of all bonds of the 2018 Series C not less than ten (10) days preceding such subsequent record date. The term “record date” as used in this Section 2.1 shall mean, with respect to any semi-annual interest payment date, the close of business on the May 1 or November 1, whether or not a business day, next preceding such interest payment date or, in the case of a payment of defaulted interest, the close of business on any subsequent record date established as provided above.

           SECTION 2.2 All bonds of the 2018 Series C shall mature as to principal on November 15, 2018 and shall bear interest at a rate of 7.00% per annum, payable semi-annually on the fifteenth day of May and November in each year, commencing on the fifteenth day of May, 2009.

           SECTION 2.3 The bonds of the 2018 Series C shall be fully registered bonds, without coupons, in denominations of two thousand dollars ($2,000) and integral multiples of one thousand dollars ($1,000) in excess thereof, all such bonds to be numbered, and shall be transferable and exchangeable as provided in the form of bond set forth as Exhibit B to this supplemental indenture. The provisions of §1.19 and any other provision in the Indenture in respect of coupon bonds or reservation of coupon bond numbers shall be inapplicable to the bonds of the 2018 Series C.

           SECTION 2.4 The bonds of the 2018 Series C may be redeemed at the option of the Company, in whole or in part at any time and from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the bonds of the 2018 Series C to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such bonds of the 2018 Series C (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date. The Company shall notify the Trustee of the redemption price with respect to any redemption pursuant to this paragraph promptly after the calculation thereof. The Trustee shall not be responsible for calculating said redemption price.

     The bonds of the 2018 Series C are also subject to redemption through the operation of the Replacement Fund provided in Part Two of this supplemental indenture or through the application of moneys paid to the Trustee pursuant to the provisions of §5.05 of the Indenture, at any time or from time to time prior to maturity, upon prior notice as hereinafter provided, at the redemption prices specified in the fourth paragraph of the reverse side of the form of bond set forth as Exhibit B to this supplemental indenture, together with interest accrued thereon to the date fixed for redemption thereof.

     All such redemptions of bonds of the 2018 Series C shall be effected as provided in Article 3 of the Indenture except that, in case a part only of the bonds of the 2018 Series C is to be paid and redeemed, the particular bonds or part thereof shall be selected by the Trustee in such manner as the Trustee in its uncontrolled discretion shall determine to be fair and in any case where several bonds are registered in the same name, the Trustee may treat the aggregate principal amount so registered as if it were represented by one bond and except that when bonds are redeemed in part only the notice given to any particular holder need state only the principal amount of the bonds of that holder which is to be redeemed and except that notice to the holders of bonds to be redeemed shall be given by mailing to such holders a notice of such redemption, first class mail postage prepaid, not later than the thirtieth day, and not earlier than the sixtieth day, before the date fixed for redemption, at their last addresses as they shall appear upon the bond register of the Company. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice; and failure duly to give such notice by mail, or any defect in such notice, to the holder of any bond designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other bond. No publication of notice of such redemption shall be required.

           SECTION 2.5 The limit upon the aggregate principal amount of the bonds of the 2018 Series C which may be authenticated and delivered pursuant to this Eighty-Eighth Supplemental Indenture shall be $500,000,000.

           SECTION 2.6 The place or places of payment (as to principal and premium, if any, and interest), redemption, transfer, exchange and registration of the bonds of the 2018 Series C shall be the office or offices or the agency or agencies of the Company in the Borough of Manhattan, The City of New York, designated from time to time by the Board of Directors of the Company ( provided , that if the bonds of the 2018 Series C are represented by Global Securities held by or on behalf of the Depositary, the procedures of the Depositary may be followed for any action under this Section 2.6 of Part One).

           SECTION 2.7 The form of the bonds of the 2018 Series C and the certificate of the Trustee to be endorsed on such bonds, respectively, shall be in substantially the form set forth in Exhibit B hereto.

PART TWO.

REPLACEMENT FUND.

      SECTION 1. So long as any of the Bonds are outstanding, the Company will continue to maintain the Replacement Fund set forth in, and in accordance with the applicable terms and conditions now contained in, Part Two of the supplemental indenture dated as of February 1, 1949, and the covenants on the part of the Company contained in such Part Two shall continue and remain in full force and effect, whether or not bonds of the 1979 Series are outstanding and to the same extent as though the words “or any bonds of the 2013 Series C or the 2018 Series C” were inserted after the word “Series” appearing in the second line of Section 1 and the second line of Section 4 of said Part Two of said supplemental indenture dated as of February 1, 1949.

      SECTION 2. If at any time (a) any of the Bonds are outstanding and (b) no bonds of the Medium-Term Notes Series, of the 2008 Series, of the 2003 Series C, of the 2004 Series B, of the 3.75% Series, of the 4 ¹ / 2 % Series, of the 5.30% Series, of the 2033 Series, of the 2023 Series B, of the 2025 Series, of the 2024 Series, of the 5.25% Series, of the 6.00% Series, of the 5.10% Series or the 6.05% Series are outstanding and (c) cash which shall have been deposited with the Trustee pursuant to such Replacement Fund shall not within five years from the date of deposit thereof have been paid out, or used or set aside by the Trustee for the payment, purchase or redemption of bonds, pursuant to such Replacement Fund, such cash shall, if in excess of fifty thousand dollars ($50,000), be applied to the redemption of bonds of the 2013 Series C and the 2018 Series C on a pro rata basis as between such series in an aggregate principal amount sufficient to exhaust as nearly as possible the full amount of such cash. Anything in Section 5 of Part Two of the aforesaid supplemental indenture dated as of February 1, 1949, in Section 3 of Part Two of the supplemental indentures dated as of May 1, 1993, July 1, 1993, August 1, 1993, August 20, 1993, May 1, 1994, February 25, 2003, March 21, 2003 and September 23, 2003, in Section 3 of Part Three of the supplemental indenture dated as of March 1, 1990 and in Section 5 of Part Four of the supplemental indenture dated as of March 1, 1993 to the contrary notwithstanding, no cash shall be paid over to the Company thereunder if at the time any bonds of the 2013 Series C or the 2018 Series C are then outstanding, and such cash shall in such event be applied as in this Part Two set forth.

      SECTION 3. Whenever all of the Bonds, the bonds of the Medium-Term Notes Series, the 2003 Series B, the 2008 Series, the 2003 Series C, the 2004 Series B, the 3.75% Series, the 4 ¹ / 2 % Series, the 5.30% Series, the 2033 Series, the 2025 Series, the 2024 Series, the 5.25% Series, the 6.00% Series, the 2007A Pledge Series, the 2007B Pledge Series, the 5.10% Series and the 6.05% Series shall have been paid, purchased or redeemed, the Trustee shall, upon application of the Company, pay to or upon the order of the Company all cash theretofore deposited with the Trustee pursuant to the provisions of the Replacement Fund and not previously disposed of pursuant to the provisions of the Replacement Fund, and shall deliver to the Company any bonds which shall theretofore have been deposited with the Trustee pursuant to the provisions of the Replacement Fund or paid, purchased or redeemed pursuant to the provisions of the Replacement Fund.

PART THREE.

ADDITIONAL COVENANTS OF THE COMPANY

      SECTION 1. Whether or not the covenants on the part of the Company contained in Part Three of the supplemental indenture dated as of February 1, 1949 are modified with the consent of the holders of bonds of the 1990 Pollution Control Series, the 2027 City of Greensboro Series, the Medium-Term Notes Series, the 2008 Series, the 2003 Series C, the 1993 Pollution Control Series, the 2004 Series B, the 2033 Series, the 2023 Series B, the 2025 Series, the 2024 Series, the 3.75% Series, the 4 ¹ / 2 % Series, the 5.30% Series, the 5.25% Series, the 6.00% Series, the 2007A Pledge Series, the 2007B Pledge Series, the 5.10% Series or the 6.05% Series and whether or not the bonds of the 1990 Pollution Control Series, the 2027 City of Greensboro Series, the Medium-Term Notes Series, the 2008 Series, the 2003 Series C, the 1993 Pollution Control Series, the 2004 Series B, the 2033 Series, the 2023 Series B, the 2025 Series,

the 2024 Series, the 3.75% Series, the 4 ¹ / 2 % Series, the 5.30% Series, the 5.25% Series, the 6.