Exhibit 4.8.17

SIXTY-THIRD SUPPLEMENTAL

INDENTURE

INDENTURE DATED SEPTEMBER 1, 1939

DUKE ENERGY INDIANA, INC.

DEUTSCHE BANK NATIONAL TRUST COMPANY

AS TRUSTEE

DATED AS OF SEPTEMBER 23, 2010

CREATING FIRST MORTGAGE BONDS, SERIES QQQ, 3¾%, DUE APRIL 1, 2022, AND FIRST MORTGAGE BONDS, SERIES RRR, 33/8%, DUE MARCH 1, 2019

AND

OTHERWISE SUPPLEMENTING AND AMENDING THE INDENTURE

TABLE OF CONTENTS

	Page

PARTIES:
Company (Duke Energy Indiana, Inc., formerly named each of PSI Energy, Inc. and Public Service Company of Indiana, Inc., and successor by consolidation to Initial Mortgagor (Public Service Company of Indiana)), and Trustee	1

RECITALS:
Indenture of the Initial Mortgagor, dated September 1, 1939, and First Supplemental Indenture thereto of the Initial Mortgagor, dated as of March 1, 1941	1
Consolidation of Initial Mortgagor (and four other companies) into the Company	1
Execution by Company of Second Supplemental Indenture to the original Indenture	1
Company substituted for Initial Mortgagor under Indenture	1
Execution by Company of Third through the Sixty-Second Supplemental Indentures to the original Indenture	2
Deutsche Bank National Trust Company appointed as Successor Trustee	3
Change of name of Company from Public Service Company of Indiana, Inc. to PSI Energy, Inc., and thereafter to Duke Energy Indiana, Inc.	3
Amount of bonds presently outstanding under the Indenture	3
Sixty-Third Supplemental Indenture and Bonds of Series QQQ and RRR authorized	4
Conditions precedent performed	5

EXECUTING CLAUSE	5

		Page
ARTICLE I.

FIRST MORTGAGE BONDS, SERIES QQQ, 3¾%, DUE APRIL 1, 2022, AND FIRST MORTGAGE BONDS, SERIES RRR, 33/8%, DUE MARCH 1, 2019.

Section 1.	Creation and designation of Bonds of Series QQQ and RRR	5
Section 2.	Bonds of Series QQQ and RRR to be in registered form only	5
	Form of face of Bonds of Series QQQ	7
	Form of reverse of Bonds of Series QQQ	9
	Form of Trustee’s certificate	12
	Form of face of Bonds of Series RRR	13
	Form of reverse of Bonds of Series RRR	15
	Form of Trustee’s certificate	18
Section 3.	Date of Bonds of Series QQQ and RRR	19
Section 4.	Maturity dates and interest rates of Bonds of Series QQQ and RRR	19
Section 5.	Place and manner of payment of Bonds of Series QQQ and RRR	19
Section 6.	Denominations and numbering of definitive Bonds of Series QQQ and RRR	19
Section 7	Maintenance and Renewal Fund shall not apply to Bonds of Series QQQ and RRR	19
Section 8.	Inspection requirements shall not apply to Bonds of Series QQQ and RRR	20
Section 9.	Company’s right to further amend the original Indenture	20

ARTICLE II.

ISSUANCE OF BONDS OF SERIES QQQ AND RRR.

Aggregate principal amount of Bonds of Series QQQ and RRR issuable at once		21

ARTICLE III.

INDENTURE AMENDMENTS.

Section 1.	Amendments to Article I of the original Indenture	21
Section 2.	Amendments to Article VII of the original Indenture	22
Section 3.	No sinking fund for Bonds of Series QQQ and RRR	27

		Page
ARTICLE IV.

CONCERNING THE TRUSTEE.

Acceptance of trust by Trustee		27
Trustee not responsible for validity or sufficiency of Sixty-Third Supplemental Indenture, etc.		27
Terms and conditions of Article XVII of the original Indenture to be applied to the Sixty-Third Supplemental Indenture		27

ARTICLE V.

MISCELLANEOUS PROVISIONS.

Section 1.	References in any article or section of the original Indenture refer to such article or section as amended by all Sixty-Three Supplemental Indentures thereto	27
Section 2.	Operation and construction of amendments to the original Indenture	27
Section 3.	All covenants, etc., for sole benefit of parties to the Sixty-Third Supplemental Indenture and holders of bonds	28
Section 4.	Table of contents and headings of articles not part of Sixty-Third Supplemental Indenture	28
Section 5.	Execution of Sixty-Third Supplemental Indenture in counterparts	28
Section 6.	Payments Due on Legal Holidays	28

ATTESTATION CLAUSE		29
SIGNATURES		29
ACKNOWLEDGMENT BY COMPANY		31
ACKNOWLEDGMENT BY TRUSTEE		32

iii

SIXTY-THIRD SUPPLEMENTAL INDENTURE dated as of the 23rd day of September, 2010, made and entered into by and between DUKE ENERGY INDIANA, INC. (hereinafter commonly referred to as the “Company”), a corporation organized and existing under the laws of the State of Indiana, formerly named each of PSI Energy, Inc. and Public Service Company of Indiana, Inc., and the successor by consolidation to Public Service Company of Indiana, an Indiana corporation, party of the first part, and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association organized and existing under the laws of the United States and having its office or place of business in the City of Chicago, State of Illinois, successor trustee to Bank of America, N.A., as successor by merger to LaSalle Bank National Association, which was the successor trustee to The First National Bank of Chicago (hereinafter commonly referred to as the “Trustee”), party of the second part,

WITNESSETH:

WHEREAS, Public Service Company of Indiana (hereinafter commonly referred to as the “Initial Mortgagor”), prior to its consolidation with certain other corporations to form the Company, executed and delivered to the Trustee a certain indenture of mortgage or deed of trust (hereinafter called the “original Indenture” when referred to as existing prior to any amendment thereto, and the “Indenture” when referred to as heretofore, now or hereafter amended), dated September 1, 1939, and a First Supplemental Indenture thereto, dated as of March 1, 1941, to secure the bonds of the Initial Mortgagor, its successors and assigns, issued from time to time under the Indenture in series for the purposes of and subject to the limitations specified in the Indenture; and

WHEREAS, the Company on September 6, 1941, became, through a consolidation, the successor of the Initial Mortgagor (and four other companies) and succeeded to all the rights and became liable for all the obligations of the Initial Mortgagor (and such other companies); and

WHEREAS, after said consolidation, the Company executed and delivered a Second Supplemental Indenture, dated as of November 1, 1941, to the original Indenture for the purposes, among others, of (i) the making by the Company of an agreement of assumption and adoption by it of the Indenture, (ii) the assumption by the Company of the bonds (and interest and premium, if any, thereon) issued or to be issued under the Indenture, and of all terms, covenants and conditions binding upon it under the Indenture, and the agreeing by the Company to pay, perform and fulfill the same, and (iii) the conveying to the Trustee upon the trusts declared in the Indenture, but subject to any outstanding liens and encumbrances, all the property which the Company then owned or which it might thereafter acquire, except property of a character similar to the property of the Initial Mortgagor which is excluded from the lien of the Indenture; and

WHEREAS, all conditions have been met and all acts and things necessary have been done and performed to make the Indenture the valid and binding agreement of the Company and to substitute the Company for the Initial Mortgagor under the Indenture, and to vest the Company with each and every right and power of the Initial Mortgagor, including the right and power to issue bonds thereunder; and

WHEREAS, the Company has subsequently executed and delivered, for purposes authorized under the Indenture, a Third Supplemental Indenture dated as of March 1, 1942, a Fourth Supplemental Indenture dated as of May 1, 1943, a Fifth Supplemental Indenture dated as of August 1, 1944, a Sixth Supplemental Indenture dated as of September 1, 1945, a Seventh Supplemental Indenture dated as of November 1, 1947, an Eighth Supplemental Indenture dated as of January 1, 1949, a Ninth Supplemental Indenture dated as of May 1, 1950, a Tenth Supplemental Indenture dated as of July 1, 1952, an Eleventh Supplemental Indenture dated as of January 1, 1954, a Twelfth Supplemental Indenture dated as of October 1, 1957, a Thirteenth Supplemental Indenture dated as of February 1, 1959, a Fourteenth Supplemental Indenture dated as of July 15, 1960, a Fifteenth Supplemental Indenture dated as of June 15, 1964, a Sixteenth Supplemental Indenture dated as of January 1, 1969, a Seventeenth Supplemental Indenture dated as of March 1, 1970, an Eighteenth Supplemental Indenture dated as of January 1, 1971, a Nineteenth Supplemental Indenture dated as of January 1, 1972, a Twentieth Supplemental Indenture dated as of February 1, 1974, a Twenty-First Supplemental Indenture dated as of August 1, 1974, a Twenty-Second Supplemental Indenture dated as of August 1, 1975, a Twenty-Third Supplemental Indenture dated as of January 1, 1977, a Twenty-Fourth Supplemental Indenture dated as of October 1, 1977, a Twenty-Fifth Supplemental Indenture dated as of September 1, 1978, a Twenty-Sixth Supplemental Indenture dated as of September 1, 1978, a Twenty-Seventh Supplemental Indenture dated as of March 1, 1979, a Twenty-Eighth Supplemental Indenture dated as of May 1, 1979, a Twenty-Ninth Supplemental Indenture dated as of March 1, 1980, a Thirtieth Supplemental Indenture dated as of August 1, 1980, a Thirty-First Supplemental Indenture dated as of February 1, 1981, a Thirty-Second Supplemental Indenture dated as of August 1, 1981, a Thirty-Third Supplemental Indenture dated as of December 1, 1981, a Thirty-Fourth Supplemental Indenture dated as of December 1, 1982, a Thirty-Fifth Supplemental Indenture dated as of March 30, 1984, a Thirty-Sixth Supplemental Indenture dated as of November 15, 1984, a Thirty-Seventh Supplemental Indenture dated as of August 15, 1985, a Thirty-Eighth Supplemental Indenture dated as of October 1, 1986, a Thirty-Ninth Supplemental Indenture dated as of March 15, 1987, a Fortieth Supplemental Indenture dated as of June 1, 1987, a Forty-First Supplemental Indenture dated as of June 15, 1988, a Forty-Second Supplemental Indenture dated as of August 1, 1988, a Forty-Third Supplemental Indenture dated as of September 15, 1989, a Forty-Fourth Supplemental Indenture dated as of March 15, 1990, a Forty-Fifth Supplemental Indenture dated as of March 15, 1990, a Forty-Sixth Supplemental Indenture dated as of June 1, 1990, a Forty-Seventh Supplemental Indenture dated as of July 15, 1991, a Forty-Eighth Supplemental Indenture dated as of July 15, 1992, a Forty-Ninth Supplemental Indenture dated as of February 15, 1993, a Fiftieth Supplemental Indenture dated as of February 15, 1993, a Fifty-First Supplemental Indenture dated as of February 1, 1994, a Fifty-Second Supplemental Indenture dated as of April 30, 1999, a Fifty-Third Supplemental Indenture dated as of June 15, 2001, a Fifty-Fourth Supplemental Indenture dated as of September 1, 2002, a Fifty-Fifth Supplemental Indenture dated as of February 15, 2003, a Fifty-Sixth Supplemental Indenture dated as of December 1, 2004, a Fifty-Seventh Supplemental Indenture dated as of August 21, 2008, a Fifty-Eighth Supplemental Indenture dated as of December 19, 2008, a Fifty-Ninth Supplemental Indenture dated as

of March 23, 2009, a Sixtieth Supplemental Indenture dated as of June 1, 2009, a Sixty-First Supplemental Indenture dated as of October 1, 2009, and a Sixty-Second Supplemental Indenture dated as of July 9, 2010, each supplementing and amending the Indenture; and

WHEREAS, the Thirty-Fifth Supplemental Indenture authorized and appointed LaSalle Bank National Association, a national banking association duly organized and existing under the law of the United States of America with its principal office in Chicago, Illinois and formerly named LaSalle National Bank, as Successor Trustee to The First National Bank of Chicago, which appointment was accepted, and all trust powers under the Indenture were thereby transferred from The First National Bank of Chicago to LaSalle Bank National Association; and

WHEREAS, by an Instrument of Resignation, Appointment and Acceptance dated as of December 15, 2008, Bank of America, N.A., as successor by merger to LaSalle Bank National Association, resigned as trustee and the Company appointed the Trustee as Successor Trustee thereto, which appointment was thereby accepted by the Trustee effective as of that date, and all trust powers were thereby transferred from Bank of America, N.A. to the Trustee; and

WHEREAS, the Forty-Sixth Supplemental Indenture amended the Indenture to reflect a change in the name of the Company from Public Service Company of Indiana, Inc. to PSI Energy, Inc. effective as of April 20, 1990, and the Fifty-Seventh Supplemental Indenture amended the Indenture to reflect a change in the name of the Company from PSI Energy, Inc. to Duke Energy Indiana, Inc., effective as of October 1, 2006; and

WHEREAS, as of September 23, 2010, the only bonds that have been heretofore issued under the Indenture which are now outstanding are $7,500,000 aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series VV, Due July 15, 2026” and $28,000,000 aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series WW, Due August 15, 2027” and $53,055,000 aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series CCC, 8.85%, Due January 15, 2022” and $38,000,000 aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series DDD, 8.31%, Due September 1, 2032” and $24,600,000 aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series GGG, Due March 1, 2019” and $35,000,000 aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series HHH, Due April 1, 2022” and $500,000,000 aggregate principal amount of “Duke Energy Indiana, Inc. First Mortgage Bonds, Series LLL, 6.35%, Due August 15, 2038” and $48,395,000 aggregate principal amount of “Duke Energy Indiana, Inc. First Mortgage Bonds, 2005A Pledge Series, Due July 1, 2035” and $450,000,000 aggregate principal amount of “Duke Energy Indiana, Inc. First Mortgage Bonds, Series MMM, 6.45%, Due April 1, 2039” and $55,000,000 aggregate principal amount of “Duke Energy Indiana, Inc. First Mortgage Bonds, Series NNN, 6%, Due August 1, 2039” and $50,000,000 aggregate principal amount of “Duke Energy Indiana, Inc. First Mortgage Bonds, Series OOO, 4.95%, Due October 1, 2040” and $500,000,000 aggregate principal

amount of “Duke Energy Indiana, Inc. First Mortgage Bonds, Series PPP, 3.75%, Due July 15, 2020”; and

WHEREAS, the Indiana Finance Authority (the “IFA”) intends to issue its (i) Environmental Refunding Revenue Bonds, Series 2010A-1 (Duke Energy Indiana, Inc. Project), in the aggregate principal amount of $10,000,000 (the “Series A-1 IFA Bonds”), under and pursuant to a Trust Indenture, dated as of September 1, 2010, between the IFA and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “IFA Trustee”) and (ii) Environmental Refunding Revenue Bonds, Series 2010A-2 (Duke Energy Indiana, Inc. Project), in the aggregate principal amount of $59,600,000 (the “Series A-2 IFA Bonds” and together with the Series A-1 IFA Bonds, the “IFA Bonds”), under and pursuant to a Trust Indenture, dated as of September 1, 2010, between the IFA and the IFA Trustee;

WHEREAS, the IFA will loan the proceeds derived from the sale of the IFA Bonds to the Company pursuant to two separate, but substantially identical, Loan Agreements dated as of September 1, 2010 (each a “Loan Agreement”), between the Company and the IFA, in order to permit the refunding of (i) the Indiana Development Finance Authority Environmental Refunding Revenue Bonds, Series 2000B (PSI Energy, Inc. Project), in the aggregate principal amount of $10,000,000, (ii) the Indiana Development Finance Authority Environmental Refunding Revenue Bonds, Series 2003 (PSI Energy, Inc. Project), in the aggregate principal amount of $35,000,000, and (iii) the Indiana Development Finance Authority Environmental Refunding Revenue Bonds, Series 2002B (PSI Energy, Inc. Project), in the aggregate principal amount of $24,600,000; and

WHEREAS, the Company has agreed to deliver to the IFA a series of its first mortgage bonds in order to evidence and secure its indebtedness under each Loan Agreement and the IFA has agreed to absolutely and irrevocably assign its interest in such first mortgage bonds to, and cause the same to be registered in the name of, the IFA Trustee, as security for each issue of the IFA Bonds; and

WHEREAS, in accordance with the provisions of Section 1 of Article XVIII of the Indenture, the Board of Directors has authorized the execution and delivery by the Company of a Sixty-Third Supplemental Indenture, substantially in the form of this Sixty-Third Supplemental Indenture, for the purpose of creating a sixty-second and a sixty-third series of bonds to be issued under the Indenture, to be known, respectively, as “Duke Energy Indiana, Inc. First Mortgage Bonds, Series QQQ, 3¾%, Due April 1, 2022” (such bonds being hereinafter referred to as the “Bonds of Series QQQ”) and “Duke Energy Indiana, Inc. First Mortgage Bonds, Series RRR, 33/8%, Due March 1, 2019” (such bonds being hereinafter referred to as the “Bonds of Series RRR” and, together with the Bonds of Series QQQ, the “Bonds of Series QQQ and RRR”), and prescribing the form and substance of the Bonds of Series QQQ and RRR and the terms, provisions and characteristics thereof, and for the purpose of adding to the covenants and agreements of the Company for the protection of the bondholders and of the trust estate, of providing the terms and conditions for the redemption of the Bonds of Series QQQ and RRR, of adding certain other covenants and undertakings with respect to the Bonds of

Series QQQ and RRR and of making such changes in the Indenture as are deemed necessary or desirable and as are permitted by the Indenture; and

WHEREAS, all conditions and requirements necessary to make this Sixty-Third Supplemental Indenture a valid, binding and legal instrument have been done, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized:

NOW, THEREFORE, in consideration of the premises, and of the acceptance and purchase of the Bonds of Series QQQ and RRR by the holders and registered owners thereof, and of the sum of One Dollar ($1.00) duly paid by the Trustee to the Company, the receipt whereof is hereby acknowledged, and in accordance with and subject to the terms and provisions of the Indenture, the Company and the Trustee, respectively, have entered into, executed and delivered this Sixty-Third Supplemental Indenture for the uses and purposes hereinafter expressed, that is to say:

ARTICLE I.

FIRST MORTGAGE BONDS, SERIES QQQ, 3¾%, DUE APRIL 1, 2022, AND FIRST MORTGAGE BONDS, SERIES RRR, 33/8%, DUE MARCH 1, 2019

Section 1. There are hereby created a sixty-second and a sixty third series of bonds to be issued under and secured by the Indenture, to be designated as “Duke Energy Indiana, Inc. First Mortgage Bonds, Series QQQ, 3¾%, Due April 1, 2022” and “Duke Energy Indiana, Inc. First Mortgage Bonds, Series RRR, 33/8%, Due March 1, 2019,” respectively (such series being the Bonds of Series QQQ and the Bonds of Series RRR hereinbefore referred to).

Section 2. The Bonds of Series QQQ and the Bonds of Series RRR shall each be issued only in the form of a separate, single, authenticated, fully registered bond which (i) need not be in the form of a lithographed or engraved certificate, but may be typewritten or printed on ordinary paper or such paper as the Trustee may reasonably request, (ii) with respect to the Bonds of Series QQQ, shall represent and be denominated in a principal amount not to exceed ten million dollars ($10,000,000) and, with respect to the Bonds of Series RRR, shall represent and be denominated in a principal amount not to exceed fifty-nine million six hundred thousand dollars ($59,600,000), (iii) shall be executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and (iv) shall be registered in the name of, and delivered to, the IFA Trustee, or its permitted assigns.

The Bonds of Series QQQ and RRR shall be transferable only as required to effect an assignment thereof to a successor-in-interest of the IFA Trustee under the applicable Loan Agreement, provided that the Trustee shall have received notice from the Company of such an assignment and confirmation that transfer of the Bonds of Series QQQ and RRR, as the case may be, complies with applicable securities laws.

(FORM OF FACE OF BOND OF SERIES QQQ)

THE HOLDER OF THIS BOND BY ACCEPTANCE HEREOF AGREES TO RESTRICTIONS ON TRANSFER, TO WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AND TO INDEMNIFICATION PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE BOND REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH BOND MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE (THE “IFA TRUSTEE”) UNDER THE TRUST INDENTURE BETWEEN THE INDIANA FINANCE AUTHORITY AND THE IFA TRUSTEE, DATED AS OF SEPTEMBER 1, 2010.

No. QQQ-R-

DUKE ENERGY INDIANA, INC.

FIRST MORTGAGE BOND, SERIES QQQ,

DUE APRIL 1, 2022

Duke Energy Indiana, Inc., an Indiana corporation (hereinafter called the “Company”), for value received, hereby promises to pay to The Bank of New York Mellon Trust Company, N.A., as the Trustee (the “IFA Trustee”) under the Trust Indenture between the Indiana Finance Authority (the “IFA”) and the IFA Trustee, dated as of September 1, 2010 (the “IFA Indenture”), or its registered assigns, the principal sum of Dollars ($ ) on the first day of April, 2022 and to pay interest on said sum from the date hereof, until said principal sum is paid, at the rate of 3¾% per annum, payable semi-annually on the first day of April and October in each year, commencing April 1, 2011. Both the principal of and the interest on this bond shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts at the office or agency of the Company in Plainfield, Indiana, or, at the option of the registered owner hereof, at the office or agency of the Company in the Borough of Manhattan, the City of New York, State of New York, except that interest on this bond may be paid, at the option of the Company, by check or draft mailed to the address of the person entitled thereto as it appears on the books of the Company maintained for that purpose.

REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

This bond shall not be valid or become obligatory for any purpose unless and until it shall have been authenticated by the execution by the Trustee, or its successor in trust under the Indenture, of the certificate endorsed hereon.

IN WITNESS WHEREOF, Duke Energy Indiana, Inc. has caused this bond to be executed in its name by the manual or facsimile signature of its President or an Executive Vice President or one of its Vice Presidents, and its corporate seal or a facsimile thereof to be hereto affixed and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.

Dated as of:

		DUKE ENERGY INDIANA, INC.


		By

		President

ATTEST:




Secretary

(FORM OF REVERSE OF BOND OF SERIES QQQ)

This bond is one of the bonds of the Company issued and to be issued from time to time under and in accordance with and all secured by an indenture of mortgage or deed of trust, dated September 1, 1939, from Public Service Company of Indiana (predecessor of the Company) to The First National Bank of Chicago, as Trustee, to which Deutsche Bank National Trust Company is successor trustee (which indenture as amended by all supplemental indentures is hereinafter referred to as the “Indenture”). Said Trustee or its successor in trust under the Indenture is hereinafter sometimes referred to as the “Trustee.” Reference is hereby made to the Indenture for a description of the property mortgaged and pledged and the nature and extent of the security for said bonds. By the terms of the Indenture, the bonds secured thereby are issuable in series which may vary as to date, amount, dates of maturity, rate of interest and in other respects as in the Indenture provided.

This bond is one of a series designated as “Duke Energy Indiana, Inc. First Mortgage Bonds, Series QQQ, 3¾%, Due April 1, 2022” (hereinafter referred to as the “Bonds of Series QQQ”) of the Company issued under and secured by the Indenture and created by a Sixty-Third Supplemental Indenture, dated as of September 23, 2010 (the “Sixty-Third Supplemental Indenture”), which also amends the Indenture.

This bond evidences and secures a loan made by the IFA to the Company, pursuant to a Loan Agreement, dated as of September 1, 2010, between the IFA and the Company (the “Loan Agreement”). In order to obtain funds for such loan, the IFA, contemporaneously with the issue of this bond, will issue an aggregate principal amount of Ten Million Dollars ($10,000,000) of its Environmental Refunding Revenue Bonds, Series 2010A-1 (Duke Energy Indiana, Inc. Project) (the “IFA Bonds”) under and pursuant to the IFA Indenture. The IFA Bonds are payable from payments made by the Company of principal of and interest on this bond and from moneys in the bond fund created under the IFA Indenture. The obligation of the Company to pay the principal of and interest on this bond shall be discharged to the extent that any moneys in said bond fund are available for payments on the IFA Bonds and are directed by the Company to be applied thereto, all as provided in the Sixty-Third Supplemental Indenture.

The rights and obligations of the Company and of the bearers and registered owners of bonds may be modified or amended with the consent of the Company by an affirmative vote of the bearers or registered owners entitled to vote of at least seventy-five per centum (75%) in principal amount of the bonds then outstanding at a meeting of bondholders called for the purpose (and by an affirmative vote of the bearers or registered owners entitled to vote of at least seventy-five per centum (75%) in principal amount of bonds of any series affected by such modification or amendment in case one or more, but less than all, series of bonds are so affected), all in the manner and subject to the limitations set forth in the Indenture, any consent by the bearer or registered owner of any bond being conclusive and binding upon such bearer or registered owner and upon all future bearers or registered owners of such bond, irrespective of whether or not any notation of such consent is made on such bond; provided that no such modification or

amendment shall, among other things, extend the maturity or reduce the amount of, or reduce the rate of interest on, or otherwise modify the terms of the payment of the principal of, or interest or premium (if any) on this bond, which obligations are absolute and unconditional, or permit the creation of any lien ranking prior to or equal with the lien of the Indenture on any of the mortgaged property. The Sixty-Third Supplemental Indenture provides that at any time when no bonds issued under the Indenture prior to the issuance of the “PSI Energy, Inc. First Mortgage Bonds, Series BBB, 8%, Due July 15, 2009” are outstanding, the Company reserves the right to amend the Indenture, without the consent or other action by the holders of the bonds outstanding at that time, to decrease the seventy-five per centum (75%) vote requirement referred to above to sixty-six and two-thirds per centum (66-2/3%).

The Bonds of Series QQQ are subject to redemption prior to stated maturity as follows:

(A) Optional Redemption of IFA Bonds. In the event that the Company exercises its option under the Loan Agreement to direct the optional redemption of the IFA Bonds on or after October 1, 2020, the Bonds of Series QQQ shall be subject to redemption prior to maturity, in a principal amount equal to the IFA Bonds so redeemed and on such date as the IFA Bonds are redeemed, at a price equal to 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date.

(B) Extraordinary Optional Redemption of IFA Bonds. In the event that the Company exercises its option under the Loan Agreement to direct the extraordinary optional redemption of the IFA Bonds, the Bonds of Series QQQ shall be subject to redemption, in a principal amount equal to the IFA Bonds so redeemed and on such date as the IFA Bonds are redeemed, at a redemption price of 100% of the principal amount redeemed, plus accrued and unpaid interest to the redemption date.

(C) Mandatory Redemption. The Bonds of Series QQQ are subject to mandatory redemption by the Company in whole or in part, as applicable, at a redemption price of 100% of the principal amount redeemed, plus accrued and unpaid interest to the redemption date, upon occurrence of any of the following events:

(1) Upon the occurrence of a Determination of Taxability (as defined in the IFA Indenture) as to which the IFA Trustee has been notified by the Company in writing pursuant to the Loan Agreement, the Bonds of Series QQQ are subject to mandatory redemption by the Company, in a principal amount equal to the IFA Bonds to be redeemed in connection therewith and on such date as the IFA Bonds are so redeemed; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the Bonds of Series QQQ there shall have occurred and be continuing an event of default (as defined in the Indenture) which affects any bond of any series outstanding under the Indenture and which event of default has not been cured or waived prior to such redemption date, it being the intent of such proviso that, in lieu of such right to redemption, the holder of the Bonds of Series QQQ shall be

entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Indenture in respect of any such event of default.

(2) In the event that the Company is notified in writing by the IFA Trustee that (a) an event of default under the IFA Indenture has occurred and is continuing, and (b) the IFA Trustee has declared the principal of all the IFA Bonds then outstanding immediately due and payable pursuant to the IFA Indenture, the Company shall call for redemption, on a redemption date selected by it not later than forty-five (45) days following the date on which such notice from the IFA was received by the Company, the outstanding Bonds of Series QQQ, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the Bonds of Series QQQ (x) such event of default is waived or cured as set forth in the IFA Indenture, or (y) there shall have occurred and be continuing an event of default (as defined in the Indenture) which affects any bond of any series outstanding under the Indenture and which event of default has not been cured or waived prior to such redemption date, it being the intent of such proviso that, in lieu of such right to redemption, the holder of the Bonds of Series QQQ shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Indenture in respect of any such event of default; and in case of any subsequent occurrence or continuance of the events described in (a) and (b) of this paragraph, the Company shall have the same obligation (subject to the same proviso) to redeem the Bonds of Series QQQ.

To comply with its obligations to redeem the Bonds of Series QQQ in whole or in part imposed herein, the Company shall give written notice of the date of redemption to the Trustee and the IFA Trustee, which date shall be not less than thirty (30) days nor more than ninety (90) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the Bonds of Series QQQ, and the requirements of Section 2 of Article VII of the Indenture for notice by newspaper publication shall not apply to the Bonds of Series QQQ.

Unless the Company defaults in payment of the redemption price, on and after any redemption date, interest will cease to accrue on the Bonds of Series QQQ or portions thereof called for redemption.

In the case of any of certain events of default specified in the Indenture, the principal of this bond may be declared or may become due and payable prior to the stated date of maturity hereof in the manner and with the effect provided in the Indenture.

rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, shareholders, directors and officers being waived and released by the registered owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture.

The Bonds of Series QQQ are issuable only in registered form without coupons. This bond is nontransferable except to the IFA Trustee and successors thereto, if any, and to the Company. To the extent that this bond is transferable, it is transferable by the registered owner hereof, in person or by an attorney duly authorized, at the principal office or place of business of Deutsche Bank National Trust Company, the Trustee, or its successor in trust under the Indenture, or at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, the City of New York, State of New York, upon the surrender and cancellation of this bond, and upon any such transfer a new registered bond or bonds of the same series and maturity date and for the same aggregate principal amount will be issued to the transferee in exchange herefor.

The Bonds of Series QQQ are issuable in denominations of $5,000 and integral multiples thereof as shall from time to time be determined and authorized by the Board of Directors of the Company. In the manner and subject to the limitations provided in the Indenture, Bonds of Series QQQ are exchangeable as between authorized denominations, upon presentation thereof for such purpose by the registered owner, at the principal office or place of business of Deutsche Bank National Trust Company, the Trustee, or its successor in trust under the Indenture, or, at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, the City of New York, State of New York.

No service charge will be made for any transfer or exchange of this bond, but the Company may require a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

(FORM OF TRUSTEE’S CERTIFICATE)

TRUSTEE’S CERTIFICATE

This bond is one of the Bonds of Series QQQ designated therein referred to and described in the within mentioned Indenture and Sixty-Third Supplemental Indenture.

	DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE


	By
		Authorized Officer

(FORM OF FACE OF BOND OF SERIES RRR)

No. RRR-R-

DUKE ENERGY INDIANA, INC.

FIRST MORTGAGE BOND, SERIES RRR,

DUE MARCH 1, 2019

Duke Energy Indiana, Inc., an Indiana corporation (hereinafter called the “Company”), for value received, hereby promises to pay to The Bank of New York Mellon Trust Company, N.A., as the Trustee (the “IFA Trustee”) under the Trust Indenture between the Indiana Finance Authority (the “IFA”) and the IFA Trustee, dated as of September 1, 2010 (the “IFA Indenture”), or its registered assigns, the principal sum of Dollars ($ ) on the first day of March, 2019 and to pay interest on said sum from the date hereof, until said principal sum is paid, at the rate of 33/8% per annum, payable semi-annually on the first day of March and September in each year, commencing March 1, 2011. Both the principal of and the interest on this bond shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts at the office or agency of the Company in Plainfield, Indiana, or, at the option of the registered owner hereof, at the office or agency of the Company in the Borough of Manhattan, the City of New York, State of New York, except that interest on this bond may be paid, at the option of the Company, by check or draft mailed to the address of the person entitled thereto as it appears on the books of the Company maintained for that purpose.

REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

Dated as of:

		DUKE ENERGY INDIANA, INC.


		By

		President

ATTEST:




Secretary

(FORM OF REVERSE OF BOND OF SERIES RRR)

This bond is one of a series designated as “Duke Energy Indiana, Inc. First Mortgage Bonds, Series RRR, 33/8%, Due March 1, 2019” (hereinafter referred to as the “Bonds of Series RRR”) of the Company issued under and secured by the Indenture and created by a Sixty-Third Supplemental Indenture, dated as of September 23, 2010 (the “Sixty-Third Supplemental Indenture”), which also amends the Indenture.

This bond evidences and secures a loan made by the IFA to the Company, pursuant to a Loan Agreement, dated as of September 1, 2010, between the IFA and the Company (the “Loan Agreement”). In order to obtain funds for such loan, the IFA, contemporaneously with the issue of this bond, will issue an aggregate principal amount of Fifty-Nine Million Six Hundred Thousand Dollars ($59,600,000) of its Environmental Refunding Revenue Bonds, Series 2010A-2 (Duke Energy Indiana, Inc. Project) (the “IFA Bonds”) under and pursuant to the IFA Indenture. The IFA Bonds are payable from payments made by the Company of principal of and interest on this bond and from moneys in the bond fund created under the IFA Indenture. The obligation of the Company to pay the principal of and interest on this bond shall be discharged to the extent that any moneys in said bond fund are available for payments on the IFA Bonds and are directed by the Company to be applied thereto, all as provided in the Sixty-Third Supplemental Indenture.

notation of such consent is made on such bond; provided that no such modification or amendment shall, among other things, extend the maturity or reduce the amount of, or reduce the rate of interest on, or otherwise modify the terms of the payment of the principal of, or interest or premium (if any) on this bond, which obligations are absolute and unconditional, or permit the creation of any lien ranking prior to or equal with the lien of the Indenture on any of the mortgaged property. The Sixty-Third Supplemental Indenture provides that at any time when no bonds issued under the Indenture prior to the issuance of the “PSI Energy, Inc. First Mortgage Bonds, Series BBB, 8%, Due July 15, 2009” are outstanding, the Company reserves the right to amend the Indenture, without the consent or other action by the holders of the bonds outstanding at that time, to decrease the seventy-five per centum (75%) vote requirement referred to above to sixty-six and two-thirds per centum (66-2/3%).

The Bonds of Series RRR are subject to redemption prior to stated maturity as follows:

(A) Extraordinary Optional Redemption of IFA Bonds. In the event that the Company exercises its option under the Loan Agreement to direct the extraordinary optional redemption of the IFA Bonds, the Bonds of Series RRR shall be subject to redemption, in a principal amount equal to the IFA Bonds so redeemed and on such date as the IFA Bonds are redeemed, at a redemption price of 100% of the principal amount redeemed, plus accrued and unpaid interest to the redemption date.

(B) Mandatory Redemption. The Bonds of Series RRR are subject to mandatory redemption by the Company in whole or in part, as applicable, at a redemption price of 100% of the principal amount redeemed, plus accrued and unpaid interest to the redemption date, upon occurrence of any of the following events:

(1) Upon the occurrence of a Determination of Taxability (as defined in the IFA Indenture) as to which the IFA Trustee has been notified by the Company in writing pursuant to the Loan Agreement, the Bonds of Series RRR are subject to mandatory redemption by the Company, in a principal amount equal to the IFA Bonds to be redeemed in connection therewith and on such date as the IFA Bonds are so redeemed; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the Bonds of Series RRR there shall have occurred and be continuing an event of default (as defined in the Indenture) which affects any bond of any series outstanding under the Indenture and which event of default has not been cured or waived prior to such redemption date, it being the intent of such proviso that, in lieu of such right to redemption, the holder of the Bonds of Series RRR shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Indenture in respect of any such event of default.

Bonds then outstanding immediately due and payable pursuant to the IFA Indenture, the Company shall call for redemption, on a redemption date selected by it not later than forty-five (45) days following the date on which such notice from the IFA was received by the Company, the outstanding Bonds of Series RRR, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the Bonds of Series RRR (x) such event of default is waived or cured as set forth in the IFA Indenture, or (y) there shall have occurred and be continuing an event of default (as defined in the Indenture) which affects any bond of any series outstanding under the Indenture and which event of default has not been cured or waived prior to such redemption date, it being the intent of such proviso that, in lieu of such right to redemption, the holder of the Bonds of Series RRR shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Indenture in respect of any such event of default; and in case of any subsequent occurrence or continuance of the events described in (a) and (b) of this paragraph, the Company shall have the same obligation (subject to the same proviso) to redeem the Bonds of Series RRR.

To comply with its obligations to redeem the Bonds of Series RRR in whole or in part imposed herein, the Company shall give written notice of the date of redemption to the Trustee and the IFA Trustee, which date shall be not less than thirty (30) days nor more than ninety (90) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the Bonds of Series RRR, and the requirements of Section 2 of Article VII of the Indenture for notice by newspaper publication shall not apply to the Bonds of Series RRR.

Unless the Company defaults in payment of the redemption price, on and after any redemption date, interest will cease to accrue on the Bonds of Series RRR or portions thereof called for redemption.

No recourse shall be had for the payment of the principal of or interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture, to or against any incorporator, shareholder, officer or director, past, present or future, of the Company or of any predecessor or successor company, either directly or through the Company or such predecessor or successor company, under any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, shareholders, directors and officers being waived and released by the registered owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture.

The Bonds of Series RRR are issuable only in registered form without coupons. This bond is nontransferable except to the IFA Trustee and successors thereto, if any, and to the Company. To the extent that this bond is transferable, it is transferable by the registered owner hereof, in person or by an attorney duly authorized, at the principal office or place of business of Deutsche Bank National Trust Company, the Trustee, or its successor in trust under the Indenture, or at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, the City of New York, State of New York, upon the surrender and cancellation of this bond, and upon any such transfer a new registered bond or bonds of the same series and maturity date and for the same aggregate principal amount will be issued to the transferee in exchange herefor.

The Bonds of Series RRR are issuable in denominations of $5,000 and integral multiples thereof as shall from time to time be determined and authorized by the Board of Directors of the Company. In the manner and subject to the limitations provided in the Indenture, Bonds of Series RRR are exchangeable as between authorized denominations, upon presentation thereof for such purpose by the registered owner, at the principal office or place of business of Deutsche Bank National Trust Company, the Trustee, or its successor in trust under the Indenture, or, at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, the City of New York, State of New York.

No service charge will be made for any transfer or exchange of this bond, but the Company may require a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

(FORM OF TRUSTEE’S CERTIFICATE)

TRUSTEE’S CERTIFICATE

This bond is one of the Bonds of Series RRR designated therein referred to and described in the within mentioned Indenture and Sixty-Third Supplemental Indenture.

	DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE


	By
		Authorized Officer

Section 3. Each Bond of Series QQQ and RRR issued prior to the first interest payment date shall be dated as of September 23, 2010, and otherwise shall be dated as provided in Section 1 of Article II of the Indenture.

Section 4. All Bonds of Series QQQ shall be due and payable on April 1, 2022, and shall bear interest from the date thereof at the rate of 3¾% per annum, payable semi-annually on the first day of April and October in each year, commencing April 1, 2011. All Bonds of Series RRR shall be due and payable on March 1, 2019, and shall bear interest from the date thereof at the rate of 33/8% per annum, payable semi-annually on the first day of March and September in each year, commencing March 1, 2011.

Section 5. Both the principal of and the interest on the Bonds of Series QQQ and RRR shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, at the office or agency of the Company in Plainfield, Indiana, or, at the option of the holder thereof, at the office or agency of the Company in the Borough of Manhattan, the City of New York, State of New York, except that interest on the Bonds of Series QQQ and RRR may be paid, at the option of the Company, by check or draft mailed to the address of the person entitled thereto as it appears on the books of the Company maintained for that purpose.

Section 6. Definitive Bonds of Series QQQ and Bonds of Series RRR shall be issuable in denominations of $5,000 and integral multiples thereof, numbered consecutively from “QQQ-R-1” and “RRR-R-1,” respectively, upward.

The Bonds of Series QQQ and RRR shall be executed on behalf of the Company by the manual or facsimile signature of its President or an Executive Vice President or one of its Vice Presidents and shall have affixed thereto the seal of the Company or a facsimile thereof attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries and shall be authenticated by the execution by the Trustee of the certificate endorsed on said bonds.

No service charge will be made by the Company for the transfer or for the exchange of Bonds of Series QQQ and RRR except, in the case of transfer, a charge sufficient to reimburse the Company for any tax or other governmental charge payable in connection therewith.

Section 7. Article IX of the Indenture, “Maintenance and Renewal Fund and Sinking Fund Provisions”, as heretofore amended or supplemented shall not apply to the “PSI Energy, Inc. First Mortgage Bonds, Series BBB, 8%, Due July 15, 2009” (such bonds being hereinafter referred to as the “Bonds of Series BBB”) or to any subsequently created series of bonds (which includes the Bonds of Series QQQ and RRR) from and after the date on which no series of bonds created under the Indenture prior to the Bonds of Series BBB are outstanding.

Section 8. Section 22 of Article V of the Indenture as heretofore amended or supplemented which, among other things, requires an inspection of the mortgaged property every two years by an independent engineer, shall not apply to the Bonds of Series BBB or to any subsequently created series of bonds (which includes the Bonds of Series QQQ and RRR), from and after the date on which no series of bonds created under the Indenture prior to the Bonds of Series BBB are outstanding.

Section 9. The Company reserves the right, without consent or other action by the holders of the Bonds of Series BBB or of any subsequently created series of bonds (which includes the Bonds of Series QQQ and RRR), to amend the Indenture, as heretofore amended or supplemented, at any time after all bonds of any series created prior to the Bonds of Series BBB are no longer outstanding under the Indenture, as follows:

(a) by substituting for the words “in principal amount not greater than sixty per centum (60%) of” in Section 3 of Article IV thereof the following:

“in principal amount not greater than sixty-six and two-thirds per centum (66-2/3%) of ”.

(b) by substituting for the words “shall exceed sixty per centum (60%) of the value of bondable property so acquired” in Section 9 of Article V thereof the following:

“shall exceed sixty-six and two-thirds per centum (66-2/3%) of the value of bondable property so acquired”.

(c) by substituting for the words “shall be deemed to be paid within the meaning of this article; provided, that the date for the payment or redemption of such bonds shall be not more than one (1) year after such moneys shall have been so set apart or paid.” in the first paragraph of Article XIV thereof the following:

“shall be deemed to be paid within the meaning of this article.”.

(d) by substituting for the words “with the consent of holders of at least seventy-five per centum (75%) in aggregate principal amount of the bonds at the time outstanding;” in sub-section (a) of Section 3 of Article XVIII thereof the following:

“with the consent of holders of at least sixty-six and two-thirds per centum (66-2/3%) in aggregate principal amount of the bonds at the time outstanding;”.

(e) by substituting for the words “holders (or persons entitled to vote the bonds) of not less than seventy-five per centum (75%) in aggregate principal amount of the bonds entitled to be voted” in sub-section (l) of Section 3 of Article XVIII thereof the following:

“holders (or persons entitled to vote the bonds) of not less than sixty-six and two-thirds per centum (66-2/3%) in aggregate principal amount of the bonds entitled to be voted”.

(f) by substituting for the words “holders (or persons entitled to vote the bonds) of at least seventy-five per centum (75%) in principal amount of the bonds outstanding” in sub-section (m) of Section 3 of Article XVIII thereof the following:

“holders (or persons entitled to vote the bonds) of at least sixty-six and two-thirds per centum (66-2/3%) in principal amount of the bonds outstanding”.

ARTICLE II.

ISSUANCE OF BONDS OF SERIES QQQ AND RRR.

The Bonds of Series QQQ, in the aggregate principal amount not exceeding ten million dollars ($10,000,000), and the Bonds of Series RRR, in the aggregate principal amount not exceeding fifty-nine million six hundred thousand dollars ($59,600,000), may be executed by the Company and delivered to the Trustee for authentication, and shall be authenticated and delivered by the Trustee to or upon the order of the Company (which authentication and delivery may be made without awaiting the filing or recording of this Sixty-Third Supplemental Indenture), upon receipt by the Trustee of the resolutions, certificates, orders, opinions and other instruments required by the provisions of Section 2 of Article IV of the Indenture to be received by the Trustee as a condition to the authentication and delivery by the Trustee of bonds pursuant to said Section 2.

ARTICLE III.

INDENTURE AMENDMENTS.

Section 1. Article I of the Indenture, as heretofore amended, is hereby further amended (i) by adding immediately after subdivision “(102)” thereof an additional subdivision numbered “(103)” and reading as follows:

“(103) The term ‘Sixty-Third Supplemental Indenture’ shall mean the Sixty-Third Supplemental Indenture executed by the Company and the Trustee, dated as of September 23, 2010, supplementing and amending the Indenture; and the terms

‘Bonds of Series QQQ’ shall mean the ‘Duke Energy Indiana, Inc. First Mortgage Bonds, Series QQQ, 3¾%, Due April 1, 2022’ and ‘Bonds of Series RRR’ shall mean the ‘Duke Energy Indiana, Inc. First Mortgage Bonds, Series RRR, 33/8%, Due March 1, 2019’ created by the Sixty-Third Supplemental Indenture.”

and (ii) by changing the numbering of the present subdivision “(103)” thereof to “(104)”.

Section 2. Article VII of the Indenture, as heretofore amended, is hereby further amended by inserting therein immediately after Section 45 thereof, new sections designated “Section 46” and “Section 47” and reading as follows:

“Section 46.

(A) The Bonds of Series QQQ are subject to redemption prior to stated maturity as follows:

(1) Optional Redemption of IFA Bonds. In the event that the Company exercises its option under the Loan Agreement to direct the optional redemption of the IFA Bonds on or after October 1, 2020, the Bonds of Series QQQ shall be subject to redemption prior to maturity, in a principal amount equal to the IFA Bonds so redeemed and on such date as the IFA Bonds are redeemed, at a price equal to 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date.

(2) Extraordinary Optional Redemption of IFA Bonds. In the event that the Company exercises its option under the Loan Agreement to direct the extraordinary optional redemption of the IFA Bonds, the Bonds of Series QQQ shall be subject to redemption, in a principal amount equal to the IFA Bonds so redeemed and on such date as the IFA Bonds are redeemed, at a redemption price of 100% of the principal amount redeemed, plus accrued and unpaid interest to the redemption date.

(3) Mandatory Redemption. The Bonds of Series QQQ are subject to mandatory redemption by the Company in whole or in part, as applicable, at a redemption price of 100% of the principal amount redeemed, plus accrued and unpaid interest to the redemption date, upon occurrence of any of the following events:

however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the Bonds of Series QQQ there shall have occurred and be continuing an event of default (as defined in the Indenture) which affects any bond of any series outstanding under the Indenture and which event of default has not been cured or waived prior to such redemption date, it being the intent of such proviso that, in lieu of such right to redemption, the holder of the Bonds of Series QQQ shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Indenture in respect of any such event of default.

(b) In the event that the Company is notified in writing by the IFA Trustee that (i) an event of default under the IFA Indenture has occurred and is continuing, and (ii) the IFA Trustee has declared the principal of all the IFA Bonds then outstanding immediately due and payable pursuant to the IFA Indenture, the Company shall call for redemption, on a redemption date selected by it not later than forty-five (45) days following the date on which such notice from the IFA was received by the Company, the outstanding Bonds of Series QQQ, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the Bonds of Series QQQ (x) such event of default is waived or cured as set forth in the IFA Indenture, or (y) there shall have occurred and be continuing an event of default (as defined in the Indenture) which affects any bond of any series outstanding under the Indenture and which event of default has not been cured or waived prior to such redemption date, it being the intent of such proviso that, in lieu of such right to redemption, the holder of the Bonds of Series QQQ shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Indenture in respect of any such event of default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this paragraph, the Company shall have the same obligation (subject to the same proviso) to redeem the Bonds of Series QQQ.

Unless the Company defaults in payment of the redemption price, on and after any redemption date, interest will cease to accrue on the Bonds of Series QQQ or portions thereof called for redemption.

(B) Capitalized terms used in this Section 46 and not otherwise defined in the Indenture shall have the following meanings for purposes of this Section:

‘IFA’ means the Indiana Finance Authority, a body politic and corporate, not a state agency but an independent instrumentality of the State of Indiana, and any successor thereto.

‘IFA Bonds’ means the Indiana Finance Authority Environmental Refunding Revenue Bonds, Series 2010A-1 (Duke Energy Indiana, Inc. Project), in an aggregate principal amount of $10,000,000, issued under and pursuant to the IFA Indenture.

‘IFA Indenture’ means the Trust Indenture between the IFA and the IFA Trustee, dated as of September 1, 2010, and any indenture supplemental thereto or amendatory thereof, pursuant to which the IFA Bonds are issued and secured.

‘IFA Trustee’ means the person, corporation or association acting as trustee at any time under the IFA Indenture.

‘Loan Agreement’ means the Loan Agreement, dated as of September 1, 2010, between the IFA and the Company, and any and all modifications, amendments and supplements thereto.

(C) The Company shall indemnify and hold harmless the Trustee from any and all losses, costs, damages, expenses, fees (including attorneys’ fees), court costs, judgments, penalties, obligations, suits, disbursements and liabilities of any kind or character whatsoever which may at any time be imposed upon, incurred by or asserted against the Trustee by reason of or arising out of or caused, directly or indirectly by any act or omission of the Trustee with respect to this Section 46, except for such that would arise out of the willful misconduct or gross negligence of the Trustee and except for costs and expenses arising in the ordinary course of the Trustee’s business.

Section 47.

(A) The Bonds of Series RRR are subject to redemption prior to stated maturity as follows:

(1) Extraordinary Optional Redemption of IFA Bonds. In the event that the Company exercises its option under the Loan Agreement to

direct the extraordinary optional redemption of the IFA Bonds, the Bonds of Series RRR shall be subject to redemption, in a principal amount equal to the IFA Bonds so redeemed and on such date as the IFA Bonds are redeemed, at a redemption price of 100% of the principal amount redeemed, plus accrued and unpaid interest to the redemption date.

(2) Mandatory Redemption. The Bonds of Series RRR are subject to mandatory redemption by the Company in whole or in part, as applicable, at a redemption price of 100% of the principal amount redeemed, plus accrued and unpaid interest to the redemption date, upon occurrence of any of the following events:

(a) Upon the occurrence of a Determination of Taxability (as defined in the IFA Indenture) as to which the IFA Trustee has been notified by the Company in writing pursuant to the Loan Agreement, the Bonds of Series RRR are subject to mandatory redemption by the Company, in a principal amount equal to the IFA Bonds to be redeemed in connection therewith and on such date as the IFA Bonds are so redeemed; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the Bonds of Series RRR there shall have occurred and be continuing an event of default (as defined in the Indenture) which affects any bond of any series outstanding under the Indenture and which event of default has not been cured or waived prior to such redemption date, it being the intent of such proviso that, in lieu of such right to redemption, the holder of the Bonds of Series RRR shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Indenture in respect of any such event of default.

bond of any series outstanding under the Indenture and which event of default has not been cured or waived prior to such redemption date, it being the intent of such proviso that, in lieu of such right to redemption, the holder of the Bonds of Series RRR shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Indenture in respect of any such event of default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this paragraph, the Company shall have the same obligation (subject to the same proviso) to redeem the Bonds of Series RRR.

Unless the Company defaults in payment of the redemption price, on and after any redemption date, interest will cease to accrue on the Bonds of Series RRR or portions thereof called for redemption.

(B) Capitalized terms used in this Section 47 and not otherwise defined in the Indenture shall have the following meanings for purposes of this Section:

‘IFA’ means the Indiana Finance Authority, a body politic and corporate, not a state agency but an independent instrumentality of the State of Indiana, and any successor thereto.

‘IFA Bonds’ means the Indiana Finance Authority Environmental Refunding Revenue Bonds, Series 2010A-2 (Duke Energy Indiana, Inc. Project), in an aggregate principal amount of $59,600,000, issued under and pursuant to the IFA Indenture.

‘IFA Trustee’ means the person, corporation or association acting as trustee at any time under the IFA Indenture.

‘Loan Agreement’ means the Loan Agreement, dated as of September 1, 2010, between the IFA and the Company, and any and all modifications, amendments and supplements thereto.

(C) The Company shall indemnify and hold harmless the Trustee from any and all losses, costs, damages, expenses, fees (including attorneys’ fees), court costs, judgments, penalties, obligations, suits, disbursements and liabilities of any kind or character whatsoever which may at any time be imposed upon, incurred by or asserted against the Trustee by reason of or arising out of or caused, directly or indirectly by any act or omission of the Trustee with respect to this Section 47, except for such that would arise out of the willful misconduct or gross negligence of the Trustee and except for costs and expenses arising in the ordinary course of the Trustee’s business.”

Section 3. The Bonds of Series QQQ and RRR shall not be entitled to the benefit of a sinking fund.

ARTICLE IV.

CONCERNING THE TRUSTEE.

The Trustee hereby accepts the trusts hereby declared and agrees to perform the same upon the terms and conditions in the Indenture and in this Sixty-Third Supplemental Indenture set forth. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixty-Third Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XVII of the Indenture shall apply to this Sixty-Third Supplemental Indenture.

ARTICLE V.

MISCELLANEOUS PROVISIONS.

Section 1. Wherever in the original Indenture or in any of the sixty-three supplemental indentures thereto reference is made to any article or section of the original Indenture, such reference shall be deemed to refer to such article or section as amended by such supplemental indentures.

Section 2. Upon the execution and delivery hereof, the Indenture shall thereupon be deemed to be amended as hereinabove set forth as fully and with the same effect as if the amendments made hereby were set forth in the original Indenture and each of the sixty-three supplemental indentures to the Indenture shall henceforth be read, taken and construed as one and the same instrument; but such amendments shall not operate so as to

render invalid or improper any action heretofore taken under the original Indenture or said supplemental indentures.

Section 3. All the covenants, stipulations and agreements in this Sixty-Third Supplemental Indenture contained are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and of the holders from time to time of the bonds.

Section 4. The table of contents to, and the headings of the different articles of, this Sixty-Third Supplemental Indenture are inserted for convenience of reference, and are not to be taken to be any part of the provisions hereof, nor to control or affect the meaning, construction or effect of the same.

Section 5. This Sixty-Third Supplemental Indenture may be simultaneously executed in any number of counterparts, and all such counterparts shall constitute but one and the same instrument.

Section 6. Whenever a payment of principal or interest in respect of the Bonds of Series QQQ and RRR are due on any day other than a business day (as hereinafter defined), such payment shall be payable on the first business day next following such date, and, in the case of a principal payment, interest on such principal payment shall accrue to the date of such principal payment. For the purposes of this Section 6 the term business day shall mean any day other than a day on which the Trustee is authorized by law to close.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]

IN WITNESS WHEREOF, said Duke Energy Indiana, Inc. has caused this instrument to be executed in its corporate name by its President or one of its Vice Presidents and to be attested by its Secretary or one of its Assistant Secretaries and said Deutsche Bank National Trust Company has caused this instrument to be executed in its corporate name by one of its Vice Presidents and to be attested by one of its Vice Presidents, in several counterparts, all as of the day and year first above written.

	DUKE ENERGY INDIANA, INC.


(CORPORATE SEAL)	By	/s/ Stephen G. De May
		Stephen G. De May
		Senior Vice President and Treasurer
ATTEST:


/s/ Robert T. Lucas III
Robert T. Lucas III, Assistant Secretary

	DEUTSCHE BANK NATIONAL TRUST COMPANY, solely as Trustee and not in its individual capacity


(CORPORATE SEAL)	By	/s/ Victoria Y. Douyon
		Victoria Y. Douyon
		Vice President

ATTEST:


/s/ Katherine Cokic
Katherine Cokic, Vice President

STATE OF NORTH CAROLINA	)
	) ss:
COUNTY OF MECKLENBURG	)

BE IT REMEMBERED, that on this 23rd day of September, 2010, before me, the undersigned, a notary public in and for the County and State aforesaid, duly commissioned and qualified, personally appeared Stephen G. De May and Robert T. Lucas III, personally known to me to be the same persons whose names are subscribed to the foregoing instrument, and personally known to me to be the Senior Vice President and Treasurer, and an Assistant Secretary, respectively, of Duke Energy Indiana, Inc., an Indiana corporation, and acknowledged that they signed and delivered said instrument as their free and voluntary act as such Senior Vice President and Treasurer, and Assistant Secretary, respectively, and as the free and voluntary act of said Duke Energy Indiana, Inc., for the uses and purposes therein set forth; in pursuance of the power and authority granted to them by resolution of the Board of Directors of said Company.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year aforesaid.

(NOTARIAL SEAL)

	/s/ Phoebe P. Elliott
	Notary Public

	My commission expires:
	June 26, 2011

STATE OF ILLINOIS	)
	) ss:
COUNTY OF COOK	)

BE IT REMEMBERED, that on this 22nd day of September, 2010, before me, the undersigned, a notary public in and for the County and State aforesaid, duly commissioned and qualified, personally appeared Victoria Y. Douyon and Katherine Cokic personally known to me to be the same persons whose names are subscribed to the foregoing instrument, and personally known to me to be Vice Presidents of Deutsche Bank National Trust Company, a national banking association, and acknowledged that they signed and delivered said instrument as their free and voluntary act as such Vice Presidents, respectively, and as the free and voluntary act of said Deutsche Bank National Trust Company, for the uses and purposes therein set forth; in pursuance of the power and authority granted to them by the bylaws of said association.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year aforesaid.

(NOTARIAL SEAL)

	/s/ Theresa M. Jacobson
	Notary Public

This instrument was prepared by:

Bradley C. Arnett, Esq.*

Taft Stettinius & Hollister LLP

425 Walnut Street, Suite 1800

Cincinnati, Ohio 45202-3957

*Admitted in Ohio; not admitted in Indiana