DUKE CAPITAL CORPORATION

NOTICE: To be executed by an executive officer

EX-4.8 8 dex48.htm SEVENTH SUPPLEMENTAL INDENTURE Seventh Supplemental Indenture

Exhibit 4.8

DUKE CAPITAL CORPORATION

JPMORGAN CHASE BANK

Trustee

Seventh Supplemental Indenture

Dated as of April 16, 2002

$100,000,000 Floating Rate Notes due 2004

TABLE OF CONTENTS¹


		Page

ARTICLE 1
Floating Rate Notes Due 2004

SECTION 1.01	Establishment	1
SECTION 1.02	Definitions	2
SECTION 1.03	Payment of Principal and Interest	2
SECTION 1.04	Denominations.	5
SECTION 1.05	Global Securities	5
SECTION 1.06	Global Securities Legends.	6
SECTION 1.07	Transfer and Exchange.	7
SECTION 1.08	Optional Redemption	7
SECTION 1.09	Paying Agent and Calculation Agent	8

ARTICLE 2
Miscellaneous Provisions

SECTION 2.01	Recitals by the Corporation	8
SECTION 2.02	Ratification and Incorporation of Original Indenture	8
SECTION 2.03	Executed in Counterparts	8


Exhibit A		Form of Floating Rate Note due 2004
Exhibit B		Certificate of Authentication

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

THIS SEVENTH SUPPLEMENTAL INDENTURE is made as of the 16^th day of April 2002, by and between DUKE CAPITAL CORPORATION, a Delaware corporation, having its principal office at 526 South Church Street, Charlotte, North Carolina 28202 (the “Corporation”), and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York banking corporation, as Trustee (herein called the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Corporation has heretofore entered into a Senior Indenture, dated as of April 1, 1998 (the “Original Indenture”), with The Chase Manhattan Bank, as Trustee;

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

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

WHEREAS, the Corporation hereby proposes to create under the Indenture a new series of Securities;

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

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

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

ARTICLE 1

FLOATING RATE NOTES DUE 2004

SECTION 1.01 Establishment.

There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Corporation’s Floating Rate Notes due 2004 (the “Notes”).

There are to be authenticated and delivered $100,000,000 principal amount of Notes, and no further Notes shall be authenticated and delivered except as provided by Section 304, 305, 306, 906,1106 or the last paragraph of Section 301 of the Original Indenture.

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

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

SECTION 1.02 Definitions.

The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.

“Business Day” means a day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office is closed for business; provided, that such day is also a London Business Day.

“Depositary” means The Depository Trust Company, its nominees and their respective successors.

“Interest Payment Date” means the 16^th day of each month, commencing May 16, 2002.

“London Business Day” means any day on which dealings in deposits in United States dollars are transacted in the London interbank market.

“Original Issue Date” means April 16, 2002.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

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

“Restricted Securities Legend” means a legend set forth in Section 1.06.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Notes” means all Notes offered and sold to QIBs in reliance on Rule 144A.

“Securities Act” means the Securities Act of 1933, as amended.

“Stated Maturity” means April 16, 2004.

SECTION 1.03 Payment of Principal and Interest.

The principal of the Notes shall be due at Stated Maturity. The unpaid principal amount of the Notes shall bear interest at a rate of LIBOR plus 0.85% per annum until paid or

duly provided for, such interest to accrue monthly in arrears from, and including, April 16, 2002 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or Stated Maturity, as the case may be. The period from and including an Interest Payment Date to and excluding the next Interest Payment Date is hereinafter called an “Interest Period.” The amount of accrued interest that will be paid for any Interest Period shall be calculated by multiplying the face amount of the Notes by the interest rate applicable for the Interest Period divided by 360 days and multiplied by the actual number of days in the Interest Period.

Interest shall be paid on each Interest Payment Date to the Person or Persons in whose name the Note is registered on the Regular Record Date for such Interest Payment Date, except that interest payable at the Stated Maturity of the Notes or on a Redemption Date as provided herein shall be paid to the Person or Persons to whom principal is payable. Any such interest that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee (“Special Record Date”), notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or to be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture.

The LIBOR rate will be reset monthly on each Interest Payment Date (each an “Interest Reset Date”), beginning on May 16, 2002. The interest rate for the period from and including the Original Issue Date to and excluding the first Interest Payment Date shall be 2.71% per annum (the “Initial Interest Rate”). The second London Business Day preceding an Interest Reset Date will be the “Interest Determination Date” for that Interest Reset Date. The interest rate in effect on each day that is not an Interest Reset Date will be the interest rate determined as of the Interest Determination Date pertaining to the immediately preceding Interest Reset Date or the Initial Interest Rate, as the case may be. The interest rate in effect on any day that is an Interest Reset Date will be the interest rate determined as of the Interest Determination Date pertaining to that Interest Reset Date.

The following definitions shall be used by the calculation agent (the “Calculation Agent”) in its determination of the interest rate:

“LIBOR” shall mean:

(i) with respect to any Interest Determination Date, the rate for deposits in United States dollars having a maturity of one month commencing on the first day of the applicable Interest Period that appears on Telerate Page 3750 as of 11:00 A.M., London time, on that Interest Determination Date. If no rate appears, LIBOR, with respect to that Interest Determination Date, will be determined in accordance with the provisions described in (ii) below;

(ii) with respect to an Interest Determination Date on which no rate appears on Telerate Page 3750, as specified in (i) above, the Calculation Agent will request the principal London offices of each of four major banks selected by the Calculation Agent, which will be referred to as “Reference Banks,” in the London interbank market to provide the Calculation Agent with its offered quotation for deposits in United States dollars for the period of one month, commencing on the first day of the applicable Interest Period, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on that Interest Determination Date and in a principal amount equal to an amount of at least $1,000,000 that is representative for a single transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., in The City of New York on the Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in United States dollars to leading European banks for a period of one month commencing on the first day of the applicable Interest Period and in a principal amount equal to an amount of at least $1,000,000 that is representative for a single transaction in United States dollars in that market at that time; provided, however, that if the banks selected by the Calculation Agent are not providing quotations in the manner described above, LIBOR determined as of that Interest Determination Date will be LIBOR in effect on that Interest Determination Date or, in connection with the first Interest Reset Date, the interest rate on the Notes, in that case, will remain the Initial Interest Rate until reset in connection with the following Interest Reset Date.

“Telerate Page 3750” shall mean the display designated as “Page 3750” on Bridge Telerate, Inc., or such other page as may replace the 3750 page on such service or any successor service or services as may be nominated by the British Bankers’ Association for the purpose of displaying the London interbank rates of major banks for United States dollars.

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

The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

All percentages resulting from any calculation of the interest rate with respect to the Notes will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts in or resulting from any such calculation will be rounded to the nearest cent (with one-half cent being rounded upwards).

SECTION 1.04 Denominations.

The Notes shall be issued only in registered form without coupons, in denominations of $250,000 and integral multiples of $250,000 in excess thereof.

SECTION 1.05 Global Securities.

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

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

The Notes will be resold by the initial purchaser only to QIBs in reliance on Rule 144A. Such Notes may thereafter be transferred only to QIBs in accordance with the procedure described herein.

Notes resold to QIBs in reliance on Rule 144A (the “Rule 144A” Notes) shall be issued in the form of a permanent Global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Seventh Supplemental Indenture, including the legend set forth in Section 1.06 (the “Rule 144A Global Note”), deposited with the Trustee, as custodian for the Depositary. The Rule 144A Global Note may be represented by more than one certificate if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate.

SECTION 1.06 Global Securities Legends.

Unless and until a Note is sold under an effective registration statement, each Rule 144A Global Note (and all Notes issued in exchange therefor or in substitution thereof) shall bear the following legend (each defined term in the legend being defined as such for purposes of the legend only):

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH DUKE CAPITAL CORPORATION (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”.

SECTION 1.07 Transfer and Exchange.

(a) With respect to any proposed transfer of a Rule 144A Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Corporation or any affiliate of the Corporation was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”), a transfer of a Rule 144A Note to a QIB shall be made upon the representation of the transferee in the form of certificate as set forth on the reverse of the Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Corporation as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;

(b) Restricted Securities Legend. Upon the transfer, exchange or replacement of Securities not bearing a Restricted Securities Legend, the Security Registrar shall deliver Securities that do not bear a Restricted Securities Legend. Upon the transfer, exchange or replacement of Securities bearing a Restricted Securities Legend, the Security Registrar shall deliver only Securities that bear a Restricted Securities Legend unless there is delivered to the Security Registrar an opinion of counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

(c) Notwithstanding anything herein to the contrary, neither the Trustee nor the Security Registrar shall have any responsibility to receive any letters, opinions or certifications, nor any responsibility to monitor compliance with any transfer restrictions, in connection with any transfer or exchange of any beneficial interest in a Global Security for a beneficial interest in the same Global Security.

SECTION 1.08 Optional Redemption.

The Notes shall be subject to redemption at the option of the Corporation, in whole or from time to time in part, at any time or from time to time on or after April 16, 2003 (a “Redemption Date”), at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the principal amount being redeemed to such Redemption Date.

Notice of any redemption by the Corporation pursuant to this Section will be mailed at least 30 days but not more than 60 days before any Redemption Date to each Holder of Notes to be redeemed. If notice of a redemption is provided and funds are deposited as required, interest will cease to accrue on and after the Redemption Date on the Notes or portions of Notes called for redemption. In the event that any Redemption Date is not a Business Day, the Corporation will pay the Redemption Price on the next Business Day without any interest or other payment due. If less than all the Notes are to be redeemed at the option of the Corporation, the Trustee

shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. The Trustee may select for redemption Notes and portions of the Notes in amounts of whole multiples of $250,000.

In the event of redemption of a Note in part only, a new Note or Notes and of like tenor for the unredeemed portion will be issued in the name or names of the Holders thereof upon the surrender thereof.

The Notes shall not have a sinking fund.

SECTION 1.09 Paying Agent and Calculation Agent.

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

ARTICLE 2

MISCELLANEOUS PROVISIONS

SECTION 2.01 Recitals by the Corporation.

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

SECTION 2.02 Ratification and Incorporation of Original Indenture.

As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument.

SECTION 2.03 Executed in Counterparts.

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

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


Duke Capital Corporation

By:		/s/ Myron L. Caldwell
Name:		Myron L. Caldwell
Title:		Vice President, Corporate Finance

Attest:

/s/ Robert T. Lucas III

Name: Robert T. Lucas III

Title: Assistant Secretary


JPMorgan Chase Bank, as Trustee

By:		/s/ N. Rodriguez
Name:		Natalia Rodriguez

Attest:

/s/ Virginia Dominguez

Name: Virginia Dominguez

Title: Trust Officer

EXHIBIT A

FORM OF FLOATING RATE NOTE DUE 2004


No.		CUSIP No. 26439R AN 6

DUKE CAPITAL CORPORATION

FLOATING RATE NOTE DUE 2004

Principal Amount: $

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

Original Issue Date: April 16, 2002

Stated Maturity: April 16, 2004

Interest Payment Dates: Monthly on the 16^th day of each month, commencing May 16, 2002

Interest Rate: LIBOR Rate plus 0.85% per annum

Authorized Denomination: $250,000 and integral multiples of $250,000 in excess thereof

Duke Capital Corporation, a Delaware corporation (the “Corporation”, which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to , or registered assigns, the principal sum of DOLLARS ($ ) on the Stated Maturity shown above and to pay interest thereon from the Original Issue Date shown above.

The unpaid principal amount of the Floating Rate Notes due 2004 (the “Notes”) shall bear interest at a rate of LIBOR plus 0.85% per annum until paid or duly provided for, such interest to accrue monthly in arrears from, and including, April 16, 2002 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or Stated Maturity, as the case may be. The period from and including an Interest Payment Date to and excluding the next Interest Payment Date is hereinafter called an “Interest Period.” The amount of accrued interest that will be paid for any Interest Period shall be calculated by multiplying the face amount of the Notes by the interest rate applicable for the Interest Period divided by 360 days and multiplied by the actual number of days in the Interest Period.

Interest shall be paid on each Interest Payment Date to the Person or Persons in whose name this Note is registered on the Regular Record Date for such Interest Payment Date, except that interest payable at the Stated Maturity of the Notes or on a Redemption Date shall be paid to the Person or Persons to whom principal is payable. Any such interest that is not so punctually

A-2

paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee (“Special Record Date”), notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or to be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.

In the event that any Interest Payment Date on the Notes is not a Business Day (other than an Interest Payment Date that falls on the Stated Maturity or on a Redemption Date), then such Interest Payment Date will be postponed to the next succeeding day that is a Business Day unless the Interest Payment Date falls in the next succeeding month in which case the Interest Payment Date will be the preceding Business Day. If the Interest Payment Date falling on the Stated Maturity or on a Redemption Date is not a Business Day then the interest payment due on that date will be paid on the next Business Day and no additional interest will accrue. “Business Day” means a day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office is closed for business; provided, that such day is also a London Business Day. “London Business Day” means any day on which dealings in deposits in United States dollars are transacted in the London interbank market.

The following definitions shall be used by the Calculation Agent in its determination of the interest rate:

“LIBOR shall mean:

(ii) with respect to an Interest Determination Date on which no rate appears on Telerate Page 3750, as specified in (i) above, the Calculation Agent will request the

A-3

principal London offices of each of four major banks selected by the Calculation Agent, which will be referred to as “Reference Banks,” in the London interbank market to provide the Calculation Agent with its offered quotation for deposits in United States dollars for the period of one month, commencing on the first day of the applicable Interest Period, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on that Interest Determination Date and in a principal amount equal to an amount of at least $1,000,000 that is representative for a single transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., in The City of New York on the Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in United States dollars to leading European banks for a period of one month commencing on the first day of the applicable Interest Period and in a principal amount equal to an amount of at least $1,000,000 that is representative for a single transaction in United States dollars in that market at that time; provided, however, that if the banks selected by the Calculation Agent are not providing quotations in the manner described above, LIBOR determined as of that Interest Determination Date will be LIBOR in effect on that Interest Determination Date or, in connection with the first Interest Reset Date, the interest rate on the Notes, in that case, will remain the Initial Interest Rate until reset in connection with the following Interest Reset Date.

“Telerate Page 3750” means the display designated as “Page 3750” on Bridge Telerate, Inc., or such other page as may replace the 3750 page on such service or any successor service or services as may be nominated by the British Bankers’ Association for the purpose of displaying the London interbank rates of major banks for United States dollars.

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

The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

A-4

The Securities of this series shall be redeemable, subject to the terms and conditions of the Indenture, in whole or from time to time in part, at any time or from time to time on or after April 16, 2003 (a “Redemption Date”), at a Redemption Price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest to such Redemption Date.

Notice of any redemption by the Corporation will be mailed at least 30 days but not more than 60 days before any Redemption Date to each Holder of Securities of this series to be redeemed. If notice of a redemption is provided and funds are deposited as required, interest will cease to accrue on and after the Redemption Date on the Securities of this series or portions of Securities of this series called for redemption. In the event that any Redemption Date is not a Business Day, the Corporation will pay the Redemption Price on the next Business Day without any interest or other payment due. If less than all the Securities of this series are to be redeemed at the option of the Corporation, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Securities of this series to be redeemed in whole or in part. The Trustee may select for redemption Securities of this series and portions of the Securities of this series in amounts of whole multiples of $250,000.

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

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

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

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

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

A-5

IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed under its corporate seal.

Dated:


Duke Capital Corporation

By:
Name:
Title:

Attest:

Name:

Title:

CERTIFICATE OF AUTHENTICATION

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


JPMorgan Chase Bank, as Trustee

By:
		Authorized Officer

A-6

(Reverse Side of Security)

This Floating Rate Note due 2004 is one of a duly authorized issue of Securities of the Corporation (the “Securities”), issued and issuable in one or more series under a Senior Indenture, dated as of April 1, 1998, as supplemented (the “Indenture”), between the Corporation and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the Trustee and the Holders of the Securities issued thereunder and of the terms upon which said Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof as Floating Rate Notes due 2004 initially in the aggregate principal amount of $100,000,000. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

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

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

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

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

A-7

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

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

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

The Securities of this series are issuable only in registered form without coupons in denominations of $250,000 and integral multiples in excess thereof. As provided in the Indenture and subject to the limitations therein set forth, the Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same upon surrender of the Security or Securities to be exchanged at the office or agency of the Corporation.

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

A-8

ABBREVIATIONS

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


TEN COM —	as tenants in common	UNIF GIFT MIN ACT —		Custodian

			(Cust)		(Minor)

TEN ENT —	as tenants by the entireties

JT TEN —	as joint tenants with rights of survivorship and not as tenants in common		under Uniform Gifts to Minors Act
				(State)

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

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

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

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

agent to transfer said Security on the books of the Corporation, with full power of substitution in the premises.

Dated:


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

Signature Guarantee:

A-9

SIGNATURE GUARANTEE

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

A-10

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED SECURITIES

This certificate relates to $ principal amount of Floating Rate Notes due 2004 held in (check applicable space) book-entry or definitive form by the undersigned.

The undersigned has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

1. ¨ to the Corporation; or

2. ¨ to the Securities Registrar for the registration in the name of the Holder, without transfer; or

3. ¨ inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933.




						Your Signature
Signature Guarantee:

Date:

Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee						Signature of Signature Guarantee

A-11

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Corporation as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided Rule 144A.

A-12

EXHIBIT B

CERTIFICATE OF AUTHENTICATION

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


JPMorgan Chase Bank, as Trustee

By:
		Authorized Officer

B-1