**[EXECUTION
      COPY]**








**AMENDMENT**





Dated
      as
      of May 3, 2006





To
      the
      Lenders parties to the Credit Agreement


referred
      to below





Ladies
      and Gentlemen:





Reference
      is made to the Credit Agreement, dated as of March 28, 2005 ( the
      “ ***Credit
      Agreement*** ”) ,
      among
      Carolina Power & Light Company d/b/a Progress Energy Carolinas, Inc. (the “ ***Company*** ” ),
      the
      Lenders and Wachovia Bank, N.A., as Administrative Agent (the “ ***Administrative
      Agent*** ”). Capitalized
      terms used herein and not otherwise defined herein have the meanings given
      such
      terms in the Credit Agreement. The Company has requested, and the Lenders have
      agreed, that the Credit Agreement be amended as provided below.





***Section
      1. Amendments.*** The
      parties agree that, subject to the satisfaction of the conditions precedent
      to
      effectiveness set forth below, the Credit Agreement is, as of the date hereof,
      hereby amended as follows:





(a) The
      following definitions in Section 1.01 are amended and restated in their entirety
      to read as follows:





““ ***Applicable
      Margin*** ”
means
      on any date, the rate per annum set forth below for the applicable Type of
      Advance, determined by reference to the ratings assigned to the Reference
      Securities:




**Basis
                for**
              **Pricing**
            **LEVEL
                1**
              If
                the Reference Securities are rated at least A- by S&P or at least A3
                by Moody’s
            **LEVEL
                2**
              If
                the Reference Securities are rated lower than Level 1 but at least
                BBB+ by
                S&P or at least Baa1 by Moody’s
            **LEVEL
                3**
              If
                the Reference Securities are rated lower than Level 2 but at least
                BBB by
                S&P or at least Baa2 by Moody’s
            **LEVEL
                4**
              If
                the Reference Securities are rated lower than Level 3 but at least
                BBB- by
                S&P or at least Baa3 by Moody’s
            **LEVEL
                5**
              If
                the Reference Securities are rated lower than Level 4 or
                unrated**Eurodollar
                Rate**
            0.230%
            0.270%
            0.350%
            0.475%
            0.575%**Base
                Rate**
            0.0%
            0.0%
            0.0%
            0.0%
            0.0%




The
      Applicable Margin will increase by 0.050% at Levels 1 and 2, by 0.100% at Levels
      3 and 4 and by 0.125% at Level 5 at any time that more than 50% of the
      Commitments are utilized. The Applicable Margin will be redetermined on the
      date
      of any change in the rating assigned by S&P or Moody’s, as the case may be,
      to the Reference Securities. If and so long as an Event of Default shall have
      occurred and shall be continuing, the Applicable Margin will increase by 2.00%. If
      the
      ratings assigned to the Reference Securities by S&P and Moody’s are not
      comparable ( *i.e.* ,
      a
“split rating”), and (i) the ratings differential is one category, the higher of
      such two ratings shall control, unless one of the ratings is below BBB- or
      Baa3,
      or (ii) the ratings differential is two or more categories or one of the ratings
      is below BBB- or Baa3, the rating that is one below the higher of the two
      ratings shall control.”




““ ***Termination
      Date*** ”
means,
      with respect to any Lender, the earlier to occur of (i) June 28, 2010, subject
      to extension to a later date for such Lender pursuant to Section 2.16, and
      (ii)
      the date of termination in whole of the Commitments pursuant to Section 2.04
      or
      6.01.”




(b)
      The
      following new definitions are inserted in Section 1.01 in appropriate alphabetic
      order:





““ ***Additional
      Commitment Lender*** ”
has
      the
      meaning specified in Section 2.16(b).”




““ ***Anniversary
      Date*** ”
has
      the
      meaning specified in Section 2.16(a).”




““ ***Current
      Termination Date*** ”
has
      the
      meaning specified in Section 2.16(a).”




““ ***Declining
      Lender*** ”
has
      the
      meaning specified in Section 2.16(a).”




(c) Section
      2.03 is amended and restated in its entirety to read as follows:





“ ***SECTION
      2.03. Facility Fee.***




The
      Company agrees to pay to the Administrative Agent for the account of each Lender
      a facility fee on each Lender’s Commitment, irrespective of usage, from the date
      hereof, in the case of each Bank, and from the effective date specified in
      the
      Assignment and Assumption pursuant to which it became a Lender, in the case
      of
      each other Lender, until the Termination Date, payable quarterly in arrears
      on
      the last day of each March, June, September and December during the term of
      such
      Lender’s Commitment and on the Termination Date, at a rate per annum determined
      by reference to the ratings assigned to the Reference Securities as set forth
      below:




**Basis
                for Pricing**
            **LEVEL
                1**
              If
                the Reference Securities are rated at least A- by S&P or at least A3
                by Moody’s
            **LEVEL
                2**
              If
                the Reference Securities are rated lower than Level 1 but at least
                BBB+ by
                S&P or at least Baa1 by Moody’s
            **LEVEL
                3**
              If
                the Reference Securities are rated lower than Level 2 but at least
                BBB by
                S&P or at least Baa2 by Moody’s
            **LEVEL
                4**
              If
                the Reference Securities are rated lower than Level 3 but at least
                BBB- by
                S&P or at least Baa3 by Moody’s
            **LEVEL
                5**
              If
                the Reference Securities are rated lower than Level 4 or
                unrated**Facility
                Fee**
            0.070%
            0.080%
            0.100%
            0.125%
            0.175%




The
      facility fee rate will be redetermined on the date of any change in the rating
      assigned by S&P or Moody’s, as the case may be, to the Reference Securities. If
      the
      ratings assigned to the Reference Securities by S&P and Moody’s are not
      comparable ( *i.e.* ,
      a
“split rating”), and (i) the ratings differential is one category, the higher of
      such two ratings shall control, unless one of the ratings is below BBB- or
      Baa3,
      or (ii) the ratings differential is two or more categories or one of the ratings
      is below BBB- or Baa3, the rating that is one below the higher of the two
      ratings shall control.”






(d)
      The
      third sentence of Section 2.14(a) is amended and restated in its entirety to
      read as follows:




“ The
      Administrative Agent will promptly thereafter cause to be distributed like
      funds
      relating to the payment of principal or interest or fees (other than pursuant
      to
      Section 2.08, 2.12 or 2.16(b)) ratably to the Lenders for the account of their
      respective Applicable Lending Offices, and like funds relating to the payment
      of
      any other amount payable to any Lender to such Lender for the account of its
      Applicable Lending Office, in each case to be applied in accordance with the
      terms of this Agreement.”




(e)
      The
      following is added as a new
      Section 2.16:




“ **SECTION
      2.16. Extension of Termination Date** .





(a)  So
      long
      as no Event of Default shall have occurred and be continuing and the Termination
      Date shall not have occurred, then at least 30 days but not more than 60 days
      prior to each of the second and third anniversaries of the date hereof (each,
      an
“ ***Anniversary
      Date*** ”),
      the
      Company may request that the Lenders, by written notice to the Administrative
      Agent (in substantially the form attached hereto as Exhibit F) with a copy
      to
      the Arrangers, consent to a one-year extension of the Termination Date. Each
      Lender shall, in its sole discretion, determine whether to consent to such
      request and shall notify the Administrative Agent of its determination at least
      20 days prior to the applicable Anniversary Date. The failure to respond by
      any
      Lender within such time period shall be deemed a denial of such request. The
      Administrative Agent shall deliver a notice to the Company and the Lenders
      at
      least 15 days prior to such Anniversary Date of the identity of the Lenders
      that
      have consented to such extension and the Lenders that have declined such consent
      (the “ ***Declining
      Lenders*** ”).
      If
      Lenders holding in the aggregate 50% or less of the Commitments have consented
      to the requested extension, the Termination Date shall not be extended, and
      the
      Commitments of all Lenders shall terminate on the then current Termination
      Date
      (the “ ***Current
      Termination Date*** ”).





(b)  If
      Lenders holding in the aggregate more than 50% of the Commitments have consented
      to the requested extension, subject to the conditions set forth in Section
      2.16(c), the Termination Date shall be extended as to such consenting Lenders
      only (and not as to any Declining Lender) for a period of one year following
      the
      Current Termination Date. Unless assigned to another Lender as set forth below,
      the commitments of the Declining Lenders shall terminate on such Current
      Termination Date, all Advances of and other amounts payable to such Declining
      Lenders shall be repaid to them on such Current Termination Date, and such
      Declining Lenders shall have no further liability as of such Current Termination
      Date. The Company shall have the right at any time on or before the applicable
      Anniversary Date to replace each Declining Lender with, and add as “Lenders”
under this Agreement in place thereof, one or more Eligible Assignees (each,
      an
“ ***Additional
      Commitment Lender*** ”)
      as
      provided in Section 8.07(f), each of which Additional Commitment Lenders shall
      have entered into an Assignment and Acceptance pursuant to which each such
      Additional Commitment Lender shall, effective as of such Anniversary Date,
      assume a Commitment (and, if any such Additional Commitment Lender is already
      a
      Lender, its Commitment shall be in addition to such Lender’s Commitment
      hereunder on such date) and accept as such Additional Lender’s Termination Date
      with respect to the Commitment so assumed the latest date to which the
      Termination Date has been extended pursuant to this Section 2.16.





(c)  Any
      extension of the Termination Date pursuant to this Section 2.16 shall become
      effective upon the applicable Anniversary Date if the Company shall have
      delivered to the Administrative Agent and each Lender, on or prior to such
      Anniversary Date, (i) opinions of counsel to the Company substantially in
      the forms of Exhibits D-3 and D-4 attached hereto upon which each Lender and
      the
      Administrative Agent may rely, together with any governmental order referred
      to
      therein attached thereto and (ii) a certificate of a duly authorized
      officer of the Company (the statements contained in which shall be true) to
      the
      effect that (x) the representations and warranties contained in Section 4.01
      are
      correct on and as of such Anniversary Date before and after giving effect to
      the
      extension of the Termination Date, as though made on and as of such Anniversary
      Date, and (y) no event has occurred and is continuing, or would result from
      such
      extension of the Termination Date, that constitutes an Event of Default or
      that
      would constitute an Event of Default but for the requirement that notice be
      given or time elapse, or both.





(d)  Upon
      the
      extension of any Termination Date in accordance with this Section 2.16, the
      Administrative Agent shall deliver to each Lender a revised Schedule II setting
      forth the Commitment of each Lender after giving effect to such extension,
      and
      such Schedule II shall replace the Schedule II in effect before the applicable
      Anniversary Date.”





(f)
      The
      first sentence of Section 8.07(f) is amended and restated in its entirety to
      read as follows:




“ If
      (x)
      any Lender shall be a Declining Lender, (y) any Lender or any Participant shall
      make any demand for payment under Section 2.12 or (z) the Company is required
      to
      pay any additional amount to any Lender or governmental authority for the
      account of any Lender pursuant to Section 8.04(c) or (d), then within the time
      period specified in Section 2.16(b) or within 30 days after such demand for
      any
      such payment (if, but only if, such demanded payment has been made by the
      Company) (as applicable), the Company may, at its sole expense and effort,
      upon
      notice to such Lender and with the approval of the Administrative Agent (which
      approval shall not be unreasonably withheld or delayed), demand that such Lender
      assign in accordance with and subject to the restrictions contained in, and
      consents required by, this Section 8.07 to one or more Eligible Assignees
      designated by the Company all (but not less than all) of such Lender’s
      Commitment (if any) and the Advances owing to it no later than the applicable
      Anniversary Date or within the period ending on the later to occur of such
      30th
      day and the last day of the longest of the then current Interest Periods for
      such Advances (as applicable), *provided* that (i)
      no Default or Event of Default shall then have occurred and be continuing;
      (ii) the
      Company shall have paid to the Administrative Agent the assignment fee specified
      in Section 8.07(a); (iii) such Lender shall have received payment of an amount
      equal to the outstanding principal of its Advances, accrued interest thereon,
      accrued fees and all other amounts payable to it hereunder (including any
      amounts under Section 8.04(b) from the assignee (to the extent of such
      outstanding principal and accrued interest and fees) or the Company (in the
      case
      of all other amounts); (iv) in the case of any such assignment resulting from
      a
      claim for compensation under Section 2.12 or payments required to be made
      pursuant to Section 8.04(c) or (d), such assignment will result in a reduction
      in such compensation or payments thereafter; (v) in the case of any such
      assignment by a Declining Lender, such Declining Lender shall have consented
      to
      such assignment, and (vi) such assignment does not conflict with applicable
      laws . ”









(g)
      Schedule II is amended and restated in its entirety to read as the attached
      Schedule I hereto.







(h)  The
      attached Exhibit A-1 and Exhibit A-2 hereto are added as “Exhibit D-3” and
“Exhibit D-4”, respectively, to the Credit Agreement.





(i)  The
      attached Exhibit B hereto is added as “Exhibit F” to the Credit
      Agreement.





***Section
      2. Conditions to Effectiveness.*** Section
      1 of this Amendment shall be effective as of the date hereof when and if (i)
      the
      Company and the Lenders shall have executed and delivered to the Administrative
      Agent executed counterparts of this Amendment, and (ii) the representations
      and
      warranties of the Company set forth in Section 3 below shall
      be
      true and correct on and as of such date of effectiveness as though made on
      and
      as of such date.





***Section
      3. Representations and Warranties.***  The
      Company represents and warrants that (i) the representations and warranties
      contained in Article IV of the Credit Agreement, as amended hereby (with each
      reference therein to “this Agreement”, “hereunder” and words of like import
      referring to the Credit Agreement being deemed to be a reference to this
      Amendment and the Credit Agreement, as amended hereby), are true and correct
      on
      and as of the date hereof as though made on and as of such date, and (ii) no
      event has occurred and is continuing, or would result from the execution and
      delivery of this Amendment, that constitutes an Event of Default.





***Section
      4. Effect on the Credit Agreement.*** The
      execution, delivery and effectiveness of this Amendment shall not operate as
      a
      waiver of any right, power or remedy of any Lender or the Administrative Agent
      under the Credit Agreement, nor constitute a waiver of any provision of any
      of
      the Credit Agreement. Except as expressly amended above, the Credit Agreement
      is
      and shall
      continue to be in full force and effect and is hereby in all respects ratified
      and confirmed .
      This
      Amendment shall be binding on the parties hereto and their respective successors
      and permitted assigns under the Credit Agreement.





***Section
      5. Costs, Expenses and Taxes.*** The
      Company agrees to pay on demand all costs and expenses of the Administrative
      Agent in connection with the preparation, execution and delivery of this
      Amendment and any other instruments and documents to be delivered hereunder,
      including, without limitation, the reasonable fees and out-of-pocket expenses
      of
      counsel for the Administrative Agent with respect thereto, and all costs and
      expenses (including, without limitation, counsel fees and expenses), if any,
      in
      connection with the enforcement (whether through negotiations, legal proceedings
      or otherwise) of this Amendment or such other instruments and documents. In
      addition, the Company agrees to pay any and all stamp and other taxes payable
      or
      determined to be payable in connection with the execution and delivery of this
      Amendment and any other instruments and documents to be delivered hereunder,
      and
      agree jointly and severally to save the Lenders and the Administrative Agent
      harmless from and against any and all liabilities with respect to or resulting
      from any delay in paying or omission to pay such taxes.





***Section
      6. Counterparts*** .
      This
      Amendment may be executed in any number of counterparts and by any combination
      of the parties hereto in separate counterparts, each of which counterparts
      shall
      constitute an original, and all of which taken together shall constitute one
      and
      the same instrument.





***Section
      7. Governing Law.*** This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York.





[Remainder
      of page intentionally left blank]








If
      you
      consent and agree to the foregoing, please evidence such consent and agreement
      by executing and faxing one copy, and returning six counterparts, of this
      Amendment to King & Spalding LLP, 1185 Avenue of the Americas, New York, New
      York 10036, Attention: Colleen Stapleton (fax no. 212-556-2222) no later than
      5:00 p.m., New York City time, on May 3, 2006.







Very
      truly yours,





CAROLINA
      POWER & LIGHT COMPANY d/b/a


PROGRESS ENERGY CAROLINAS, INC.








By
/s/
      Thomas R. Sullivan


Thomas
      R.
      Sullivan


Treasurer






SIGNATURE
          PAGE TO AMENDMENT TO 2005 PROGRESS CAROLINAS CREDIT AGREEMENT


The
      undersigned hereby consent


and
      agree
      to the foregoing:





WACHOVIA
      BANK, N.A.,


as
      Administrative Agent and Lender








By_______________________________


Name:


Title:


SIGNATURE
          PAGE TO AMENDMENT TO 2005 PROGRESS CAROLINAS CREDIT AGREEMENT
 
 3


THE
      ROYAL
      BANK OF SCOTLAND PLC,


as
      Lender








By_______________________________


Name:


Title:


SIGNATURE
          PAGE TO AMENDMENT TO 2005 PROGRESS CAROLINAS CREDIT AGREEMENT


THE
      BANK
      OF NEW YORK, as Lender








By_______________________________


Name:


Title:





SIGNATURE
          PAGE TO AMENDMENT TO 2005 PROGRESS CAROLINAS CREDIT AGREEMENT


CITIBANK,
      N.A., as Lender








By_______________________________


Name:


Title:


SIGNATURE
          PAGE TO AMENDMENT TO 2005 PROGRESS CAROLINAS CREDIT AGREEMENT


MELLON
      BANK, N.A., as Lender








By_______________________________


Name:


Title:


SIGNATURE
          PAGE TO AMENDMENT TO 2005 PROGRESS CAROLINAS CREDIT AGREEMENT


JPMORGAN
      CHASE BANK, N.A., as Lender








By_______________________________


Name:


Title:








SIGNATURE
          PAGE TO AMENDMENT TO 2005 PROGRESS CAROLINAS CREDIT AGREEMENT


BANK
      OF
      AMERICA, N.A., as Lender








By_______________________________


Name:


Title:


SIGNATURE
          PAGE TO AMENDMENT TO 2005 PROGRESS CAROLINAS CREDIT AGREEMENT


THE
      BANK
      OF TOKYO-MITSUBISHI UFJ, LTD.,


NEW
      YORK
      BRANCH (as successor-by-merger


to
      UFJ
      BANK LIMITED), as Lender








By_______________________________


Name:


Title:


SIGNATURE
          PAGE TO AMENDMENT TO 2005 PROGRESS CAROLINAS CREDIT AGREEMENT


SUNTRUST
      BANK, as Lender








By_______________________________


Name:


Title:


SIGNATURE
          PAGE TO AMENDMENT TO 2005 PROGRESS CAROLINAS CREDIT AGREEMENT





BARCLAYS
      BANK PLC, as Lender








By_______________________________


Name:


Title:











SIGNATURE
            PAGE TO AMENDMENT TO 2005 PROGRESS CAROLINAS CREDIT AGREEMENT
 
 3


**SCHEDULE
      I**





SCHEDULE
      II





*Commitments*





Lender
            Commitment
            Domestic
                Lending Office
            Eurodollar
                LendingOfficeWachovia
                Bank, N.A.
            $
                82,500,000
            201
                South College Street
              Mail
                Code: CP-8, NC0680
              Charlotte,
                NC 28288-0680
              Attention:
                Brad Riggenbach
              Telephone:
                704-715-8946
              Telecopier:
                704-383-0288/0835
              E-Mail:bradley.riggenbach@wachovia.com
            Same
                as Domestic Lending OfficeThe
                Royal Bank of Scotland plc
            $
                77,000,000
            101
                Park Avenue
              New
                York, NY 10178
              Attention:
                Li Yao
              Telephone:
                212.401.1335
              Telecopier:
                212.401.1494
              E-Mail:
                LiYao.Li@rbos.com
            Same
                as Domestic Lending OfficeCitibank,
                N.A.
            $
                49,000,000
            388
                Greenwich Street
              New
                York, New York 10013
              Attention:
                Stuart Glen
              Telephone:
                212.816-8553
              Telecopier:
                212.816-8098
              Email:
                stuart.j.glen@citigroup.com
            Same
                as Domestic Lending OfficeBank
                of Tokyo- Mitsubishi Trust Company
            $
                45,000,000
            BTM
                Information Services, Inc.
              c/o
                The Bank of Tokyo-Mitsubishi, Ltd., NY Branch
              1251
                Avenue of the Americas, 12th Floor
              New
                York, NY 10020-1104
              Attention:
                Rolando Uy, AVP, Loan Operations Dept.
              Telephone:
                201.413.8570
              Telecopier:
                201.521.2304
              Email:
                N/A
            Same
                as Domestic Lending OfficeThe
                Bank of New York
            $
                45,000,000
            One
                Wall Street
              19th
                Floor
              New
                York, NY 10286
              Attention:
                Frank Su, Energy Division
              Telephone:
                212.635.7532
              Telecopier:
                212.635.7552
              Email:
                fsu@bankofny.com
            Same
                as Domestic Lending OfficeMellon
                Bank, N.A.
            $
                45,000,000
            525
                William Penn Place
              Room
                153-1203
              Pittsburgh,
                PA 15259-0003
              Attention:
                Daria Armen, Loan Administrator
              Telephone:
                412.234.1870
              Telecopier:
                412.209.6117
              Email:
                N/A
            Same
                as Domestic Lending OfficeJPMorgan
                Chase Bank, N.A.
            $
                44,000,000
            1111
                Fannin - 10
              Houston,
                TX 77002
              Attention:
                Kelly Collins, Account Manager
              Telephone:
                713.750.2530
              Telecopier:
                713.427.6307
              Email:
                kelly.collins@jpmchase.com
            Same
                as Domestic Lending OfficeBank
                of America, N.A.
            $
                22,000,000
            901
                Main Street, 14th Fl.
              Mail
                Code: TX1-492-14-12
              Dallas,
                TX 75202-3714
              Attention:
                Jacqueline R. Archuleta
              Telephone:
                214.209.2135
              Telecopier:
                214.290.8372
              Email:
                jacqueline.archuleta@bankofamerica.com
            Same
                as Domestic Lending OfficeBarclays
                Bank PLC
            $
                20,500,000
            Barclays
                Capital Services, LLC
              200
                Cedar Knolls Road
              Whippany,
                NJ 07981
              Attention:
                Erik Hoffman
              Telephone:
                973.576.3709
              Telecopier:
                973.576.3014
              Email:
                erik.hoffman@barcap.com
            Same
                as Domestic Lending OfficeSunTrust
                Bank
            $
                20,000,000
            SunTrust
                Bank
              Mail
                Code 1929
              303
                Peachtree Street, 10th Floor
              Atlanta,
                GA 30308
              Attn:
                Tina Marie Edwards
              Telephone:
                404-588-8660
              Telecopier:
                404-588-4402
              Email:
                tinamarie.edwards@suntrust.com
            Same
                as Domestic Lending OfficeTotal:
            $450,000,000

















**EXHIBIT
      A-1**





**EXHIBIT
      D-3**





**FORM
      OF OPINION OF GENERAL COUNSEL TO THE BORROWER UPON EXTENSION OF THE TERMINATION
      DATE**





___________
      ___, 20__








To
      each
      of the Lenders parties to the Credit Agreement referred to below and to Wachovia
      Bank, N.A., as Administrative Agent





Re:
      Carolina Power & Light Company d/b/a Progress Energy Carolinas,
      Inc.





Ladies
      and Gentlemen:





This
      opinion is furnished to you by me as Vice President (Legal) of Progress Energy
      Service Company, LLC and in my capacity as counsel to Carolina Power & Light
      Company d/b/a Progress Energy Carolinas, Inc. (the “ ***Borrower*** ”)
      in
      connection with the extension of the Termination Date until ________ __, _____
      under Section 2.16 (the “ ***Extension*** ”)
      of the
      Credit Agreement, dated as of March 28, 2005, as amended, (the “ ***Credit
      Agreement*** ”,
      the
      terms defined therein being used herein as therein defined), among the Borrower,
      certain lenders from time to time parties thereto (the “ ***Lenders*** ”)
      and
      Wachovia Bank, N.A., as Administrative Agent for the Lenders.




In
      connection with the Extension, I have examined:




(1)  The
      Credit Agreement.




(2)  The
      documents furnished by the Borrower pursuant to Section 3.01 of the Credit
      Agreement.




(3)  The
      Request for Extension of Termination Date and Certificate, dated _____,
      submitted by the Borrower in connection with the Extension.




(4)  The
      Restated Charter of the Borrower and all amendments thereto (the “ ***Charter*** ”).




(5)  The
      By-Laws of the Borrower and all amendments thereto (the “ ***By-Laws*** ”).




I
      have
      also examined the originals, or copies of such other corporate records of the
      Borrower, certificates of public officials and of officers of the Borrower
      and
      agreements, instruments and other documents as I have deemed necessary as a
      basis for the opinions expressed below. As to questions of fact material to
      such
      opinions, I have, when relevant facts were not independently established by
      me,
      relied upon certificates of the Borrower or its officers or of public officials.
      I have assumed the authenticity of all documents submitted to me as originals,
      the conformity to originals of all documents submitted as certified or
      photostatic copies and the authenticity of the signatures (other than those
      of
      the Borrower), and the due execution and delivery, pursuant to due
      authorization, of the Credit Agreement by the Lenders and the Administrative
      Agent and the validity and binding effect thereof on such parties. For purposes
      of my opinions expressed in paragraph 1 below as to existence and good standing,
      I have relied as of their respective dates on certificates of public officials,
      copies of which are attached hereto as Exhibit A. Whenever the phrase “to my
      knowledge” is used in this opinion it refers to my actual knowledge and the
      actual knowledge of the attorneys who work under my supervision and who were
      involved in the representation of the Borrower in connection with the
      transactions contemplated by the Credit Agreement.




I
      or
      attorneys working under my supervision are qualified to practice law in the
      State of North Carolina and the opinions expressed herein are limited to the
      law
      of the State of North Carolina, the Federal law of the United States and, in
      reliance on a certificate issued by the Secretary of State of South Carolina
      and
      attached hereto as part of Exhibit A, the laws of the State of South Carolina
      for purposes of the first sentence of opinion paragraph 1 below.




Based
      upon the foregoing and upon such investigation as I have deemed necessary,
      I am
      of the following opinion:




1.  The
      Borrower is a corporation duly organized, validly existing and in good standing
      under the laws of the State of North Carolina, and is duly qualified to do
      business and in good standing in the State of South Carolina.




2.  The
      execution, delivery and performance by the Borrower of the Credit Agreement,
      after giving effect to the Extension, are within the Borrower’s corporate
      powers, have been duly authorized by all necessary corporate action, and do
      not
      violate (i) the Charter or the By-Laws or any law, rule or regulation applicable
      to the Borrower (including, without limitation, Regulation X of the Board of
      Governors of the Federal Reserve System) or (ii) result in breach of, or
      constitute a default under, any judgment, decree or order binding on the
      Borrower, or any indenture, mortgage, contract or other instrument to which
      it
      is a party or by which it is bound. The Credit Agreement has been duly executed
      and delivered on behalf of the Borrower.




3.  No
      authorization, approval or other action by, and no notice to or filing with
      any
      governmental authority or regulatory body is required for the due execution,
      delivery and performance, by the Borrower of the Credit Agreement, after giving
      effect to the Extension, other than a notification to the North Carolina
      Utilities Commission, which has been timely made.




4.  To
      my
      knowledge, except as described in the reports and registration statements that
      the Borrower has filed with the Securities and Exchange Commission, there are
      no
      pending or overtly threatened actions or proceedings against the Borrower or
      any
      of the Subsidiaries before any court, governmental agency or arbitrator, that
      may materially adversely affect the financial condition, operations or
      properties of the Borrower and its Subsidiaries, taken as a whole.




The
      opinions set forth above are subject to the qualification that no opinion is
      expressed herein as to the enforceability of the Credit Agreement or any other
      document.




The
      foregoing opinions are solely for your benefit and may not be relied upon by
      any
      other Person other than any other Person that may become a Lender under the
      Credit Agreement after the date hereof and Hunton & Williams LLP, in
      connection with their opinion delivered on the date hereof under Section 2.16(c)
      of the Credit Agreement. This letter speaks only as of the date hereof and
      may
      not be relied on by any person with respect to any date after the date hereof.
      I
      do not undertake to advise you of any changes in the opinions expressed herein
      from matters that may hereafter arise or be brought to my
      attention.







Very
      truly yours,











**EXHIBIT
      A-2**





**EXHIBIT
      D-4**





**FORM
      OF OPINION OF SPECIAL COUNSEL TO THE BORROWER UPON EXTENSION OF THE TERMINATION
      DATE**








___________
      ___, 20__








To
      each
      of the Lenders parties to the Credit Agreement referred to below and to Wachovia
      Bank, N.A., as Administrative Agent





Re:
      Carolina Power & Light Company d/b/a Progress Energy Carolinas,
      Inc.





Ladies
      and Gentlemen:





This
      opinion is furnished to you by us as counsel for Carolina Power & Light
      Company d/b/a Progress Energy Carolinas, Inc. (the “ ***Borrower*** ”)
      in
      connection with the extension of the Termination Date until June [ ], 20___
      under Section 2.16 (the “ ***Extension*** ”)
      of the
      Credit Agreement, dated as of March 28, 2005, as amended, (the “ ***Credit
      Agreement*** ”,
      the
      terms defined therein being used herein as therein defined), among the Borrower,
      certain lenders from time to time parties thereto (the “ ***Lenders*** ”)
      and
      Wachovia Bank, N.A., as Administrative Agent for the Lenders.




In
      connection with the Extension, we have examined:




(1)  The
      Credit Agreement.




(2)  The
      documents furnished by the Borrower pursuant to Section 3.01 of the Credit
      Agreement.




(3)  The
      Request for Extension of Termination Date and Certificate, dated _____,
      submitted by the Borrower in connection with the Extension.




(4)  The
      opinion letter of even date herewith, addressed to you by __________, counsel
      to
      the Borrower and delivered in connection with the transactions contemplated
      by
      the Credit Agreement (the “ ***Borrower
      Opinion Letter*** ”).




We
      have
      also examined the originals, or copies of such other corporate records of the
      Borrower, certificates of public officials and of officers of the Borrower
      and
      agreements, instruments and other documents as we have deemed necessary as
      a
      basis for the opinions expressed below. As to questions of fact material to
      such
      opinions, we have, when relevant facts were not independently established by
      us,
      relied upon certificates of the Borrower or its officers or of public officials.
      We have assumed the authenticity of all documents submitted to us as originals,
      the conformity to originals of all documents submitted as certified or
      photostatic copies and the authenticity of the originals (other than those
      of
      the Borrower), and the due execution and delivery, pursuant to due
      authorization, of the Credit Agreement by the Lenders and the Administrative
      Agent and the validity and binding effect thereof on such parties. Whenever
      the
      phrase “to our knowledge” is used in this opinion it refers to the actual
      knowledge of the attorneys of this firm involved in the representation of the
      Borrower without independent investigation.




We
      are
      qualified to practice law in the States of North Carolina and New York, and
      the
      opinions expressed herein are limited to the law of the States of North Carolina
      and New York applicable to public utilities and the federal law of the United
      States. To the extent that our opinions expressed herein depend upon opinions
      expressed in paragraphs 1 through 4 of the Borrower Opinion Letter, we have
      relied without independent investigation on the accuracy of the opinions
      expressed in the Borrower Opinion Letter, subject to the assumptions,
      qualifications and limitations set forth in the Borrower Opinion
      Letter.




Based
      upon the foregoing and upon such investigation as we have deemed necessary,
      we
      are of the following opinion the Credit Agreement after giving effect to the
      Extension constitutes the valid and binding obligation of the Borrower
      enforceable against the Borrower in accordance with its terms except as
      enforcement may be limited or otherwise affected by (a) bankruptcy, insolvency,
      reorganization, fraudulent transfer, moratorium or other similar laws affecting
      the rights of creditors generally and (b) principles of equity, whether
      considered at law or in equity.




The
      opinion set forth above is subject to the following qualifications:




(a)  In
      addition to the application of equitable principles described above, courts
      have
      imposed an obligation on contracting parties to act reasonably and in good
      faith
      in the exercise of their contractual rights and remedies, and may also apply
      public policy considerations in limiting the right of parties seeking to obtain
      indemnification under circumstances where the conduct of such parties is
      determined to have constituted negligence.




(b)  No
      opinion is expressed herein as to (i) Section 8.05 of the Credit Agreement,
      (ii)
      the enforceability of provisions purporting to grant to a party conclusive
      rights of determination, (iii) the availability of specific performance or
      other
      equitable remedies, (iv) the enforceability of rights to indemnity under federal
      or state securities laws or (v) the enforceability of waivers by parties of
      their respective rights and remedies under law.




(c)  No
      opinion is expressed herein as to provisions, if any, in the Credit Agreement,
      which (A) purport to excuse, release or exculpate a party for liability for
      or
      indemnify a party against the consequences of its own acts, (B) purport to
      make
      void any act done in contravention thereof, (C) purport to authorize a party
      to
      make binding determinations in its sole discretion, (D) relate to the effects
      of
      laws which may be enacted in the future, (E) require waivers, consents or
      amendments to be made only in writing, (F) purport to waive rights of offset
      or
      to create rights of set off other than as provided by statute, or (G) purport
      to
      permit acceleration of indebtedness and the exercise of remedies by reason
      of
      the occurrence of an immaterial breach of the Credit Agreement or any related
      document. Further, we express no opinion as to the necessity for any Lender,
      by
      reason of such Lender’s particular circumstances, to qualify to transact
      business in the State of New York or as to any Lender’s liability for taxes in
      any jurisdiction.




The
      foregoing opinion is solely for your benefit and may not be relied upon by
      any
      other Person other than any other Person that may become a Lender under the
      Credit Agreement after the date hereof in accordance with the provisions
      thereof. This letter speaks only as of the date hereof and may not be relied
      on
      by any person with respect to any date after the date hereof. We do not
      undertake to advise you of any changes in the opinions expressed herein from
      matters that may hereafter arise or be brought to our attention.







Very
      truly yours,
















**EXHIBIT
      B**





**EXHIBIT
      F**





**FORM
      OF REQUEST FOR EXTENSION OF**


**THE
      TERMINATION DATE**








CREDIT
      AGREEMENT





*Dated
      as of March 28, 2005*


___________________________________





CAROLINA
      POWER & LIGHT COMPANY d/b/a PROGRESS ENERGY CAROLINAS, INC.


(Company)





and





THE
      BANKS
      LISTED ON THE SIGNATURE PAGES HEREOF


*(Banks)*





and





OTHER
      LENDERS FROM TIME TO TIME


PARTY
      HERETO


( *Lenders* )





and





WACHOVIA
      BANK, N.A.


*(Administrative
      Agent)*








Request
      for Extension of Termination Date








I,
      [______________], [_________________] of Progress Energy Carolinas, Inc., do
      hereby request that the Termination Date of the Credit Agreement, dated as
      of
      March 28, 2005, as amended (the “ ***Credit
      Agreement*** ”,
      the
      terms defined therein being used herein as therein defined), among Progress
      Energy Carolinas, Inc., certain Lenders from time to time parties thereto and
      Wachovia Bank, N.A., as Administrative Agent for the Lenders, be extended for
      a
      one-year period (hereinafter the “ ***Proposed
      Extension*** ”)
      pursuant to Section 2.16 of the Credit Agreement and, in connection therewith,
      hereby certify as follows:




(i)  as
      of the
      date hereof, the representations and warranties set forth in Section 4.01
      (including without limitation those regarding any required approvals of or
      notices to governmental bodies) of the Credit Agreement are and will be as
      of
      the effective date of the Proposed Extension accurate both before and after
      giving effect to the Proposed Extension; and




(ii)  as
      of the
      date hereof, no Event of Default has occurred, nor has any event occurred,
      that
      with the giving of notice or the passage of time or both, would constitute
      an
      Event of Default, in either case both before and after giving effect to the
      Proposed Extension.




Witness
      my hand this ______ day of _________, ____.




________________________


[________________]