RESTATED CHARTER

                                       OF
                         CAROLINA POWER & LIGHT COMPANY

         The undersigned  corporation,  pursuant to action by its  shareholders,
hereby  executes this Restated  Charter for the purpose of integrating  into one
document  its  Articles  of  Incorporation,  entitled  Agreement  of  Merger  of
Tidewater  Power  Company with and into  Carolina  Power & Light Company and all
amendments thereto:

         FIRST:  The name of the  corporation  is Carolina Power & Light Company
("Company").

         SECOND:  The  location  of the  principal  office of the Company in the
State of North Carolina shall be at Raleigh.

         THIRD:  The object or objects for which the Company is to exist are the
following, to wit:

                  The object or objects of the Company and in aid thereof and in
         addition  thereto the following  object or objects the  enumeration  of
         which  shall not limit or  restrict  or be held to limit or restrict in
         any manner the object or objects of the Company, namely:

                  To acquire, buy, hold, own, sell, lease, exchange, dispose of,
         finance,  deal in,  construct,  build,  equip,  improve,  use, operate,
         maintain and work upon:

                  (a)  Any  and  all  kinds  of  plants  and   systems  for  the
         manufacture, storage, utilization, supply, transmission,  distribution,
         or disposition of  electricity,  gas, water or steam, or power produced
         thereby,  or of ice  and  refrigeration,  of any  and  every  kind,  or
         telegraphs or telephones,  or for the  transmission of information,  or
         any thereof;

                  (b) Any and all kinds of street  railways  (except  railroads)
         and bus lines for the  transportation  of  passengers  and/or  freight,
         transmission  lines,  systems,  appliances,  equipment  and devices and
         tracks, stations, buildings and other structures and facilities;

                  (c) Any and all kinds of  works,  power  plants,  substations,
         systems, tracts,  machinery,  generators,  motors, lamps, poles, pipes,
         wires, cables, conduits,  apparatus,  devices, supplies and articles of
         every kind pertaining to or in anywise connected with the construction,
         operation or maintenance of street railways (except  railroads) and bus
         lines or in anywise  connected  with the  manufacture,  purchase,  use,
         transmission,  distribution,  regulation,  control  or  application  of
         electricity,  gas,  light,  heat,  refrigeration,  ice,  water,  power,
         telephones and telegraphs, or any other purposes;

                  To acquire, buy, hold, own, sell, lease, exchange, dispose of,
distribute,  deal in, use, produce, furnish and supply electricity,  gas, light,
heat,  refrigeration,  ice,  water and power and any other power or force in any
form and for any purpose whatsoever;

                  To carry on the  business  of general  brokers  and dealers in
stocks, bonds,  securities,  mortgages and other choses in action, including the
acquisition  thereof  by  original  subscription;  to make  investments  in such
property and to hold, manage, mortgage, pledge, sell, and dispose of the same in
like manner as individuals may do;

                  To  carry  on in  States  and  jurisdictions  when  and  where
permissible  by the laws of such  States  and  jurisdictions,  the  business  of
constructing and operating or aiding in the construction and operation of street
railways, telegraph and telephone companies, gas and electric companies.

                  To acquire, organize, assemble, develop, build up and operate,
constructing  and  operating  and other  organizations  and systems and to hire,
sell, lease, exchange,  turn over, deliver and dispose of such organizations and
systems  in  whole  or in  part,  and as going  organizations  and  systems  and
otherwise, and to enter into and perform contracts,  agreements and undertakings
of any kind in connection with any or all of the foregoing purposes;

                  To do a general contracting business;

                  To purchase, acquire, hold, own, develop and dispose of lands,
interests  in and rights with  respect to lands and waters and fixed and movable
property,  franchises,  concessions,  consents,  privileges  and licenses in its
opinion useful or desirable for or in connection with the foregoing purposes;

                  To underwrite, acquire by purchase, subscription or otherwise,
and to  own,  hold  for  investment  or  otherwise,  and to use,  sell,  assign,
transfer,  mortgage,  pledge, exchange or otherwise dispose of real and personal
property  of every sort and  description  and  wheresoever  situated,  including
shares  of  stock,  bonds,  debentures,  notes,  scrip,  warrants,   securities,
evidences  of  indebtedness,  contracts or  obligations  of any  corporation  or
corporations,  association or associations,  domestic or foreign, or of any firm
or individual of the United States or any state,  territory or dependency of the
United States or any foreign  country,  or any  municipality  or local authority
within or without  the United  States,  and also to issue in  exchange  therefor
stocks,  bonds or other  securities or evidences of indebtedness of the Company,
and while the owner or holder of any such  property,  to  receive,  collect  and
dispose of the  interest,  dividends  and income on or from such property and to
possess and exercise in respect thereto all of the rights, powers and privileges
of ownership, including all voting powers thereon;

                  To aid in any manner any corporation or association,  domestic
or  foreign,  or any firm or  individual,  any  shares  of stock in which or any
bonds, debentures, notes, securities,  evidences of indebtedness,  contracts, or
obligations of which are held by or for the Company,  directly or indirectly, or
in which, or in the welfare of which,  the Company shall have any interest,  and
to do any acts  designed to protect,  preserve,  improve or enhance the value of
any property at any time held or controlled by the Company or in which it may be
at any time interested,  directly or indirectly or through other corporations or
otherwise;  and to  organize  or  promote  or  facilitate  the  organization  of
subsidiary companies.


                  IN  FURTHERANCE  AND NOT IN LIMITATION  of the general  powers
conferred  by the laws of the State of North  Carolina  and of the  objects  and
purposes  hereinbefore  stated, it is hereby expressly provided that the Company
shall also have the following powers, that is to say:

                           To do any or all things set forth to the same  extent
         and as fully as natural  persons  might or could do, and in any part of
         the world, and as principal, agent, contractor or otherwise, and either
         alone or in conjunction with any other persons, firms,  associations or
         corporations;

                           To borrow money,  to issue bonds,  promissory  notes,
         bills of exchange,  debentures and other  obligations  and evidences of
         indebtedness,  whether  secured by mortgage,  pledge or  otherwise,  or
         unsecured,  for money borrowed or in payment for property  purchased or
         acquired or for any other lawful  object;  to mortgage or pledge all or
         any part of its properties, rights, interests and franchises, including
         any or all shares of stock, bonds,  debentures,  notes, scrip, warrants
         or other  obligation or evidences of  indebtedness at any time owned by
         it;

                           To  guarantee  the  payment  of  dividends  upon  any
         capital  stock and to endorse or otherwise  guarantee  the principal or
         interest,  or both,  of any bonds,  debentures,  notes,  scrip or other
         obligations  or evidences of  indebtedness,  or the  performance of any
         contract  or  obligation,  of any  other  corporation  or  association,
         domestic or foreign,  or of any firm or individual in which the Company
         may have a  lawful  interest,  in so far and to the  extent  that  such
         guaranty may be permitted by law;

                           To  purchase or  otherwise  acquire its own shares of
         stock (so far as may be permitted by law),  and its bonds,  debentures,
         notes,   scrip,   warrants  or  other   securities   or   evidences  of
         indebtedness,  and to cancel or to hold, sell,  transfer or reissue the
         same;

                           To do all and everything  necessary or convenient for
         the accomplishment of the objects herein enumerated,  and in general to
         carry on any lawful  business,  incidental,  necessary or convenient to
         any of said objects but nothing herein  contained is to be construed as
         authorizing  the Company to carry on the  business of  railroads  other
         than street  railways,  or banking or insurance or of building and loan
         associations.

                           Nothing  herein  shall be deemed to limit or  exclude
         any power,  right or privilege given to the Company by law or construed
         to give the Company any rights,  powers or privileges  not permitted by
         the laws of the State of North Carolina to corporations organized under
         the statutes of the State of North  Carolina  for the general  purposes
         for which the Company is organized.

                           The foregoing  clauses shall be construed as objects,
         purposes  and  powers  and it is  hereby  expressly  provided  that the
         foregoing  specific  enumeration shall not be held to limit or restrict
         in any manner the powers of the Company.

         FOURTH:  The total  number of the  authorized  shares of the Company is
135,300,000   shares  divided  into  300,000   shares  of  $5  Preferred   Stock
(hereinafter called "$5 Preferred Stock"), 20,000,000 shares of Serial Preferred
Stock  (hereinafter  called  "Serial  Preferred  Stock"),  5,000,000  shares  of
Preferred Stock A (hereinafter called "Preferred Stock A"), 10,000,000 shares of
Preference  Stock,  (hereinafter  called  "Preference  Stock"),  and 100,000,000
shares of Common Stock, all without nominal or par value.

         The  preferences,  limitations and relative rights of each said classes
of stock shall be as follows:

                        PREFERRED STOCKS AND COMMON STOCK

         (1)(a) The Board of Directors is  authorized  to establish and issue at
any time and from time to time (i) one or more series of Serial  Preferred Stock
which shall be of equal rank and identical in all respects except that there may
be variations  between series in the following  relative rights and preferences:
Dividend rates,  redemption  prices and the terms and conditions on which shares
may be  redeemed,  sinking fund  provisions  for the  redemption  or purchase of
shares, amounts payable upon voluntary or involuntary liquidation, and terms and
conditions  on which  shares  may  converted,  if  shares  are  issued  with the
privilege of conversion,  and bearing such series'  designations,  all as may be
fixed by the Board of Directors  and stated or expressed  in the  resolution  or
resolutions  establishing the respective series of such stock, the authority for
which is hereby expressly vested in the Board of Directors, and (ii) one or more
series of  Preferred  Stock A which shall be of equal rank and  identical in all
respects  except that there may be  variations  between  series in the following
relative rights and preferences: dividend rates, redemption prices and the terms
and conditions on which shares may be redeemed,  sinking fund provisions for the
redemption  or  purchase  of shares,  the  amounts  payable  upon  voluntary  or
involuntary  liquidation,  and  terms  and  conditions  on which  shares  may be
converted,  if shares are issued with the privilege of  conversion,  and bearing
such series'  designations,  all as may be fixed by the Board of  Directors  and
stated or expressed in the resolution or resolutions establishing the respective
series of stock, the authority for which is hereby expressly vested in the Board
of  Directors.  So long as shares of any  series of  Preferred  Stock A shall be
outstanding,  no amendment or  modification  of the terms  thereof  fixed by the
resolution or resolutions of the Board of Directors establishing any such series
shall be made  unless the  holders of record of not less than a majority  of the
number of shares of such  series  then  outstanding  shall  consent  thereto  in
writing or by voting therefor in person or by proxy at a meeting of such holders
called for such purpose.

             (b) The $5  Preferred  Stock,  the Serial  Preferred  Stock and the
Preferred  Stock A are  hereinafter  sometimes  referred to  collectively as the
"Preferred Stocks," and the Serial Preferred Stock and the Preferred Stock A are
hereinafter sometimes referred to collectively as the "Serial Stocks."

          (2)(a) The $5 Preferred Stock pari passu with the Serial Stocks  shall
be entitled,  in preference  to the  Preference  Stock and the Common Stock,  to
dividends  at the rate of $5 per share per  annum,  and the Serial  Stocks  pari
passu with the $5  Preferred  Stock  shall be  entitled,  in  preference  to the
Preference  Stock and the Common Stock,  to dividends at the rate or rates as to
each series  thereof fixed by resolution of the Board of Directors  establishing
such series of Serial Stocks, payable as the Board of Directors may from time to
time determine. Dividends on the $5 Preferred Stock shall be cumulative from and
after April 1, 1926, or in the case of $5 Preferred  Stock issued after April 1,
1926, from the date of issue of such $5 Preferred Stock unless the Company shall
have then  established  regular  dividend  periods  with  respect to its said $5
Preferred Stock, in which event the dividends shall be cumulative from the first
day of the current dividend period within which such $5 Preferred Stock shall be
issued.  Dividends  on each  series  of the  Serial  Preferred  Stock  shall  be
cumulative  from the first day of the current  dividend period within which such
stock shall be issued and dividends on each share of Preferred  Stock A shall be
cumulative  from the date on which such share shall  originally have been issued
and shall be payable quarterly on the first day of the months of January, April,
July and October.  When the stated  dividends are not paid in full on all shares
of the  Preferred  Stock  such  shares  shall  share pro rata in the  payment of
dividends  including  accumulations,  if any, in accordance  with the sums which
would be payable on such shares if all dividends,  including  accumulations,  if
any, were paid in full.

             (b) In any  distribution  of assets  other than by  dividends  from
surplus or profits,  the Preferred  Stocks shall also have a preference over the
Preference  Stock and the Common Stock,  until there shall have been paid or set
apart for payment (i) on each share of the Preferred Stocks issued prior to June
1, 1980,  One Hundred  Dollars  ($100.00),  and (ii) on each share of  Preferred
Stock issued on or after June 1, 1980,  the  liquidation  value thereof fixed by
resolution  of the Board of  Directors  establishing  such  series of  Preferred
Stock,  plus in each case the amount,  if any, by which dividends at the rate or
rates per annum  fixed for such  stock  from and after the  respective  dates on
which dividends on such stock became cumulative to the date of such distribution
exceeds  the  dividends  actually  paid  thereon or  declared  and set apart for
payment  thereon.  If, in any distribution of assets,  the assets  distributable
shall be insufficient  to permit payment to the holders of the Preferred  Stocks
of the full amounts to which they are respectively  entitled as aforesaid,  then
such assets  shall be  distributed  pro rata among the holders of the  Preferred
Stocks in proportion to the sums which would be payable on such  distribution of
assets if all such sums were paid in full.

             (c)  If  and  so  long  as  any  quarterly  dividend  on any of the
Preferred  Stocks  shall  be in  arrears,  or if any  voluntary  or  involuntary
liquidation of the Company shall have been commenced and the amount payable with
respect to any of the Preferred Stocks on such  liquidation  shall have not been
paid in full,  or if at any time the  Company  shall not have made all  payments
then or theretofore  due under the terms of the sinking fund for the purchase or
redemption  of any series of  Preferred  Stock A, the  Company  shall not pay or
declare any dividends on, or make any other distribution on, or redeem, purchase
or otherwise acquire for value (including,  without limitation,  pursuant to any
sinking fund therefor) any shares of, the Common Stock,  Preference Stock or any
other class of stock of the company ranking  subordinate to the Preferred Stocks
as to the payment of dividends or the distribution of assets.

         (3) The Preferred Stocks and the Preference Stock shall not receive any
dividends or shares in  distribution  in excess of the amounts herein  expressly
provided,  but after the payment of the dividends  and/or shares in distribution
of assets to which the Preferred Stocks and the Preference Stock,  respectively,
are entitled,  in accordance  with the provisions  herein set forth,  the Common
Stock, subject to the rights of any class of stock hereafter  authorized,  shall
receive all further dividends and shares in distribution.

         (4) Each  holder of the $5  Preferred  Stock,  Serial  Preferred  Stock
and/or  Common  Stock shall be entitled to one vote for each share of such stock
held by him.

         (5) If and when dividends  payable on any of the Preferred Stocks shall
be in default in an amount  equivalent to four full  quarterly  payments or more
per share,  and thereafter until all dividends on any of the Preferred Stocks in
default  shall  have  been  paid,  the  holders  of all of the then  outstanding
Preferred  Stocks,  voting as a class,  shall be entitled to elect the  smallest
number of  directors  necessary  to  constitute  a majority of the full Board of
Directors,  and the holders of the Common Stock,  voting as a class,  subject to
the rights of the holders of the Preference Stock, shall have the right to elect
the remaining directors of the company, anything herein or in the By-laws to the
contrary notwithstanding.  The terms of office, as directors, of all persons who
may be directors of the Company at the time shall terminate upon the election of
a majority of the Board of  Directors  by the holders of the  Preferred  Stocks,
except  that,  if the  holders of the Common  Stock  shall not have  elected the
remaining directors of the Company because of the lack of a quorum consisting of
a majority of the  outstanding  Common  Stock,  and subject to the rights of the
holders of the Preference Stock, then such remaining  directors shall be elected
by those directors whose term of office is thus terminated and who have not been
elected by the holders of the Preferred  Stocks as a class;  and, in that event,
such elected  directors  shall hold office for the interim  period  pending such
time as a quorum  shall be  present at a meeting  of  stockholders  held for the
election of directors by the Common Stockholders as a class.

         (6) If and when all  dividends  then in default on any of the Preferred
Stocks then outstanding  shall be paid (and such dividends shall be declared and
paid  out  of any  funds  legally  available  therefor  as  soon  as  reasonably
practicable),  the  holders of the  Preferred  Stocks  shall be  divested of any
special right with respect to the election of directors, and the voting power of
the holders of the  Preferred  Stocks and the holders of the Common  Stock shall
revert,  subject to the rights of the holders of the  Preference  Stock,  to the
status existing before the first dividend payment date on which dividends on any
of the Preferred  Stocks were not paid in full;  but always  subject to the same
provisions  for vesting  such  special  rights in the  holders of the  Preferred
Stocks in case of further like default or defaults in  dividends  thereon.  Upon
the  termination  of any such special  voting right,  the terms of office of all
persons  who may have  been  elected  directors  of the  Company  by vote of the
holders of the Preferred  Stocks,  as a class,  pursuant to such special  voting
right shall forthwith terminate,  and the resulting vacancies shall be filled by
the vote of a majority of the remaining directors.

         (7) In case of any vacancy in the office of a director  occurring among
the directors elected by the holders of the Preferred Stocks, voting as a class,
the  remaining  directors  elected by the holders of the  Preferred  Stocks,  by
affirmative vote of a majority  thereof or the remaining  director so elected if
there be but one,  may elect a successor  or  successors  to hold office for the
unexpired  term of the  director or  directors  whose  place or places  shall be
vacant.  Likewise in case of any  vacancy in the office of a director  occurring
among the directors not elected by the holders of the Preferred Stocks,  subject
to the provisions of subdivision (28) below, the remaining directors not elected
by the holders of the Preferred  Stocks or the Preference  Stock, by affirmative
vote of a majority thereof, or the remaining director so elected if there be but
one, may elect a successor or successors  to hold office for the unexpired  term
of the director or directors whose place or places shall be vacant.

         (8)  Whenever  the right  shall  have  accrued  to the  holders  of the
Preferred  Stocks to elect  directors,  voting as a class,  then upon request in
writing signed by any holder of Preferred Stocks entitled to vote,  delivered by
registered mail or in person to the president, a vice-president or secretary, it
shall be the duty of such  officer  forthwith to cause notice to be given to the
shareholders  entitled  to vote  of a  meeting  to be held at such  time as such
officer may fix,  not less than ten (10) nor more than sixty (60) days after the
receipt of such request, for the purpose of electing directors.  At all meetings
of stockholders  held for the purpose of electing  directors during such time as
the holders of the Preferred  Stocks shall have the special  right,  voting as a
class, to elect directors,  the presence in person or by proxy of the holders of
a majority of the  outstanding  Common  Stock shall be required to  constitute a
quorum of such class for the election of  directors,  and the presence in person
or by proxy of the holders of a majority  of the  outstanding  Preferred  Stocks
shall be  required  to  constitute  a quorum of such class for the  election  of
directors;  provided,  however,  that the  absence of a quorum of the holders of
stock of either such class shall not prevent the election at any such meeting or
adjournment thereof of directors by the other such class if the necessary quorum
of the  holders of stock of such other class is present in person or by proxy at
such meeting or any adjournment  thereof; and provided further that in the event
a quorum of the  holders  of the  Common  Stock is  present  but a quorum of the
holders  of the  Preferred  Stocks  is not  present,  then the  election  of the
directors  elected by the holders of the Common Stock shall not become effective
and the directors so elected by the holders of the Common Stock shall not assume
their  offices and duties  until the  holders of the  Preferred  Stocks,  with a
quorum  present,  shall have  elected  the  directors  they shall be entitled to
elect;  and provided  further,  however,  that in the absence of a quorum of the
holders of stock of either class,  a majority of the holders of the stock of the
class who are  present in person or by proxy  shall  have  power to adjourn  the
election of the  directors to be elected by such class from time to time without
notice other than  announcement  at the meeting  until the  requisite  number of
holders  of such  class  shall  be  present  in  person  or by  proxy,  but such
adjournment  shall  not be made to a date  beyond  the date for the  mailing  of
notice of the next  annual  meeting of the  Company  or special  meeting in lieu
thereof.

         (9) Upon the affirmative vote of a majority of the shares of the issued
and  outstanding  Common Stock at any annual  meeting or at any special  meeting
called for the purpose,  the $5  Preferred  Stock may be redeemed in whole or in
part at any time at One  Hundred  Ten  Dollars  ($110)  for each share of the $5
Preferred Stock redeemed plus the amount, if any, by which Five Dollars ($5) per
annum  upon such  shares  from the date after  which  dividends  thereon  became
cumulative to the date of redemption exceeds the dividends actually paid thereon
or  declared  and set apart for  payment  thereon  from such date to the date of
redemption.  If,  pursuant  to such vote,  less than all of the shares of the $5
Preferred Stock are to be redeemed,  the shares to be redeemed shall be selected
by lot,  in such  manner  as the  Board  of  Directors  shall  determine,  by an
independent  bank or trust  company  selected  for that  purpose by the Board of
Directors.

         (10) Upon the vote of a  majority  of the full Board of  Directors  the
Company  may redeem  any series of the Serial  Stocks in whole or in part at any
time at the redemption price or prices fixed for said series of Serial Stocks by
resolution or  resolutions of the Board of Directors  establishing  said series,
plus, as to each share or shares so redeemed,  the amount,  if any, by which the
rate of  dividends  per annum fixed for such share or shares  redeemed  from and
after  the date on which  dividends  thereon  became  cumulative  to the date of
redemption exceeds the dividends actually paid thereon or declared and set apart
for payment  thereon from such date to the date of redemption.  If,  pursuant to
such vote,  less than all of the  shares of any  series of the Serial  Preferred
Stock are to be redeemed, the shares to be redeemed shall be selected by lot, in
such manner as the Board of Directors shall determine, by an independent bank or
trust company selected for that purpose by the Board of Directors.  If, pursuant
to such vote, less than all of the shares of any series of the Preferred Stock A
are to be redeemed,  the shares to be redeemed  shall be selected pro rata or by
lot as the Board of Directors  may determine in the  resolution  or  resolutions
establishing each series of Preferred Stock A, or if not determined  therein, in
any resolution adopted thereafter.

         (11) Notice of the intention of the Company to redeem any shares of the
Preferred  Stocks shall be mailed  thirty days before the date of  redemption to
each  holder of record of the  shares to be  redeemed,  at his last  known  post
office  address as shown by the records of the  Company.  At any time after such
notice has been mailed as aforesaid  the Company may  deposit,  or may cause its
nominee to deposit,  the aggregate  redemption price (or the portion thereof not
already paid in the  redemption  of shares so to be  redeemed)  with any bank or
trust  company in the City of New York,  a member of the  Clearing  House of the
City of New York,  named in such  notice,  payable in amounts  aforesaid  to the
respective  orders of the record  holders of the  shares so to be  redeemed,  on
endorsement  and surrender of their  certificates,  and  thereupon  said holders
shall cease to be  stockholders  with  respect to said shares and from and after
the making of such  deposit  said  holders  shall have no  interest  in or claim
against the Company or its nominee  with  respect to said  shares,  but shall be
entitled  only to receive  said moneys from said bank or trust  company  without
interest. If the shares to be redeemed shall be shares of the $5 Preferred Stock
or any series of Serial  Preferred  Stock,  and if such deposit shall be made by
the nominee of the Company as  aforesaid,  such nominee  shall upon such deposit
become the owner of the shares  with  respect to which such  deposit is made and
certificates  of  stock  may be  issued  to such  nominee  in  evidence  of such
ownership.  The Company may require any shares of the $5 Preferred  Stock or any
series of Serial Preferred Stock so called for redemption to be delivered,  duly
assigned, to a nominee upon payment by such nominee to the holder of said shares
of all amounts payable on such redemption.  Any shares of the $5 Preferred Stock
or any series of Serial  Preferred Stock delivered to or acquired by the nominee
of the Company under the provisions  hereof shall be converted into or exchanged
for such other  securities of the Company and on such terms as on or before such
delivery or acquisition may have been provided by the Company in accordance with
the next three paragraphs hereof.

         (12) The  Company  from  time to time  may sell any of its own  stocks,
acquired  by it at such  price  as may be fixed by its  Board  of  Directors  or
Executive  Committee;  provided,  however,  that any  shares  of any  series  of
Preferred Stock A redeemed, purchased or otherwise acquired (including,  without
limitation,  pursuant  to the sinking  fund  therefor)  by the Company  shall be
cancelled  and shall not be  reissued  as  shares of such  series,  but shall be
restored to the status of authorized but unissued shares of Preferred Stock A.

         (13) The  Company,  subject to the  restrictions  herein set forth,  in
order to acquire funds with which to redeem any  Preferred  Stocks or Preference
Stock may issue and sell stock of any class then authorized but unissued, bonds,
notes, evidences of indebtedness, or other securities.

         (14) The Board of Directors may at any time authorize the conversion or
exchange of the whole or any particular  shares of the  outstanding $5 Preferred
Stock or the Serial  Preferred  Stock,  with the consent of the holder  thereof,
into or for stock of any other class at the time of such consent then authorized
but unissued and may fix the terms and conditions  upon which such conversion or
exchange may be made; provided that without the consent of the holders of record
of  two-thirds of the shares of Common Stock  outstanding  given at a meeting of
the  holders of the Common  Stock  called and held as provided by the By-laws or
given in writing  without a meeting,  the Board of Directors shall not authorize
the  conversion  or exchange of any $5 Preferred  Stock or any Serial  Preferred
Stock into or for Common Stock or authorize the conversion or exchange of any $5
Preferred Stock or any Serial Preferred Stock into or for Preferred Stock of any
other class,  if by such  conversion or exchange the amount which the holders of
the shares of $5 Preferred  Stock or the Serial  Preferred Stock so converted or
exchanged  would be  entitled  to  receive  either  as  dividends  or  shares in
distribution of assets in preference to the Common Stock would be increased.

         (15) No holder  of any stock of the  Company  shall be  entitled  as of
right to  purchase  or  subscribe  for any part of any  authorized  stock of the
Company  or of any  additional  stock of any class to be issued by reason of any
increase  of the  authorized  Capital  Stock  of the  Company  or of any  bonds,
certificates of indebtedness,  debentures,  or other securities convertible into
stock of the Company, but any authorized stock or any such additional authorized
issue of new stock or of  securities  convertible  into  stock may be issued and
disposed of by the Board of Directors to such persons,  firms,  corporations  or
associations  for such  consideration  and upon such terms and in such manner as
the Board of Directors may in their  discretion  determine  without offering any
thereof,  on the same terms or on any terms, to the stockholders  then of record
or to any class of stockholders.

         (16) A  consolidation,  merger or  amalgamation  of the Company with or
into any other corporation or corporations shall not be deemed a distribution of
assets of the Company within the meaning of any provision herein.

         (17) No new class of stock  shall  hereafter  be created or  authorized
which is entitled to dividends or shares in  distribution  of assets on a parity
with or in  priority  to the $5  Preferred  Stock nor shall  there be created or
authorized any securities  convertible into shares of any such stock, unless the
holders of record of not less than  two-thirds of the number of shares of the $5
Preferred Stock then  outstanding  shall consent thereto in writing or by voting
therefor  in  person or by proxy at the  meeting  of  stockholders  at which the
creation  or  authorizing  of such  new  class  of  stock  or  such  convertible
securities is considered;  and provided further that no new class of stock shall
hereafter be created or  authorized  which is entitled to dividends or shares in
distribution  of assets in  priority  to the Serial  Stocks  nor shall  there be
created or authorized any securities  convertible into shares of any such stock,
unless the holders of record of not less than two-thirds of the number of shares
then  outstanding  of each class of the Serial Stocks so affected  shall consent
thereto in writing or by voting therefor in person or by proxy at the meeting of
stockholders  at which the creation or authorizing of such new class of stock or
such  convertible  securities is considered.  Any vote creating or authorizing a
new class of stock may  provide  that all  moneys  payable by the  Company  with
respect to any class of stock thereby  authorized  shall be paid in the money of
any foreign  country  named  therein or  designated  by the Board of  Directors,
pursuant to  authority  therein  granted,  at a fixed rate of exchange  with the
money of the United  States of America  therein  stated or provided  for and all
such payments shall be made accordingly.  Any such vote may authorize any shares
of any class then  authorized  but  unissued  to be issued as shares of such new
class or classes.

         (18) So long as any shares of the Preferred Stocks are outstanding, the
Company shall not, without the consent (given by vote at a meeting held pursuant
to notice  containing a statement of such  purpose) of the holders of a majority
of the total number of shares of the Preferred  Stocks  considered as one class,
then outstanding:

                  (a) Increase the total  authorized  amount of any class of the
Preferred Stocks; or

                  (b) Merge or consolidate with or into any other corporation or
corporations,  unless such merger or consolidation, or the exchange, issuance or
assumption of all securities to be issued or assumed in connection with any such
merger or consolidation,  shall have been ord-ered, approved or permitted by the
Securities  and Exchange  Commission  under the provisions of the Public Utility
Holding Company Act of 1935 or by any successor  commission or other  regulatory
authority of the United States of America having jurisdiction over the exchange,
issuance or assumption of securities in connection  with such merger  similar to
that conferred upon the Securities and Exchange Commission by such Act; provided
that the  provisions  of this  clause (b) shall not apply to a purchase or other
acquisition by the Company of franchises or assets of another corporation in any
manner which does not involve a merger or consolidation; or

                  (c)  Issue  shares  of any of the  Preferred  Stocks or of any
other class of stock  ranking  prior to or on a parity with any of the Preferred
Stocks as to dividends or  distributions,  unless the net income of the company,
determined  after  provisions for  depreciation and all taxes, and in accordance
with generally accepted accounting  practices to be available for the payment of
dividends  for a period of twelve (12)  consecutive  calendar  months within the
fifteen  (15)  calendar  months  immediately  preceding  the  issuance,  sale or
disposition  of such  stock,  is at least  equal to twice  the  annual  dividend
requirements on all outstanding  shares of the Preferred Stocks and of all other
classes of stock  ranking  prior to, or on a parity with,  any of the  Preferred
Stocks as to dividends or  distributions,  including  the shares  proposed to be
issued,  and unless the gross income of the Company for said period,  determined
in accordance  with generally  accepted  accounting  practices (but in any event
after  deducting the amount for said period  charged by the Company on its books
to  depreciation  expense  and all  taxes) to be  available  for the  payment of
interest,  shall  have been at least one and  one-half  times the sum of (i) the
annual interest charges on all interest bearing  indebtedness of the Company and
(ii) the annual dividend requirements on all outstanding shares of the Preferred
Stocks and of all other  classes of stock  ranking prior to, or on a parity with
the  Preferred  Stocks as to dividends or  distributions,  including  the shares
proposed to be issued.  There shall be excluded from the foregoing  computation,
interest  charges on all indebtedness and dividends on all stock which are to be
retired in connection with the issue of such additional  shares of stock.  Where
such  additional  shares  of  stock  are to be  issued  in  connection  with the
acquisition of new property,  the net earnings of the property to be so acquired
may be included on a pro forma basis in the foregoing  computation,  computed on
the same basis as the net earnings of the Company; or

                  (d) Issue  shares  of the  Preferred  Stocks,  or of any other
class of stock ranking prior to or on a parity with any of the Preferred  Stocks
as to the  payment  of  dividends  or the  distribution  of  assets,  unless the
aggregate of the capital of the Company  applicable  to the Common Stock and the
surplus of the Company shall be not less than the aggregate  stated value of the
Preferred  Stocks,  and of any  other  class of stock  ranking  prior to or on a
parity with any of the  Preferred  Stocks as to the payment of  dividends or the
distribution of assets,  to be outstanding  immediately after the proposed issue
of such additional  Preferred Stocks,  excluding from the foregoing  computation
all  indebtedness and stock which are to be retired in connection with the issue
of such additional  shares of Preferred  Stocks,  or of any other class of stock
ranking  prior to or on a  parity  with any of the  Preferred  Stocks  as to the
payment of dividends or the distribution of assets,  provided that no portion of
the surplus of the Company which shall be used to meet the  requirements of this
paragraph  (d) shall,  after the issue of such  additional  shares of  Preferred
Stocks,  or of any other class of stock ranking prior to or on a parity with any
of the Preferred  Stocks as to the payment of dividends or the  distribution  of
assets,  and until such  shares or a like  number of other  shares of  Preferred
Stocks,  or of any other class of stock ranking prior to or on a parity with any
of the Preferred  Stocks as to the payment of dividends or the  distribution  of
assets,   shall  have  been  retired,   be  available  for  dividends  or  other
distribution upon the Common Stock.

         (19) So long as any  shares of  Preferred  Stocks are  outstanding  the
Company  shall not pay any  dividends  (other  than  dividends  on Common  Stock
payable by the  issuance of Common  Stock) on, or make any  distribution  on, or
redeem,  purchase or  otherwise  acquire for value,  any of its Common  Stock or
Preference Stock or other stock, if any, subordinate to such Preferred Stocks as
to the payment of  dividends  or the  distribution  of assets,  if, after giving
effect  to  any  such  payment,  distribution,  redemption,  purchase  or  other
acquisition,  the aggregate amount of such dividends,  distributions,  purchases
and acquisitions  paid or made subsequent to December 31, 1945,  exceeds (a) 50%
of the aggregate of net income available for Common Stock subsequent to December
31,  1945,  if,  at the end of the  calendar  month  immediately  preceding  the
dividend  declaration  date,  the Common  Stock Equity is less than 20% of total
capitalization,  including  surplus,  or (b) 75% of the  aggregate of net income
available for Common Stock  subsequent  to December 31, 1945,  if, at the end of
the calendar  month  immediately  preceding the dividend  declaration  date, the
Common Stock  Equity is less than 25% but at least 20% of total  capitalization,
including  surplus;  provided  that,  when the Common  Stock  equity  shall have
reached 25% of total capitalization,  including surplus, all restrictions on the
payment of dividends on the Common Stock,  or the purchase or acquisition of, or
distributions  on, the Common Stock,  shall be, so long as such ratio remains at
25% or above, eliminated;  provided further that, after once having reached such
ratio of 25%, no dividends on or  distributions,  purchases or  acquisitions  of
Common  Stock shall be paid or made,  aggregating  an amount in excess of 75% of
the current year's earnings otherwise available for Common Stock, if, after such
payment,  distribution,  purchase or acquisition,  the ratio of the Common Stock
Equity to the total capitalization, including surplus, will be less than 25% but
not less than 20%; and provided  further that, after having once reached a ratio
of 20%, no dividends on or  distributions,  purchases or  acquisitions of Common
Stock  shall be paid or made,  aggregating  an  amount  in  excess of 50% of the
current year's  earnings  otherwise  available for Common Stock,  if, after such
payment,  distribution,  purchase or acquisition,  the ratio of the Common Stock
Equity to the total capitalization, including surplus, will be less than 20%. As
used in this  paragraph  the term "Common Stock Equity" shall mean the aggregate
of (a) stated value of Common Stock of the Company (including  proceeds from the
sale of issuance  of Common  Stock  subsequent  to  December  31,  1945) and (b)
surplus.

         (20) The  consideration  received by the Company  from the issuance and
sale of any additional shares of Common Stock without nominal or par value shall
be entered in its capital  stock account and the  provisions  of this  paragraph
shall not be changed  unless the  holders of record of not less than  two-thirds
(2/3) of the number of shares of the Preferred Stocks then  outstanding,  voting
as a single  class,  and of not less than  two-thirds of the number of shares of
Common  Stock then  outstanding,  voting  separately  as a class  shall  consent
thereto in writing or by voting therefor in person or by proxy at the meeting of
stockholders at which any such change is considered.

                                PREFERENCE STOCK

         (21) The Board of Directors is authorized to issue at any time and from
time to time one or more series of Preference Stock as hereinafter provided.

         (22) To the extent that  variations in the  designations,  preferences,
limitations  and relative  rights as between series of the Preference  Stock are
not  established,  fixed and determined  herein,  authority is hereby  expressly
vested  in the  Board  of  Directors  to fix  and  determine  the  designations,
preferences, limitations and relative rights of the shares of any series of such
Preference Stock hereinafter established,  including authority to fix any one or
more of the following:

                  (a) The distinctive designations of such series and the number
           of shares which shall constitute such series;

                  (b) The rate of dividend;

                  (c) The right of redemption,  if any, and the price at and the
           terms and conditions on which the shares may be redeemed;

                  (d) The amount  payable  upon  shares in event of  involuntary
           liquidation;

                  (e) The  amount  payable  upon  shares  in event of  voluntary
           liquidation;

                  (f) Sinking fund  provisions,  if any, for the  redemption  or
           purchase of shares; and

                  (g) The terms and conditions on which shares may be converted,
           if the  shares  of any  series  are  issued  with  the  privilege  of
           conversion.

         (23) All  shares of  Preference  Stock  regardless  of series  shall be
identical with each other in all respects except as provided in subdivision (22)
above.

         (24)  The  Preference   Stock  is  subject  to  the  prior  rights  and
preferences of the Preferred  Stocks and all other classes of preferred stock of
equal rank therewith hereafter authorized.

         (25)  Subject to the prior  rights  and  preferences  of the  Preferred
Stocks,  the holders of  Preference  Stock of each  series  shall be entitled to
receive,  out of any  funds  legally  available  for the  purpose,  when  and as
declared by the Board of Directors,  cumulative  cash dividends  thereon at such
rate per annum as fixed by  resolution  of the Board of  Directors  establishing
such series.  Dividends on the Preference  Stock of each series shall be payable
quarterly on the first day of the months of January,  April, July and October in
each year or  otherwise  as the Board of Directors  may  determine  prior to the
issue thereof.  Dividends on Preference Stock of each series shall be cumulative
with respect to each share from such date, if any, as may be fixed by resolution
of the  Board of  Directors  prior to the issue  thereof  or, if no such date is
established,  from the date on which  such  shares  shall  originally  have been
issued. Accumulation of dividends shall not bear interest.

         (26) In the event of any partial or complete  liquidation,  dissolution
or winding up of the affairs of the Company,  whether  voluntary or involuntary,
before  any  distribution  shall be made to the  holders of any shares of Common
Stock, but subject to the prior rights and preferences of the Preferred  Stocks,
the Preference Stock of each series shall be entitled, pari passu with all stock
of equal rank, to receive for each share thereof,  out of any legally  available
assets of the Company, the amount or amounts fixed therefor by resolution of the
Board of Directors establishing such series, plus, in each case, an amount equal
to all cumulated  unpaid dividends  thereon,  whether or not declared or earned,
accrued to the date when  payment  of such  preferential  amounts  shall be made
available to the holders of the Preference Stock; and the Preference Stock shall
be entitled to no further participation in such distribution.

                  If, upon any such  liquidation,  dissolution  or winding up of
the affairs of the  Company,  the assets of the Company  legally  available  for
distribution  as  aforesaid  among the  holders of the  Preference  Stock of all
series and all stock of equal rank shall be  insufficient  to permit the payment
to them of the full preferential  amounts  aforesaid,  then the entire assets of
the Company so to be distributed shall be distributed  ratably among the holders
of the  Preference  Stock  of all  series  and of all  stock  of  equal  rank in
proportion  to the full  preferential  amounts  to which  they are  respectively
entitled.

                  A  consolidation  or  merger  of the  Company,  or a  sale  or
transfer of all or  substantially  all of its assets as an entirety shall not be
regarded  as a  "liquidation,  dissolution  or winding up of the  affairs of the
Company" within the meaning of this subdivision (26).

         (27) The Company may, unless otherwise  prohibited by any provisions of
the Company's Charter,  as amended, or by any resolution adopted by the Board of
Directors  providing for the issuance of any series of Preference Stock of which
there are shares then outstanding, at its option, expressed by resolution of its
Board of Directors,  at any time redeem the whole or any part of the  Preference
Stock or of any series thereof at the time  outstanding,  by the payment in cash
for each share of stock to be redeemed of the then applicable  redemption  price
or prices as shall be fixed by resolution of the Board of Directors establishing
such series,  plus,  in any such case, a sum of money  equivalent to all accrued
and cumulated unpaid  dividends,  whether or not declared or earned,  thereon to
the date fixed for redemption.

                  Notice of any  proposed  redemption  of  shares of  Preference
Stock shall be given by the Company by mailing a copy of such notice at least 30
days prior to the date fixed for such redemption to the holders of record of the
shares  of  Preference  Stock  to be  redeemed,  at their  respective  addresses
appearing  on the books of the  Company.  Said notice  shall  specify the shares
called for redemption,  the redemption price and the place at which and the date
on which the shares called for redemption will, upon  presentation and surrender
of the  certificates  of stock  evidencing  such  shares,  be  redeemed  and the
redemption price therefor paid.

                  If less  than all of the  shares of any  series of  Preference
Stock then  outstanding  are to be redeemed,  the shares to be redeemed shall be
selected by such method,  either by lot or pro rata,  as shall from time to time
be determined by resolution of the Board of Directors.

                  From and after the date  fixed in any such  notice as the date
of redemption,  unless default shall be made by the Company in providing  moneys
at the time and place specified for the payment of the redemption price pursuant
to said notice,  all dividends on the shares of Preference  Stock thereby called
for  redemption  shall cease to accrue and all rights of the holders  thereof as
stockholders  of the Company except the right to receive the  redemption  price,
but without interest, shall cease and determine;  provided, however, the Company
may,  in the  event of any such  redemption,  and prior to the  redemption  date
specified  in the  notice  thereof,  deposit  in trust,  for the  account of the
holders of the shares of Preference Stock to be redeemed, with any bank or trust
company located in the City of Raleigh, North Carolina, or the City of New York,
New York,  named in such  notice  and having a capital,  surplus  and  undivided
profits   aggregating  at  least  $5,000,000,   all  funds  necessary  for  such
redemption,  and  thereupon all shares of the  Preference  Stock with respect to
which such deposit shall have been made shall  forthwith upon the making of such
deposit  no longer be deemed to be  outstanding  and all  rights of the  holders
thereof with respect to such shares of Preference  Stock shall  thereupon  cease
and  terminate,  except the right of such  holders to receive  from the funds so
deposited the amount payable upon the redemption thereof,  but without interest,
or, if any right of  conversion  conferred  upon such  shares  shall not, by the
terms  thereof,  previously  have  expired,  to exercise the right to conversion
thereof on or before the redemption  date specified in such notice,  unless such
right of conversion by the terms  thereof  expires at an earlier time,  and then
only on or  before  such  earlier  time  for the  expiration  of such  right  of
conversion.  Any funds so set aside or deposited which,  because of the exercise
of any  right of  conversion  of  shares  called  for  redemption,  shall not be
required  for such  redemption,  shall be  released or repaid  forthwith  to the
Company.  Any funds so set aside or  deposited,  which shall be unclaimed at the
end of six years from such redemption  date,  shall be released or repaid to the
Company upon its request  expressed in a resolution  of its Board of  Directors,
and any depositary  thereof shall thereby be relieved of all  responsibility  in
respect  thereof,  after  which  release or  repayment  the holders of shares so
called  for  redemption  shall  look  only to the  Company  for  payment  of the
redemption price, but without interest. Any interest on funds so deposited which
may be allowed by any bank or trust  company  with which such  deposit  was made
shall belong to the Company.

                  If and so long as any quarterly  dividend on any series of the
Preferred Stocks or the Preference Stock shall be in arrears,  the Company shall
not redeem,  purchase or otherwise  acquire,  by way of sinking fund payments or
otherwise, any Preference Stock.

                  Whenever  there shall be  deposited  or set aside the whole or
any part of the funds  required to be deposited or set aside by the Company as a
sinking fund for any series of Preference Stock there shall be also deposited or
set aside at the same time the full amount or the same  proportionate  part,  as
the case may be, of the funds,  if any, then due to be deposited or set aside as
sinking fund for each other series of Preference Stock then outstanding.

                  All shares of Preference Stock which shall have been redeemed,
converted,  purchased or otherwise  acquired by the Company shall be retired and
cancelled  and  shall  have the  status of  authorized  but  unissued  shares of
Preference Stock.

         (28) Except as otherwise provided by law, the holders of the Preference
Stock shall not have any right to vote for the  election of directors or for any
other purpose except as set forth below.

                  In the  event  that at any time,  or from  time to time,  when
dividends  payable on any shares of  Preference  Stock shall be in default in an
amount equivalent to six quarterly dividends, or more, per share, and thereafter
until all  dividends of Preference  Stock in default  shall have been paid,  the
holders of the  Preference  Stock,  voting as a single class  separate  from the
holders of all other classes of stock, shall be entitled to elect two directors,
subject to the prior rights of the holders of the Preferred Stocks. The terms of
office, as directors, of all persons who may be directors of the Company, except
those  directors,  if any, elected by the holders of the Preferred Stocks voting
separately as a single class, shall terminate upon the election of two directors
by the  holders of the  Preference  Stock.  Subject  to the prior  rights of the
Preferred  Stocks and the  Preference  Stock,  the holders of the Common  Stock,
voting as a single class, shall have the right to elect the remaining  directors
of the  Company.  If the holders of the Common  Stock have not  exercised  their
right  to  elect  directors  of the  Company  because  of the  lack of a  quorum
consisting of a majority of the Common Stock, then the said remaining  directors
shall be elected by the directors  whose term of office is thus  terminated  and
who have not been elected by the holders of the  Preferred  Stocks;  and in that
event, such elected directors shall hold office for the interim period,  pending
such time as a quorum of the Common Stock shall be present at a meeting held for
the election of directors.

                  If and when all  dividends  then in default on the  Preference
Stock, then outstanding, shall be paid (and such dividends shall be declared and
paid  out  of any  funds  legally  available  therefor  as  soon  as  reasonably
practicable),  the  holders of the  Preference  Stock  shall be  divested of any
special right with respect to the election of directors, and the voting power of
the holders of the Preference  Stock shall revert to the status  existing before
the  first  dividend  payment  date  on  which  dividends  on any  share  of the
Preference  Stock  were  not  paid in  full;  but  always  subject  to the  same
provisions  for vesting  such  special  rights in the holders of the  Preference
Stock in case of further like default or defaults on dividends thereon. Upon the
termination of any such special voting right, the terms of office of all persons
who may have been elected directors of the Company by vote of the holders of the
Preference  Stock  as a class,  pursuant  to such  special  voting  right  shall
forthwith terminate,  and the resulting vacancies shall be filled by the vote of
a majority of the remaining directors.

                  In case of any  vacancy in the office of a director  occurring
among the directors  elected by the holders of the Preference  Stock voting as a
single  class,  separate  from the  holders of all other  classes of stock,  the
remaining  director elected by the holders of the Preference  Stock, may elect a
successor  to hold office for the  unexpired  term of the  director  whose place
shall be vacant. In the event of simultaneous  vacancies among directors elected
by the holders of the Preference Stock, an election,  pursuant to the provisions
of this subdivision (28) will be held.

         Whenever the right shall have accrued to the holders of the  Preference
Stock to elect directors, voting as a single class, separate from the holders of
all other classes of stock, then upon request in writing signed by any holder of
the Preference Stock entitled to vote, delivered by registered mail or in person
to the president,  a vice-resident or secretary of the Company,  it shall be the
duty of such officer  forthwith to cause notice to be given to the  shareholders
entitled  to vote at a meeting to be held at such time as such  officer may fix,
not less than ten (10) nor more than sixty  (60) days after the  receipt of such
request, for the purpose of electing directors.  At all meetings of shareholders
held for the  purpose of electing  directors  during such time as the holders of
the  Preference  Stock shall have the  special  right,  voting as single  class,
separate from the holders of all other classes of stock to elect directors,  the
presence in person or by proxy of the  holders of a majority of the  outstanding
Preference  Stock  shall be required  to  constitute  a quorum of such class for
election of directors,  and the presence in person or by proxy of the holders of
a  majority  of all other  classes  of stock  outstanding  at the time,  and not
entitled to such special right, shall be required to constitute a quorum of such
other classes for the election of directors.

         (29)  So  long as any  shares  of the  Preference  Stock  shall  remain
outstanding,  no  dividend  (other  than a dividend  payable in shares of Common
Stock) shall be paid or declared,  nor shall any  distribution be made on Common
Stock and no Common  Stock shall be  redeemed,  purchased,  retired or otherwise
acquired either directly or indirectly, unless:

                  (i) All dividends on the  Preference  Stock of all series then
outstanding  for all  past  quarterly  dividend  periods  and  for  the  current
quarterly  dividend period shall have been paid or declared and a sum sufficient
for the payment thereof set apart; and

                  (ii) All sinking fund  payments and all purchase fund payments
or other  obligations  of the Company for the periodic  retirement  of shares of
Preference  Stock of all series then  outstanding  required to have been made or
performed by the Company shall have been made or performed.

         (30) The  affirmative  approval of the  holders of at least  two-thirds
(2/3) of the Preference Stock at the time outstanding, voting as a class without
regard to series,  shall be required for any amendment of the Company's  Charter
altering  materially any existing  provision of the Preference  Stock or for the
creation,  or an increase in the authorized amount, of any class of stock (other
than the 300,000  authorized  shares of $5  Preferred  Stock and the  10,000,000
authorized shares of Serial Preferred Stock) ranking, as to dividends or assets,
prior to the Preference Stock, and the affirmative approval of the holders of at
least a majority of the Preference  Stock at the time  outstanding,  voting as a
class  without  regard to  series,  shall be  required  for an  increase  in the
authorized amount of the Preference Stock or for the creation, or an increase in
the authorized amount, of any class of stock ranking, as to dividends or assets,
on a parity with the Preference Stock; provided,  however, that if any amendment
of the Company's Charter shall affect adversely the rights of preferences of one
or more, but not all, of the series of Preference  Stock at the time outstanding
or shall  unequally  adversely  affect the rights or  preferences  of  different
series of Preference Stock at the time outstanding,  the affirmative approval of
the holders of at least  two-thirds  (2/3) of such shares of each such series so
adversely or unequally  adversely  affected  shall be required in lieu of or (if
such  affirmative  approval is  required by law) in addition to the  affirmative
approval of the holders of at least two-third (2/3) of the outstanding shares of
Preference Stock as a class.

         (31) No holder of Preference  Stock shall have any preemptive  right to
purchase,  subscribe for or otherwise acquire securities of the Company upon the
issuance or sale by the Company of any type of security.

         FIFTH:  The period of the duration of the Company shall be nine hundred
and ninety-nine years from April 6, 1926.

         SIXTH: The number of directors of the Company shall be fourteen.  Seven
directors shall constitute a quorum.  The names and addresses of the persons who
are currently serving as directors are:

            Name                                           Address

   Daniel D. Cameron, Sr.                      404 West Renovah Circle
                                                        Wilmington,  NC 28401

   Felton J. Capel                             1009 West New Hampshire Avenue
                                                        Southern Pines, NC 28387

   George H.V. Cecil                           436 Vanderbilt Road
                                                        Biltmore, NC 28803

   Charles W. Coker, Jr.                       Rt 5, Greenbrier Road
                                                        Hartsville, SC 29550

   Margaret T. Harper                          105 East Bay Street
                                                        Southport, NC 28461

   Shearon Harris                              2516 Wake Drive
                                                        Raleigh, NC 27608

   L. H. Harvin, Jr.                           935 Hargrove Street
                                                        Henderson, NC 27536

   Karl G. Hudson, Jr.                         2416 White Oak Road
                                                        Raleigh, NC 27609

   J. A. Jones                                 3004 Sandia Drive
                                                        Raleigh, NC 27607

   Edward G. Lilly, Jr.                        612 Scotland Street
                                                        Raleigh, NC 27609

   A.C. Monk, Jr.                              207 West Church Street
                                                        Farmville, NC 27828

   Sherwood H. Smith, Jr.                      408 Drummond Drive
                                                        Raleigh, NC 27609

   Horace L. Tilghman, Jr.                     104 Oakenwald Street
                                                        Marion, SC 29571

   John F. Watlington, Jr.                     2020 Virginia Road
                                                        Winston-Salem, NC 27104

         SEVENTH:  The  officers of the Company  shall be as  prescribed  by its
Board of Directors and set forth in the Company's By-laws.

         EIGHTH:  All  corporate  powers  shall  be  exercised  by the  Board of
Directors except as a otherwise provided by statute or by this Restated Charter.

         NINTH: An Executive Committee may be appointed by and from the Board of
Directors in such manner and subject to such  regulations  as may be provided in
the by-laws, which committee shall have and may exercise,  when the Board is not
in  session,  all the  powers of said  Board  which may be  lawfully  delegated,
subject to such  limitations as may be provided in the by-laws or by resolutions
of the Board.

         TENTH:  A director  of the  Company  shall not be  disqualified  by his
office  from  dealing  or  contracting  with the  Company  either  as a  vendor,
purchaser or otherwise,  nor shall any transaction or contract of the Company be
void or  voidable  by reason of the fact that any  director or any firm of which
any  director  is a  member  or any  corporation  of  which  any  director  is a
shareholder  or  director,  is in  anyway  interested  in  such  transaction  or
contract,  provided that such transaction or contract is or shall be authorized,
ratified or approved either (1) by a vote of a majority of a quorum of the Board
of Directors or of the Executive  Committee without counting in such majority or
quorum  any  director  so  interested  or  member of a firm so  interested  or a
shareholder or director of a corporation  so  interested,  or (2) by vote at any
stockholders'  meeting  of the  holders  of  record  of a  majority  of all  the
outstanding  shares of stock of the  Company  entitled  to vote or by writing or
writings signed by a majority of such holders;  nor shall any director be liable
to account to the Company  for any  profits  realized by and from or through any
such transaction, or contract of the Company authorized, ratified or approved as
aforesaid  by  reason of the fact that he or any firm of which he is a member or
any corporation of which he is a shareholder or director, was interested in such
transaction or contract.  Nothing herein contained shall create any liability in
the  events  above  described  or prevent  the  authorization,  ratification  or
approval of such contracts in any other manner provided by law.

         ELEVENTH: The directors shall hold office after the expiration of their
terms until their successors are elected and have qualified.  An increase in the
Board of  Directors  shall be deemed to create  vacancies  in the  Board,  to be
filled in the manner provided by the by-laws.  Each director,  so long as and if
required by law to be a stockholder of the Company but not otherwise, shall hold
at least one share of stock in the Company.  The Board of  Directors  shall have
power  to hold  their  meetings,  to have one or more  offices,  and to keep the
corporate  books (except such books as are required by law to be kept within the
State of North  Carolina)  outside of the State of North Carolina at such places
as may from time to time be designated by them.

         The Board of Directors  shall have power to  authorize  and cause to be
executed  mortgages  or deeds of trust  which shall cover and create a lien upon
all  or  any  part  of the  property  of the  Company  of  whatsoever  kind  and
wheresoever situated,  whether then owned or thereafter acquired, and to provide
in any  such  mortgage  or deed of  trust  that  the  amount  of  bonds or other
evidences of  indebtedness  to be issued  thereunder  and to be secured  thereby
shall be limited to a definite amount or limited only by the conditions  therein
specified.

         The Board of  Directors  shall  have power from time to time to fix and
determine and to vary the amount to be reserved as a working capital,  to direct
and determine the use and disposition of the working  capital,  and to determine
the date or dates for the declaration and payment of dividends.

         Any and all of the directors  may at any time be removed  without cause
assigned by the vote of the holders of a majority of the total  number of shares
of the Company then issued and outstanding  and entitled to vote thereon,  given
at a meeting called for the purpose of considering such action.

         TWELFTH:  The Board of  Directors  shall have power and power is hereby
conferred upon them from time to time to adopt, amend, add to and repeal by-laws
for the Company and any by-laws so made or any provision  thereof may be altered
or repealed  by vote of the holders of a majority of the total  number of shares
of the Company then issued and  outstanding  and entitled to vote thereon at any
annual meeting or at any special meeting of stockholders  called for the purpose
of considering such action.

         THIRTEENTH:  Stockholders  shall have no rights  except as conferred by
statute or by the by-laws to inspect any book, paper or account of the Company.

         FOURTEENTH:  Upon  the  written  consent  or vote of the  holders  of a
majority  in  aggregate  number  of the  shares  of  stock of the  Company  then
outstanding  and  entitled  to vote,  (1)  every  statute  of the State of North
Carolina (a) increasing, diminishing, or in any way affecting the rights, powers
or privileges of stockholders  of companies  organized under the general laws of
said State,  or (b) giving effect to the action taken by any part less than all,
of the  stockholders of any such company,  shall be binding upon the Company and
every stockholder and/or (2) amendments to the charter of the Company authorized
at the time of the making of such  amendments  by the laws of the State of North
Carolina may be made. No such written consent or vote shall decrease the amounts
which the holders of outstanding  $5 Preferred  Stock are entitled to receive as
dividends  or in  distribution  of assets in  preference  to the  holders of the
Common  Stock or  decrease  the  price at which  the $5  Preferred  Stock may be
redeemed,  all as set forth in Article Fourth  hereof,  unless the holders of at
least 90% of the then  outstanding  $5 Preferred  Stock consent in writing to or
vote for such  decrease;  nor shall any such written  consent or vote (a) reduce
the percentage of the shares of outstanding $5 Preferred  Stock required to take
any action for which the  consent of a  particular  percentage  of the shares of
outstanding $5 Preferred Stock is provided in Article Fourth hereof, or (b) make
any other amendment, alteration, change or repeal of the express terms of the $5
Preferred Stock then  outstanding in a manner  substantially  prejudicial to the
holders  thereof unless the holders of record of not less than two-thirds of the
number  of shares of the $5  Preferred  Stock  then  outstanding  shall  consent
thereto in writing or by voting therefor in person or by proxy at the meeting at
which said vote is cast.

         FIFTEENTH: This Restated Charter was adopted by the shareholders of the
corporation  on the 21st day of May,  1980 in the manner  prescribed  by law for
adopting  a charter  amendment;  and it  supersedes  the  original  Articles  of
Incorporation and all amendments thereto.

         The number of shares of the corporation outstanding at the time of such
adoption was  51,684,509;  and the number of shares entitled to vote thereon was
48,504,509.

         The number of shares voted for such  adoption was  37,053,564;  and the
number of shares voted against such adoption was 522,776.

         Such  adoption  does not give rise to  dissenter's  rights nor to class
voting rights for the reason that the only effect of this Restated Charter is to
set forth  without  change  the  corresponding  provisions  of the  Articles  of
Incorporation as heretofore amended.

         IN WITNESS  WHEREOF,  this  statement is executed by the  President and
Secretary of the corporation this 22nd day of May, 1980.

                                                  CAROLINA POWER & LIGHT COMPANY

                                                  By Sherwood H. Smith, Jr.
                                                  President

                                                  By J. L. Lancaster, Jr.
                                                  Secretary
STATE OF NORTH CAROLINA    )
COUNTY OF WAKE             )

         I, Marsha H. Manning, a notary public, hereby certify that on this 22nd
day of May, 1980, personally appeared before me Sherwood H. Smith, Jr. and J. L.
Lancaster,  Jr.,  each of whom being by me first duly  sworn,  declared  that he
signed the foregoing documents in the capacity indicated, that he was authorized
so to sign,  and that the  statements  therein  contained are true. 

                              By Marsha H. Manning
                                 Notary Public

My commission expires:  June 28, 1982




<PAGE>


                                                                       EXHIBIT A

                         CAROLINA POWER & LIGHT COMPANY


                              Excerpts from Minutes
                      Board of Directors - December 8, 1954

         RESOLVED that the Board of Directors of Carolina  Power & Light Company
does hereby  create and  establish  an initial  series of the  Company's  Serial
Preferred  Stock  and  does  hereby  fix the  designation,  dividend  rate,  and
redemption prices of said series as follows:

                  (1) the  designation  of said initial  series of the Company's
Serial Preferred Stock shall by "Serial Preferred Stock, $4.20 Series";

                  (2) the dividend rate of said initial  series of the Company's
Serial Preferred Stock shall be $4.20 per share per annum;

                  (3) the  redemption  prices  of  said  initial  series  of the
Company's  Serial Preferred Stock shall be: for the period from January 12, 1955
to and  including  January  12,  1960,  $104.25  per  share;  thereafter  to and
including  January 12,  1965,  $103.25 per share;  thereafter  to and  including
January 12, 1970,  $102.50 per share; and thereafter $102.00 per share; plus, in
each case,  as to each share  redeemed,  the amount,  if any, by which $4.20 per
annum upon such share from and after the date upon which dividends thereon shall
become cumulative to the date of redemption  exceeds the dividends actually paid
thereon or declared or set apart for payment  thereon from such date to the date
of redemption,

said initial series of the Company's  Serial  Preferred  Stock otherwise to have
the  preferences,  voting powers,  restrictions,  and  qualifications  which are
applicable to all shares of the Company's Serial  Preferred Stock,  irrespective
of series,  as set forth in the  Agreement of Merger of Tide Water Power Company
with and into  Carolina  Power & Light  Company,  dated  December 12,  1951,  as
amended; and further

         RESOLVED that the calendar quarters of each year are hereby established
as the regular dividend periods for the Serial Preferred Stock, $4.20 Series, of
the Company; and further....



<PAGE>


                                                                       EXHIBIT B

                         CAROLINA POWER & LIGHT COMPANY


                              Excerpts from Minutes
                      Board of Directors - January 17, 1967

         RESOLVED, that the Board of Directors of Carolina Power & Light Company
does hereby  create and  establish and authorize the issuance of a new series of
the  Company's  Serial  Preferred  Stock and does  hereby  fix the  designation,
dividend rate, and redemption prices of said series as follows:

                  (1) the designation of said new series of the Company's Serial
         Preferred Stock shall be "Serial Preferred Stock, $5.44 Series";

                  (2) the  Serial  Preferred  Stock,  $5.44  Series,  is  hereby
         authorized to be issued in the amount of 250,000 shares;

                  (3) the dividend  rate of the Serial  Preferred  Stock,  $5.44
         Series shall be $5.44 per share per annum;

                  (4) the redemption prices of the Serial Preferred Stock, $5.44
         Series shall be: for the period from January 24, 1967, to and including
         January 24, 1974, $112 per share;  thereafter to and including  January
         24, 1977, $105 per share; thereafter to and including January 24, 1982,
         $103 per share;  and thereafter $101 per share;  plus, in each case, as
         to each share  redeemed,  the amount,  if any, by which $5.44 per annum
         upon such share from and after the date upon  which  dividends  thereon
         shall become cumulative to the date of redemption exceeds the dividends
         actually paid thereon or declared or set apart for payment thereon from
         such date to the date of redemption, said Serial Preferred Stock, $5.44
         Series, otherwise to have the preferences, voting powers, restrictions,
         and qualifications  which are applicable to all shares of the Company's
         Serial  Preferred  Stock,  irrespective of series,  as set forth in the
         Agreement of Merger of Tide Water Power  Company with and into Carolina
         Power & Light Company, dated December 12, 1951, as amended; and further

         RESOLVED,  that regular dividend periods for the Serial Preferred Stock
$5.44 Series,  are hereby  established as the period commencing January 24, 1967
to and  including  March  31,  1967  and  thereafter  as the  quarterly  periods
commencing April 1, July 1, October 1, and January 1 of each year.



<PAGE>


                                                                       EXHIBIT C

                      STATEMENT OF CLASSIFICATION OF SHARES
                                       OF
                         CAROLINA POWER & LIGHT COMPANY

         The   undersigned   corporation   hereby  executes  this  Statement  of
Classification of Shares pursuant to Section 55-42 of the North Carolina General
Statutes  relating to the  preferences,  limitations  and  relative  rights of a
series of a class of its shares:

         1. The name of the Corporation is CAROLINA POWER & LIGHT COMPANY.

         2. The  Certificate  of  Amendment  to the  Charter of the  corporation
adopted at a regular meeting of the shareholders duly convened and held on March
11, 1953,  contained a resolution  amending the Charter,  which  resolution,  in
part, relates to the fixing of the preferences,  limitations and relative rights
of the shares of Serial Preferred Stock of the corporation, and which authorizes
the Board of  Directors  to issue one or more series of Serial  Preferred  Stock
with such dividend rates,  redemption  prices and series  designations as may be
fixed by resolution of the Board of Directors, which Certificate of Amendment is
on file in the Office of the  Secretary of State of North  Carolina,  and is set
out below:

                  "The   preferences,    voting   powers,   restrictions,    and
         qualifications of each of said classes of stock shall be as follows:

                  "The  term  `Serial  Preferred  Stock'  as used  herein  means
         Preferred Stock of any series of the 200,000 shares  authorized by this
         Article  Fourth.  The Board of Directors is  authorized to issue at any
         time and from time to time one or more series of Serial Preferred Stock
         with such dividend rates and redemption  prices and bearing such series
         designations  as may be fixed by the Board of Directors  and stated and
         expressed in the resolution or resolutions  establishing the respective
         series of such  stock,  the  authority  for  which is hereby  expressly
         vested in the Board of Directors."

The number of  authorized  shares of Serial  Preferred  Stock was  increased  to
1,000,000 by Articles of Amendment to the Charter  adopted at a regular  meeting
of the  shareholders in May 1969, which Articles of Amendment are on file in the
Office of the Secretary of State of North Carolina.

         3. On May 4,  1970,  the Board of  Directors  of the  corporation  duly
adopted resolutions authorizing the issuance and sale of 300,000 shares of a new
series of Serial  Preferred  Stock,  without  par value,  designated  as "Serial
Preferred  Stock,  $9.10 Series"  bearing a dividend rate of $9.10 per share per
annum; and with the following  redemption prices:  $112 per share for the period
May 12, 1970 through May 12,  1977;  $105 per share  thereafter  through May 12,
1980;  $103 per  share  thereafter  through  May 12,  1985;  and $101 per  share
thereafter.  A copy of the resolutions creating and authorizing the issuance and
sale of the $9.10 Series and the Company's  Serial  Preferred  Stock is attached
hereto and incorporated fully herein by reference.

         IN WITNESS  WHEREOF,  this  statement is signed by the  executive  vice
president and secretary of the corporation this 7th day of May, 1970.


                                                  CAROLINA POWER & LIGHT COMPANY

                                                  By W. Reid Thompson
                                                  Executive Vice President




ATTEST:


By R. S. Mallison
         Secretary



<PAGE>


                                                                       EXHIBIT D

                      STATEMENT OF CLASSIFICATION OF SHARES
                                       OF
                         CAROLINA POWER & LIGHT COMPANY

         The   undersigned   corporation   hereby  executes  this  Statement  of
Classification of Shares pursuant to Section 55-42 of the North Carolina General
Statutes  relating to the  preferences,  limitations  and  relative  rights of a
series of a class of its shares:

         1. The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

         2. The  Certificate  of  Amendment  to the  Charter of the  corporation
adopted at a regular meeting of the shareholders duly convened and held on March
11, 1953,  contained a resolution  amending the Charter,  which  resolution,  in
part, relates to the fixing of the preferences,  limitations and relative rights
of the shares of Serial Preferred Stock of the corporation, and which authorizes
the Board of  Directors  to issue one or more series of Serial  Preferred  Stock
with such dividend rates,  redemption  prices and series  designations as may be
fixed by resolution of the Board of Directors, which Certificate of Amendment is
on file in the Office of the  Secretary of State of North  Carolina,  and is set
out below:

                  "The    preferences,    voting   powers,    restrictions   and
         qualifications of each of said classes of stock shall be as follows:

                  "The  term  `Serial  Preferred  Stock'  as used  herein  means
         Preferred Stock of any series of the 200,000 shares  authorized by this
         Article  Fourth.  The Board of Directors is  authorized to issue at any
         time and from time to time one or more series of Serial Preferred Stock
         with such dividend rates and redemption  prices and bearing such series
         designations  as may be fixed by the Board of Directors  and stated and
         expressed in the resolution or resolutions  establishing the respective
         series of such  stock,  the  authority  for  which is hereby  expressly
         vested in the Board of Directors."

The number of  authorized  shares of Serial  Preferred  Stock was  increased  to
1,000,000 by Articles of Amendment to the Charter  adopted at a regular  meeting
of the  shareholders in May 1969, which Articles of Amendment are on file in the
Office of the Secretary of State of North Carolina.

         3. On January 6, 1971, the Board of Directors of the  corporation  duly
adopted resolutions authorizing the issuance and sale of 350,000 shares of a new
series of Serial  Preferred  Stock,  without  par value,  designated  as "Serial
Preferred  Stock,  $7.95 Series"  bearing a dividend rate of $7.95 per share per
annum; and with the following redemption prices: for the period from January 14,
1971,  to and  including  January 14, 1976,  $115 per share;  thereafter  to and
including January 14, 1979, $110 per share;  thereafter to and including January
14, 1982, $107 per share; thereafter to and including January 14, 1985, $104 per
share;  and thereafter  $101 per share. A copy of the  resolutions  creating and
authorizing  the issuance and sale of the $7.95 Series of the  Company's  Serial
Preferred Stock is attached hereto and incorporated fully herein by reference.


         IN WITNESS WHEREOF, this statement is signed by a vice president and an
assistant secretary of the corporation this 13th day of January, 1971.


                                                  CAROLINA POWER & LIGHT COMPANY

                                                  By Charles F. Rouse
                                                  Vice President



ATTEST:

By J. L. Lancaster, Jr.
    Assistant Secretary


(Corporate Seal)



<PAGE>


                                                                       EXHIBIT E

                       STATEMENT OF CLASSIFICATION SHARES
                                       OF
                         CAROLINA POWER & LIGHT COMPANY

         The   undersigned   corporation   hereby  executes  this  Statement  of
Classification of Shares pursuant to Section 55-42 of the North Carolina General
Statutes  relating to the  preferences,  limitations  and  relative  rights of a
series of a class of its shares:

         1. The name of the Corporation is CAROLINA POWER & LIGHT COMPANY.

         2. The  Certificate  of  Amendment  to the  Charter of the  corporation
adopted at a regular meeting of the  shareholders  duly convened and held on May
19, 1971,  contained a resolution  amending the Charter,  which  resolution,  in
part, relates to the fixing of the preferences,  limitations and relative rights
of the shares of Serial Preferred Stock of the corporation, and which authorizes
the Board of  Directors  to issue one or more series of Serial  Preferred  Stock
with such dividend rates,  redemption  prices and series  designations as may be
fixed by resolution of the Board of Directors, which Certificate of Amendment is
on file in the office of the  Secretary of State of North  Carolina,  and is set
out below:

                  (1) The term  "Serial  Preferred  Stock" as used herein  means
         Preferred  Stock of any series of the  5,000,000  shares  authorized by
         this Article Fourth.  The $5 Preferred  Stock and the Serial  Preferred
         Stock  are  hereinafter  sometimes  referred  to  collectively  as  the
         "Preferred  Stocks." The Board of Directors is  authorized  to issue at
         any time and from time to time one or more  series of Serial  Preferred
         Stock with such dividends rates and redemption  prices and bearing such
         series  designations  as may be fixed by the  Board  of  Directors  and
         stated and expressed in the resolution or resolutions  establishing the
         respective  series of such  stock,  the  authority  for which is hereby
         expressly vested in the Board of Directors.

         3. On September 6, 1972, the Board of Directors of the corporation duly
adopted  resolutions  authorizing  the issuance and sale of $500,000 shares of a
new series of Serial Preferred Stock,  without par value,  designated as "Serial
Preferred  Stock,  $7.72 Series"  bearing a dividend rate of $7.72 per share per
annum; and with the following  redemption  prices: for the period from September
14, 1972, to and including September 14, 1977, $115 per share; thereafter to and
including  September  14,  1980,  $110 per share;  thereafter  to and  including
September 14, 1983,  $107 per share;  thereafter to and including  September 14,
1986,  $104 per share;  and thereafter $101 per share. A copy of the resolutions
creating  and  authorizing  the  issuance  and sale of the  $7.72  Series of the
Company's  Serial  Preferred  Stock is attached  hereto and  incorporated  fully
herein by reference.



<PAGE>


         IN WITNESS WHEREOF, this statement is signed by a Senior Vice President
and the Secretary of the corporation this 7th day of September, 1972.



                                                  CAROLINA POWER & LIGHT COMPANY

                                                  By Sherwood H. Smith, Jr.
                                                  Senior Vice President


Attest:

By J. L. Lancaster, Jr.
         Secretary

(Corporate Seal)



<PAGE>


                                                                       EXHIBIT F

                      STATEMENT OF CLASSIFICATION OF SHARES
                                       OF
                         CAROLINA POWER & LIGHT COMPANY

         The   undersigned   corporation   hereby  executes  this  Statement  of
Classification of Shares pursuant to Section 55-42 of the North Carolina General
Statutes  relating to the relative  rights and  preferences of a series within a
class of its shares:

         1. The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

         2. The  Certificate  of  Amendment  to the  Charter of the  corporation
adopted  at a special  meeting of the  shareholders  duly  convened  and held on
October 23, 1973, contained a resolution amending the Charter, which resolution,
in part,  relates to the fixing of the  relative  rights  and  preferences  of a
series of Preferred Stock A of the  corporation,  and which authorizes the Board
of  Directors to  establish  and issue one or more series of  Preferred  Stock A
which shall be of equal rank and identical in all respects except that there may
be variations  between series in the following  relative rights and preferences:
dividend rates,  redemption prices, and the terms and conditions on which shares
may be  redeemed,  sinking fund  provisions  for the  redemption  or purchase of
shares, and terms and conditions on which shares may be converted, if shares are
issued with the privilege of conversion,  and bearing such series' designations,
all as may be fixed by the Board of  Directors  and stated or  expressed  in the
resolution or  resolutions  establishing  the  respective  series of such stock,
which  Certificate  of  Amendment  is on file in the office of the  Secretary of
State of North Carolina, and is set out in part below:

                  (1) (a) The Board of Directors is  authorized to establish and
         issue  at any time and  from  time to time  (i) one or more  series  of
         Serial  Preferred Stock with such dividend rates and redemption  prices
         and bearing  such series  designations  as may be fixed by the Board of
         Directors  and stated and expressed in the  resolution  or  resolutions
         establishing  the  respective  series of such stock,  the authority for
         which is hereby expressly vested in the Board of Directors and (ii) one
         or more  series of  Preferred  Stock A which shall be of equal rank and
         identical in all respects  except that there may be variations  between
         series in the  following  relative  rights  and  preferences:  dividend
         rates,  redemption  prices and the terms and conditions on which shares
         may be redeemed, sinking fund provisions for the redemption or purchase
         of shares,  and terms and  conditions on which shares may be converted,
         if shares are issued with the privilege of conversion, and bearing such
         series' designations, all as may be fixed by the Board of Directors and
         stated or  expressed in the  resolutions  establishing  the  respective
         series of such  stock,  the  authority  for  which is hereby  expressly
         vested in the Board of  Directors.  So long as shares of any  series of
         Preferred Stock A shall be outstanding, no amendment or modification of
         the terms thereof fixed by the  resolution or  resolutions of the Board
         of  Directors  establishing  any such  series  shall be made unless the
         holders of record of not less than a  majority  of the number of shares
         of such series then outstanding  shall consent thereto in writing or by
         voting  therefor in person or by proxy at a meeting of such holders for
         such purpose.

         3. On September 19, 1973,  subject to the adoption by the  shareholders
of the Amendment to the Charter of the corporation  authorizing a class of stock
designated   Preferred   Stock  A  which  Amendment  was  duly  adopted  by  the
shareholders on October 23, 1973, the Board of Directors of the corporation duly
adopted  resolutions  authorizing  the  issuance  and sale of  500,000  share of
Preferred  Stock A, $7.45  Series,  with a dividend  rate of $7.45 per share per
annum;  a mandatory  sinking fund  commencing  in 1984 designed to redeem 20,000
shares annually at a redemption price of $100 per share; a noncumulative  option
in the corporation to redeem not less than an additional  20,000 shares annually
at a redemption price of $100 per share up to a maximum of 120,000 shares in the
aggregate  without  premium;  and  redeemable at any time at prices ranging from
$115 per share to $101 per share,  subject to certain  limitations on refundings
prior to September 2, 1980.

         The above  description  is qualified  by  reference to the  resolutions
creating and  authorizing the issuance of the  corporation's  Preferred Stock A,
$7.45 Series, which are attached hereto and incorporated herein by reference.

         IN WITNESS WHEREOF, this statement is signed by a Senior Vice President
and an Assistant Secretary of the corporation this 23rd day of October, 1973.


                                                  CAROLINA POWER & LIGHT COMPANY

                                                  By Edward G. Lilly, Jr.
                                                  Senior Vice President


ATTEST:

By Robert M. Williams
     Assistant Secretary

(Corporate Seal)

<PAGE>

                                                                       EXHIBIT G
                      STATEMENT OF CLASSIFICATION OF SHARES
                                       OF
                         CAROLINA POWER & LIGHT COMPANY


         The   undersigned   corporation   hereby  executes  this  Statement  of
Classification of Shares pursuant to Section 55-42 of the North Carolina General
Statutes  relating to the relative  rights and  preferences of a series within a
class of its shares:

         1. The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

         2. The  Certificate  of  Amendment  to the  Charter of the  corporation
adopted  at a special  meeting of the  shareholders  duly  convened  and held on
October 23, 1973, contained a resolution amending the Charter, which resolution,
in part,  relates to the fixing of the  relative  rights  and  preferences  of a
series of Serial  Preferred Stock of the  corporation,  and which authorizes the
Board of Directors to establish and issue one or more series of Serial Preferred
Stock with such  dividend  rates and  redemption  prices and bearing such series
designations  as may be fixed by the Board of Directors and stated and expressed
in the resolution or  resolutions  establishing  the  respective  series of such
stock,  which Certificate of Amendment is on file in the office of the Secretary
of State of North Carolina, and is set out in part below:

                  (l) (a) The Board of Directors is  authorized to establish and
         issue  at any time and  from  time to time  (i) one or more  series  of
         Serial  Preferred Stock with such dividend rates and redemption  prices
         and bearing  such series  designations  as may be fixed by the Board of
         Directors  and stated and expressed in the  resolution  or  resolutions
         establishing  the  respective  series of such stock,  the authority for
         which is hereby expressly vested in the Board of Directors and (ii) one
         or more  series of  Preferred  Stock A which shall be of equal rank and
         identical in all respects  except that there may be variations  between
         series in the  following  relative  rights  and  preferences:  dividend
         rates,  redemption  prices and the terms and conditions on which shares
         may be redeemed, sinking fund provisions for the redemption or purchase
         of shares,  and terms and  conditions on which shares may be converted,
         if shares are issued with the privilege of conversion, and bearing such
         series' designations, all as may be fixed by the Board of Directors and
         stated or  expressed in the  resolutions  establishing  the  respective
         series of such  stock,  the  authority  for  which is hereby  expressly
         vested in the Board of  Directors.  So long as shares of any  series of
         Preferred Stock A shall be outstanding, no amendment or modification of
         the terms thereof fixed by the  resolution or  resolutions of the Board
         of  Directors  establishing  any such  series  shall be made unless the
         holders of record of not less than a  majority  of the number of shares
         of such series then outstanding  shall consent thereto in writing or by
         voting  therefor in person or by proxy at a meeting of such holders for
         such purpose.


         3. On February 20, 1974, the Board of Directors of the corporation duly
adopted resolutions authorizing the issuance and sale of 650,000 shares of a new
series of Serial  Preferred Stock designated as "Serial  Preferred Stock,  $8.48
Series"  bearing a  dividend  rate of $8.48 per  share per  annum;  and with the
following  redemption  prices:  for the period from  February 28,  1974,  to and
including  February  28,  1979,  $115 per  share;  thereafter  to and  including
February 28, 1982,  $108 per share;  thereafter  to and  including  February 28,
1985,  $105 per share;  thereafter to and including  February 28, 1988, $103 per
share;  and thereafter  $101 per share. A copy of the  resolutions  creating and
authorizing  the issuance and sale of the $8.48 Series of the  Company's  Serial
Preferred Stock is attached hereto and incorporated fully herein by reference.

         IN WITNESS WHEREOF, this statement is signed by a Senior Vice President
and the Secretary of the corporation this 22nd day of February, 1974.

                                                  CAROLINA POWER & LIGHT COMPANY

                                                  By Sherwood H. Smith, Jr.
                                                  Senior Vice President

ATTEST:

By J. L. Lancaster, Jr.
       Secretary

(Corporate Seal)


<PAGE>

                                                                       EXHIBIT H


                      STATEMENT OF CLASSIFICATION OF SHARES
                                       OF
                         CAROLINA POWER & LIGHT COMPANY


         The   undersigned   Company   hereby   executes   this   Statement   of
Classification of Shares pursuant to Section 55-42 of the North Carolina General
Statutes  relating to the  preferences,  limitations  and  relative  rights of a
series of a class of its shares:

         1. The name of the Company is CAROLINA POWER & LIGHT COMPANY.

         2. The  Certificate of Amendment to the Charter of the Company  adopted
at a regular meeting of the shareholders duly convened and held on May 19, 1971,
contained a resolution amending the Charter, which resolution,  in part, relates
to the fixing of the preferences,  limitations and relative rights of the shares
of Preference Stock of the Company,  and which authorizes the Board of Directors
to issue one or more  series of  Preference  Stock  with  such  dividend  rates,
redemption  prices and series  designations as may be fixed by resolution of the
Board of Directors,  which  Certificate of Amendment is on file in the office of
the Secretary of State of North Carolina, and is set out below:

                                PREFERENCE STOCK

         (22) The Board of Directors is authorized to issue at any time and from
time to time one or more series of Preference Stock as hereinafter provided.

         (23) To the extent that  variations in the  designations,  preferences,
limitations  and relative  rights as between series of the Preference  Stock are
not  established,  fixed and determined  herein,  authority is hereby  expressly
vested  in the  Board  of  Directors  to fix  and  determine  the  designations,
preferences, limitations and relative rights of the shares of any series of such
Preference Stock hereinafter established,  including authority to fix any one or
more of the following:

               (a) The distinctive designations of such series and the number of
          shares which shall constitute such series;

               (b) The rate of dividend;

               (c) The  right of  redemption,  if any,  and the price at and the
          terms and conditions on which the shares may be redeemed;

               (d) The  amount  payable  upon  shares  in event  of  involuntary
          liquidation;

               (e)  The  amount  payable  upon  shares  in  event  of  voluntary
          liquidation;

               (f)  Sinking  fund  provisions,  if any,  for the  redemption  or
          purchase of shares; and

               (g) The terms and conditions on which shares may be converted, if
          the shares of any series are issued with the privilege of conversion.

         3. On March 12, 1975, the Executive Committee of the Board of Directors
of the Company duly  adopted  resolutions  authorizing  the issuance and sale of
2,000,000  shares  of the A Series  of  Preference  Stock,  without  par  value,
designated  as "$2.675  Preference  Stock,  Series A" bearing a dividend rate of
$2.675 per share per annum; and with the following  redemption  prices:  For the
period from March 20, 1975, to and including  March 31, 1980,  $27.68 per share;
thereafter to and including March 31, 1985, $26.50 per share;  thereafter to and
including March 31, 1990,  $25.75 per share; and thereafter  $25.25 per share. A
copy of the resolutions  creating and authorizing the issuance and sale of the A
Series of the Company's  Preference  Stock is attached  hereto and  incorporated
fully herein by reference.

         IN WITNESS  WHEREOF,  this  statement is signed by a Vice President and
the Secretary of the Company this 13th day of March, 1975.


                                                  CAROLINA POWER & LIGHT COMPANY

                                                  By William E. Graham, Jr.
                                                  Vice President

ATTEST:

By J. L. Lancaster, Jr.
        Secretary

(Corporate Seal)


<PAGE>


                                                                       EXHIBIT I

                     STATEMENT OF CLASSIFICATIONS OF SHARES
                                       OF
                         CAROLINA POWER & LIGHT COMPANY

         The   undersigned   corporation   hereby  executes  this  Statement  of
Classification of Shares pursuant to Section 55-42 of the North Carolina General
Statutes  relating to the relative  rights and  preferences of a series within a
class of its shares:

         1. The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

         2. The  Certificate  of  Amendment  to the  Charter of the  corporation
adopted  at a special  meeting of the  shareholders  duly  convened  and held on
October 23, 1973, contained a resolution amending the Charter, which resolution,
in part,  relates to the fixing of the  relative  rights  and  preferences  of a
series of Preferred Stock A of the  corporation,  and which authorizes the Board
of  Directors to  establish  and issue one or more series of  Preferred  Stock A
which shall be of equal rank and identical in all respects except that there may
be variations  between series in the following  relative rights and preferences:
dividend rates,  redemption prices, and the terms and conditions on which shares
may be  redeemed,  sinking fund  provisions  for the  redemption  or purchase of
shares, and terms and conditions on which shares may be converted, if shares are
issued with the privilege of conversion,  and bearing such series' designations,
all as may be fixed by the Board of  Directors  and stated or  expressed  in the
resolution or  resolutions  establishing  the  respective  of such stock,  which
Certificate  of Amendment is on file in the office of the  Secretary of State of
North Carolina, and is set out in part below:

                  (1) (a) The Board of Directors is  authorized to establish and
         issue  at any time and  from  time to time  (i) one or more  series  of
         Serial  Preferred Stock with such dividend rates and redemption  prices
         and bearing  such series  designations  as may be fixed by the Board of
         Directors  and stated and expressed in the  resolution  or  resolutions
         establishing  the  respective  series of such stock,  the authority for
         which is hereby expressly vested in the Board of Directors and (ii) one
         or more  series of  Preferred  Stock A which shall be of equal rank and
         identical in all respects  except that there may be variations  between
         series in the  following  relative  rights  and  preferences:  dividend
         rates,  redemption  prices and the terms and conditions on which shares
         may be redeemed, sinking fund provisions for the redemption or purchase
         of shares,  and terms and  conditions on which shares may be converted,
         if shares are issued with the privilege of conversion, and bearing such
         series' designations, all as may be fixed by the Board of Directors and
         stated or  expressed in the  resolutions  establishing  the  respective
         series of such  stock,  the  authority  for  which is hereby  expressly
         vested in the Board of  Directors.  So long as shares of any  series of
         Preferred Stock A shall be outstanding, no amendment or modification of
         the terms thereof fixed by the  resolution or  resolutions of the Board
         of  Directors  establishing  any such  series  shall be made unless the
         holders of record of not less than a  majority  of the number of shares
         of such series then outstanding  shall consent thereto in writing or by
         voting  therefor in person or by proxy at a meeting of such holders for
         such purpose.

         3. On  September  6,  1979  the  Executive  Committee  of the  Board of
Directors of the corporation duly adopted  resolutions  authorizing the issuance
and sale of 500,000 shares of Preferred  Stock A, $8.75 Series,  with a dividend
rate of $8.75 per share per annum; a mandatory  sinking fund  commencing in 1985
designed to redeem  20,000  shares  annually at a  redemption  price of $100 per
share  until 1999,  after  which  40,000  shares per year shall be  redeemed;  a
noncumulative option in the corporation to redeem not greater than an additional
20,000 shares annually  (40,000 shares after 1999) at a redemption price of $100
per  share  which  shall  be  credited   against  the  sinking  fund  redemption
requirement in reverse chronological order; and which are redeemable at any time
at prices  ranging  from  $108.75  per share to $100.00  per  share,  subject to
certain  limitations  on  refinancings  prior to  September  1,  1989 and  other
specified means of redemption.

         The above  description  is qualified  by  reference to the  resolutions
creating and  authorizing the issuance of the  corporation's  Preferred Stock A,
$8.75 Series, which are attached hereto and incorporated herein by reference.

         IN WITNESS WHEREOF, this statement is signed by a Senior Vice President
and an Assistant Secretary of the corporation this 7th day of September, 1979.

                                                  CAROLINA POWER & LIGHT COMPANY

                                                  By William E. Graham, Jr.
                                                  Senior Vice President

ATTEST:

By Robert M. Williams
         Assistant Secretary

(Corporate Seal)



<PAGE>


                                                                       EXHIBIT J

                      STATEMENT OF CLASSIFICATION OF SHARES
                                       OF
                         CAROLINA POWER & LIGHT COMPANY

         The   undersigned   corporation   hereby  executes  this  Statement  of
Classification of Shares pursuant to Section 55-42 of the North Carolina General
Statutes  relating to the relative  rights and  preferences of a series within a
class of its shares:

         1. The name of the corporation is  CAROLINA POWER & LIGHT COMPANY.

         2. The  Certificate  of  Amendment  to the  Charter of the  corporation
adopted  at a special  meeting of the  shareholders  duly  convened  and held on
October 23, 1973, contained a resolution amending the Charter, which resolution,
in part,  relates to the fixing of the  relative  rights  and  preferences  of a
series of Preferred Stock A of the  corporation,  and which authorizes the Board
of  Directors to  establish  and issue one or more series of  Preferred  Stock A
which shall be of equal rank and identical in all respects except that there may
be variations  between series in the following  relative rights and preferences:
dividend rates,  redemption prices, and the terms and conditions on which shares
may be  redeemed,  sinking fund  provisions  for the  redemption  or purchase of
shares, and terms and conditions on which shares may be converted, if shares are
issued with the privilege of conversion,  and bearing such series' designations,
all as may be fixed by the Board of  Directors  and stated or  expressed  in the
resolution or  resolutions  establishing  the  respective  series of such stock,
which  Certificate  of  Amendment  is on file in the office of the  Secretary of
State of North Carolina, and is set out in part below:

                  (1) (a) The Board of Directors is  authorized to establish and
         issue  at any time and  from  time to time  (i) one or more  series  of
         Serial  Preferred Stock with such dividend rates and redemption  prices
         and bearing  such series  designations  as may be fixed by the Board of
         Directors  and stated and expressed in the  resolution  or  resolutions
         establishing  the  respective  series of such stock,  the authority for
         which is hereby expressly vested in the Board of Directors and (ii) one
         or more  series of  Preferred  Stock A which shall be of equal rank and
         identical in all respects  except that there may be variations  between
         series in the  following  relative  rights  and  preferences:  dividend
         rates,  redemption  prices and the terms and conditions on which shares
         may be redeemed, sinking fund provisions for the redemption or purchase
         of shares,  and terms and  conditions on which shares may be converted,
         if shares are issued with the privilege of conversion, and bearing such
         series' designations, all as may be fixed by the Board of Directors and
         stated or  expressed in the  resolutions  establishing  the  respective
         series of such  stock,  the  authority  for  which is hereby  expressly
         vested in the Board of  Directors.  So long as shares of any  series of
         Preferred Stock A shall be outstanding, no amendment or modification of
         the terms thereof fixed by the  resolution or  resolutions of the Board
         of  Directors  establishing  any such  series  shall be made unless the
         holders of record of not less than a  majority  of the number of shares
         of such series then outstanding  shall consent thereto in writing or by
         voting  therefor in person or by proxy at a meeting of such holders for
         such purpose.

         3. On  February  20,  1980  the  Executive  Committee  of the  Board of
Directors of the corporation duly adopted  resolutions  authorizing the issuance
and sale of 180,000 shares of Preferred  Stock A, $9.25 Series,  with a dividend
rate of $9.25 per share per annum;  which are  redeemable  at any time at prices
ranging  from  $109.00  per share to  $100.00  per  share,  subject  to  certain
limitations on refinancings  prior to March 1, 1985 and other specified means of
redemption.

         The above  description  is qualified  by  reference to the  resolutions
creating and  authorizing the issuance of the  corporation's  Preferred Stock A,
$9.25 Series, which are attached hereto and incorporated herein by reference.

         IN WITNESS WHEREOF, this statement is signed by a Senior Vice President
and an Assistant Secretary of the corporation this 20th day of February, 1980.

                                                  CAROLINA POWER & LIGHT COMPANY

                                                  By William E. Graham, Jr.
                                                  Senior Vice President

ATTEST:

By Robert M. Williams
         Assistant Secretary

(Corporate Seal)


<PAGE>


                            ARTICLES OF AMENDMENT OF
                         CAROLINA POWER & LIGHT COMPANY


         The undersigned corporation hereby executes these Articles of Amendment
for the purpose of amending its charter:

         1. The name of the corporation is Carolina Power & Light Company.

         2. The  following  amendment  to the  Eleventh  Article of the Restated
Charter of the  corporation  was adopted by its  shareholders of the 10th day of
May, 1989, in the manner prescribed by law:

                  To the fullest extent permitted by the North Carolina Business
                  Corporation  Act as it exists or may  hereafter be amended,  a
                  director  of  the  corporation  shall  not  be  liable  to the
                  corporation or any of its  shareholders  for monetary  damages
                  for breach of duty as a director.

         3. The number of shares of the  corporation  outstanding at the time of
such adoption was 84,210,520,  and the number of shares entitled to vote thereon
was  82,755,520.  All  classes  entitled to vote on the  amendment  voted as one
class.

         4. The number of shares voted for such  amendment was  64,941,613,  and
the number of shares voted against such amendment was 3,311,105.

         5. The  amendment  herein  effected  does not give rise to  dissenter's
rights to payment for the reason that the only  effect of such  amendment  is to
eliminate  directors'  liability  for monetary  damages for certain  breaches of
their duties as directors pursuant to N.C.G.S. Section 55-7(11).

         IN WITNESS  WHEREOF,  these  articles  of  amendment  are signed by the
Senior Vice President and Assistant  Secretary of the corporation  this 19th day
of May, 1989.


                                                  CAROLINA POWER & LIGHT COMPANY

                                                  By  /s/ Charles D. Barham, Jr.
                                                  ------------------------------
                                                          Charles D. Barham, Jr.
                  SEAL                                    Senior Vice President

                                                  By  /s/ Robert M. Williams
                                                  ------------------------------
                                                          Robert M. Williams
                                                          Assistant Secretary



State of North Carolina
County of Wake

         I, Fay P. Frederick,  a notary public, hereby certify that on this 19th
day of May,  1989,  personally  appeared  before me Charles D.  Barham,  Jr. and
Robert M. Williams,  each of whom being by me first duly sworn, declared that he
signed the foregoing document in the capacity indicated,  that he was authorized
so to sign, and that the statements therein contained are true.

                                                           /s/ Fay P. Frederick
                                                           --------------------
                                                                Notary Public

My commission expires:  March 11, 1991


<PAGE>


                              ARTICLES OF AMENDMENT

                                       OF

                         CAROLINA POWER & LIGHT COMPANY

         The undersigned  corporation hereby submits these Articles of Amendment
for the purpose of amending its Restated Charter.

         1. The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

         2. The  Restated  Charter  of the  corporation  is  hereby  amended  to
increase the  authorized  number of shares of Common Stock from  100,000,000  to
200,000,000 by amending the first paragraph of Article Fourth as follows:

                  a.  The figure  "135,300,000" there appearing shall be deleted
                      in its entirety and in lieu and  substitution  thereof the
                      figure "235,300,000" shall be added.

                  b.  The figure  "100,000,000" there appearing shall be deleted
                      in its entirety and in lieu and  substitution  thereof the
                      figure "200,000,000" shall be added.

         As amended,  the full text of the first  paragraph of Article Fourth of
the corporation's Restated Charter is as follows:

              FOURTH:  The total number of the authorized  shares of the Company
         is 235,300,000 shares divided into 300,000 shares of $5 Preferred Stock
         (hereinafter called "$5 Preferred Stock"),  20,000,000 shares of Serial
         Preferred  Stock   (hereinafter   called  "Serial  Preferred   Stock"),
         5,000,000  shares of Preferred Stock A (hereinafter  called  "Preferred
         Stock A"),  10,000,000 shares of Preference Stock  (hereinafter  called
         "Preference  Stock"),  and  200,000,000  shares  of Common  Stock,  all
         without nominal or par value.

 3. Shareholder approval of the foregoing Amendment was obtained on the 13th day
 of May, 1992, as required by the North Carolina Business Corporation Act.

         This 27th day of May, 1992.

                           CAROLINA POWER & LIGHT COMPANY

                           By:   /s/  Sherwood H. Smith, Jr.
                           ---------------------------------

                           Title: Chairman/President and Chief Executive Officer
                           -----------------------------------------------------


<PAGE>


                              ARTICLES OF AMENDMENT

                                       OF

                         CAROLINA POWER & LIGHT COMPANY

         The undersigned  corporation hereby submits these Articles of Amendment
for the purpose of amending its Restated Charter.

         1. The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

         2. The  Restated  Charter  of the  corporation  is  hereby  amended  to
establish a variable  range for the size of the Board of  Directors  by amending
Article SIXTH of the Restated Charter.

                  As   amended,   the  full  text  of   Article   SIXTH  of  the
corporation's Restated Charter is as follows:

              SIXTH: The number of directors constituting the Board of Directors
         shall be determined in accordance with the Company's By-Laws.  At least
         fifty percent of the number of directors so determined shall constitute
         a quorum.

 3. Shareholder approval of the foregoing Amendment was obtained on the 10th day
 of May, 1995, as required by the North Carolina Business Corporation Act.

         This 10th day of May, 1995.

                                    CAROLINA POWER & LIGHT COMPANY


                                    By: /s/ Sherwood H. Smith, Jr.
                                    ------------------------------
                                    Title:  Chairman and Chief Executive Officer
                                    --------------------------------------------

<PAGE>


                              ARTICLES OF AMENDMENT

                                       OF

                         CAROLINA POWER & LIGHT COMPANY

         The undersigned  corporation  hereby delivers for filing these Articles
of Amendment for the purpose of amending its Restated Charter.

         1. The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

         2. The Restated Charter of the corporation was amended by a vote of the
shareholders in order to expand the purposes for which the  corporation  exists,
and to broaden the powers of the  corporation  by amending  Article THIRD of the
Restated Charter.

              As amended,  the full text of Article  THIRD of the  corporation's
Restated Charter is as follows:

THIRD: The object or objects for which the Company is to exist are the
following, to wit:

              The object or objects of the  Company  and in aid  thereof  and in
         addition  thereto the following  object or objects the  enumeration  of
         which  shall not limit or  restrict  or be held to limit or restrict in
         any manner the object or objects of the Company, namely:

              To acquire,  buy, hold, own, sell,  lease,  exchange,  dispose of,
         finance,  deal in,  construct,  build,  equip,  improve,  use, operate,
         maintain and work upon:

              (a) Any and all kinds of plants and systems  for the  manufacture,
         storage,   utilization,   supply,   transmission,    distribution,   or
         disposition  of  electricity,  gas,  water or steam,  or power produced
         thereby,  or of ice  and  refrigeration,  of any  and  every  kind,  or
         telegraphs or telephones,  or for the  transmission of information,  or
         any thereof;

              (b) Any and all  kinds of  street  railways  and bus lines for the
         transportation  of  passengers  and/or  freight,   transmission  lines,
         systems,  appliances,  equipment  and  devices  and  tracks,  stations,
         buildings and other structures and facilities;

              (c)  Any  and all  kinds  of  works,  power  plants,  substations,
         systems, tracts,  machinery,  generators,  motors, lamps, poles, pipes,
         wires, cables, conduits,  apparatus,  devices, supplies and articles of
         every kind pertaining to or in anywise connected with the construction,
         operation or maintenance of street railways and bus lines or in anywise
         connected   with  the   manufacture,   purchase,   use,   transmission,
         distribution,  regulation,  control or application of electricity, gas,
         light,  heat,   refrigeration,   ice,  water,  power,   telephones  and
         telegraphs, or any other purposes;



<PAGE>
                                                         

              To acquire,  buy, hold, own, sell,  lease,  exchange,  dispose of,
distribute,  deal in, use, produce, furnish and supply electricity,  gas, light,
heat,  refrigeration,  ice,  water and power and any other power or force in any
form and for any purpose whatsoever;

              To carry on the business of general brokers and dealers in stocks,
bonds,  securities,   mortgages  and  other  choses  in  action,  including  the
acquisition  thereof  by  original  subscription;  to make  investments  in such
property and to hold, manage, mortgage, pledge, sell, and dispose of the same in
like manner as individuals may do;

              To carry on in States and jurisdictions when and where permissible
by the laws of such States and  jurisdictions,  the business of constructing and
operating  or aiding  in the  construction  and  operation  of street  railways,
telegraph and telephone companies, gas and electric companies.

              To acquire,  organize,  assemble,  develop,  build up and operate,
constructing  and  operating  and other  organizations  and systems and to hire,
sell, lease, exchange,  turn over, deliver and dispose of such organizations and
systems  in  whole  or in  part,  and as going  organizations  and  systems  and
otherwise, and to enter into and perform contracts,  agreements and undertakings
of any kind in connection with any or all of the foregoing purposes;

              To do a general contracting business;

              To purchase,  acquire,  hold,  own,  develop and dispose of lands,
interests  in and rights with  respect to lands and waters and fixed and movable
property,  franchises,  concessions,  consents,  privileges  and licenses in its
opinion useful or desirable for or in connection with the foregoing purposes;

              To underwrite, acquire by purchase, subscription or otherwise, and
to own, hold for investment or otherwise,  and to use, sell,  assign,  transfer,
mortgage, pledge, exchange or otherwise dispose of real and personal property of
every sort and description and wheresoever situated,  including shares of stock,
bonds,   debentures,   notes,   scrip,   warrants,   securities,   evidences  of
indebtedness,  contracts or  obligations  of any  corporation  or  corporations,
association or associations,  domestic or foreign,  or of any firm or individual
of the United States or any state,  territory or dependency of the United States
or any foreign country, or any municipality or local authority within or without
the United States, and also to issue in exchange therefor stocks, bonds or other
securities or evidences of indebtedness  of the Company,  and while the owner or
holder of any such  property,  to receive,  collect and dispose of the interest,
dividends  and income on or from such  property  and to possess and  exercise in
respect thereto all of the rights, powers and privileges of ownership, including
all voting powers thereon;

              To aid in any manner any corporation or  association,  domestic or
foreign,  or any firm or individual,  any shares of stock in which or any bonds,
debentures,  notes,  securities,   evidences  of  indebtedness,   contracts,  or
obligations of which are held by or for the Company,  directly or indirectly, or
in which, or in the welfare of which,  the Company shall have any interest,  and
to do any acts  designed to protect,  preserve,  improve or enhance the value of
any property at any time held or controlled by the Company or in which it may be
at any time interested,  directly or indirectly or through other corporations or
otherwise;  and to  organize  or  promote  or  facilitate  the  organization  of
subsidiary companies;

              To engage in any lawful business  authorized by the State of North
Carolina.

              IN  FURTHERANCE  AND  NOT  IN  LIMITATION  of the  general  powers
conferred  by the laws of the State of North  Carolina  and of the  objects  and
purposes  hereinbefore  stated, it is hereby expressly provided that the Company
shall also have the following powers, that is to say:

                  To do any or all  things  set forth to the same  extent and as
         fully as  natural  persons  might or could  do,  and in any part of the
         world,  and as principal,  agent,  contractor or otherwise,  and either
         alone or in conjunction with any other persons, firms,  associations or
         corporations;

                  To borrow money, to issue bonds,  promissory  notes,  bills of
         exchange,   debentures   and  other   obligations   and   evidences  of
         indebtedness,  whether  secured by mortgage,  pledge or  otherwise,  or
         unsecured,  for money borrowed or in payment for property  purchased or
         acquired or for any other lawful  object;  to mortgage or pledge all or
         any part of its properties, rights, interests and franchises, including
         any or all shares of stock, bonds,  debentures,  notes, scrip, warrants
         or other  obligation or evidences of  indebtedness at any time owned by
         it;

                  To guarantee  the payment of dividends  upon any capital stock
         and to endorse or otherwise  guarantee  the  principal or interest,  or
         both, of any bonds,  debentures,  notes,  scrip or other obligations or
         evidences  of  indebtedness,  or the  performance  of any  contract  or
         obligation,  of any  other  corporation  or  association,  domestic  or
         foreign,  or of any firm or  individual in which the Company may have a
         lawful interest,  in so far and to the extent that such guaranty may be
         permitted by law;

                  To purchase or  otherwise  acquire its own shares of stock (so
         far as may be  permitted  by law),  and its bonds,  debentures,  notes,
         scrip,  warrants or other securities or evidences of indebtedness,  and
         to cancel or to hold, sell, transfer or reissue the same;

                  To do any and  all  things  necessary  or  convenient  for the
         accomplishment  of the  objects  herein  enumerated,  and in general to
         carry on any lawful  business,  incidental,  necessary or convenient to
         any of said objects.

                  Nothing  herein shall be deemed to limit or exclude any power,
         right or privilege given to the Company by law or construed to give the
         Company any rights,  powers or privileges  not permitted by the laws of
         the  State  of North  Carolina  to  corporations  organized  under  the
         statutes of the State of North  Carolina  for the general  purposes for
         which the Company is organized.

                  The foregoing clauses shall be construed as objects,  purposes
         and  powers  and it is hereby  expressly  provided  that the  foregoing
         specific  enumeration  shall  not be held to limit or  restrict  in any
         manner the powers of the Company.

         3. Shareholder  approval of the foregoing Amendment was obtained on the
8th day of May,  1996, as required by the North  Carolina  Business  Corporation
Act.

         This 8th day of May, 1996.

                                CAROLINA POWER & LIGHT COMPANY

                                By: /s/ Sherwood H. Smith, Jr.
                                ------------------------------
                                Title:   Chairman and Chief Executive Officer
                                ---------------------------------------------