<PAGE>

                                                                    Exhibit 4(b)
                                                                    ------------


                                                                 COUNTERPART ___
                                                             OF 110 COUNTERPARTS

================================================================================

                         CAROLINA POWER & LIGHT COMPANY

                                       TO

                              THE BANK OF NEW YORK
                        (formerly Irving Trust Company)

                                      AND

                              DOUGLAS J. MacINNES

 (successor to Frederick G. Herbst, Richard H. West, J.A. Austin, E.J. McCabe,
     G. White, D.W. May, J.A. Vaughan, Joseph J. Arney, Wafaa Orfy and W.T.
                                  Cunningham)

                              as Trustees under Carolina Power &
                              Light Company's Mortgage and Deed
                              of Trust, dated as of May 1, 1940


                                ________________

                      ____________ Supplemental Indenture

                        Providing among other things for
              [First Mortgage Bonds, _____% Series due __________]
        [First Mortgage Bonds, _____% Senior Note Series Due _________]
                              (___________ Series)

                               _________________


                           Dated as of _____________


================================================================================

                                                Prepared by and Return to:
                                                Hunton & Williams (TSG)
                                                Post Office Box 109
                                                Raleigh, North Carolina 27602
<PAGE>

                       __________ SUPPLEMENTAL INDENTURE

     INDENTURE, dated as of __________, 20__, by and between CAROLINA POWER &
LIGHT COMPANY, a corporation of the State of North Carolina, whose post office
address is 410 South Wilmington Street, Raleigh, North Carolina 27601
(hereinafter sometimes called the Company), and THE BANK OF NEW YORK (formerly
Irving Trust Company), a corporation of the State of New York, whose post office
address is 101 Barclay Street, New York, New York 10286 (hereinafter sometimes
called the Corporate Trustee), and DOUGLAS J. MACINNES (successor to Frederick
G. Herbst, Richard H. West, J.A. Austin, E.J. McCabe, G. White, D.W. May, J.A.
Vaughan, Joseph J. Arney, Wafaa Orfy and W.T. Cunningham), whose post office
address is 1784 W. McGalliard Avenue, Hamilton, New Jersey 08610 (the Corporate
Trustee and the Individual Trustee being hereinafter together sometimes called
the Trustees), as Trustees under the Mortgage and Deed of Trust, dated as of May
1, 1940 (hereinafter called the Mortgage), which Mortgage was executed and
delivered by the Company to Irving Trust Company (now The Bank of New York) and
Frederick G. Herbst to secure the payment of bonds issued or to be issued under
and in accordance with the provisions of the Mortgage, reference to which
Mortgage is hereby made, this Indenture (hereinafter sometimes called the
__________ Supplemental Indenture) being supplemental thereto:

     WHEREAS, the Mortgage was recorded in various Counties in the States of
North Carolina and South Carolina; and

     WHEREAS, the Mortgage was indexed and cross-indexed in the real and chattel
mortgage records in various Counties in the States of North Carolina and South
Carolina; and

     WHEREAS, an instrument, dated as of June 25, 1945, was executed by the
Company appointing Richard H. West as Individual Trustee in succession to said
Frederick G. Herbst (deceased) under the Mortgage, and by Richard H. West
accepting said appointment, which instrument was recorded in various Counties in
the States of North Carolina and South Carolina; and

     WHEREAS, an instrument, dated as of December 12, 1957, was executed by the
Company appointing J.A. Austin as Individual Trustee in succession to said
Richard H. West (resigned) under the Mortgage, and by J.A. Austin accepting said
appointment, which instrument was recorded in various Counties in the States of
North Carolina and South Carolina; and

     WHEREAS, an instrument, dated as of April 15, 1966, was executed by the
Company appointing E.J. McCabe as Individual Trustee in succession to said J.A.
Austin (resigned) under the Mortgage, and by E.J. McCabe accepting said
appointment, which instrument was recorded in various Counties in the States of
North Carolina and South Carolina; and

     WHEREAS, by the Seventeenth Supplemental Indenture mentioned below, the
Company, among other things, appointed G. White as Individual Trustee in
succession to said E.J. McCabe (resigned), and G. White accepted said
appointment; and

     WHEREAS, by the Nineteenth Supplemental Indenture mentioned below, the
Company, among other things, appointed D.W. May as Individual Trustee in
succession to said G. White (resigned), and D.W. May accepted said appointment;
and

     WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the
Company, among other things, appointed J.A. Vaughan as Individual Trustee in
succession to said D.W. May (resigned), and J.A. Vaughan accepted said
appointment; and

     WHEREAS, an instrument, dated as of June 27, 1988, was executed by the
Company appointing Joseph J. Arney as Individual Trustee in succession to said
J.A. Vaughan (resigned) under the Mortgage, and by Joseph J. Arney accepting
said appointment, which instrument was recorded in various Counties in the
States of North Carolina and South Carolina; and
<PAGE>

                                       2

     WHEREAS, by the Forty-fifth Supplemental Indenture mentioned below, the
Company, among other things, appointed Wafaa Orfy as Individual Trustee in
succession to said Joseph J. Arney (resigned), and Wafaa Orfy accepted said
appointment; and

     WHEREAS, by the Forty-ninth Supplemental Indenture mentioned below, the
Company, among other things, appointed W.T. Cunningham as Individual Trustee in
succession to said Wafaa Orfy (resigned), and W.T. Cunningham accepted said
appointment; and

     WHEREAS, by the Sixty-sixth Supplemental Indenture mentioned below, the
Company, among other things, appointed Douglas J. MacInnes as Individual Trustee
in succession to said W.T. Cunningham (resigned), and Douglas J. MacInnes
accepted said appointment; and

     WHEREAS, such instruments were indexed and cross-indexed in the real and
chattel mortgage records in various Counties in the States of North Carolina and
South Carolina; and

     WHEREAS, by the Mortgage, the Company covenanted that it would execute and
deliver such supplemental indenture or indentures and such further instruments
and do such further acts as might be necessary or proper to carry out more
effectually the purposes of the Mortgage and to make subject to the lien of the
Mortgage any property thereafter acquired intended to be subject to the lien
thereof; and

     WHEREAS, for said purposes, among others, the Company executed and
delivered to the Trustees the following supplemental indentures:


            Designation                         Dated as of
            -----------                         -----------

     First Supplemental Indenture...........  January 1, 1949
     Second Supplemental Indenture..........  December 1, 1949
     Third Supplemental Indenture...........  February 1, 1951
     Fourth Supplemental Indenture..........  October 1, 1952
     Fifth Supplemental Indenture...........  March 1, 1958
     Sixth Supplemental Indenture...........  April 1, 1960
     Seventh Supplemental Indenture.........  November 1, 1961
     Eighth Supplemental Indenture..........  July 1, 1964
     Ninth Supplemental Indenture...........  April 1, 1966
     Tenth Supplemental Indenture...........  October 1, 1967
     Eleventh Supplemental Indenture........  October 1, 1968
     Twelfth Supplemental Indenture.........  January 1, 1970
     Thirteenth Supplemental Indenture......  August 1, 1970
     Fourteenth Supplemental Indenture......  January 1, 1971
     Fifteenth Supplemental Indenture.......  October 1, 1971
     Sixteenth Supplemental Indenture.......  May 1, 1972
     Seventeenth Supplemental Indenture.....  May 1, 1973
     Eighteenth Supplemental Indenture......  November 1, 1973
     Nineteenth Supplemental Indenture......  May 1, 1974
     Twentieth Supplemental Indenture.......  December 1, 1974
     Twenty-first Supplemental Indenture....  April 15, 1975
     Twenty-second Supplemental Indenture...  October 1, 1977
     Twenty-third Supplemental Indenture....  June 1, 1978
     Twenty-fourth Supplemental Indenture...  May 15, 1979
     Twenty-fifth Supplemental Indenture....  November 1, 1979
     Twenty-sixth Supplemental Indenture....  November 1, 1979
     Twenty-seventh Supplemental Indenture..  April 1, 1980
     Twenty-eighth Supplemental Indenture...  October 1, 1980
     Twenty-ninth Supplemental Indenture....  October 1, 1980
<PAGE>

           Designation                         Dated as of
           -----------                         -----------

     Thirtieth Supplemental Indenture.......  December 1, 1982
     Thirty-first Supplemental Indenture....  March 15, 1983
     Thirty-second Supplemental Indenture...  March 15, 1983
     Thirty-third Supplemental Indenture....  December 1, 1983
     Thirty-fourth Supplemental Indenture...  December 15, 1983
     Thirty-fifth Supplemental Indenture....  April 1, 1984
     Thirty-sixth Supplemental Indenture....  June 1, 1984
     Thirty-seventh Supplemental Indenture..  June 1, 1984
     Thirty-eighth Supplemental Indenture...  June 1, 1984
     Thirty-ninth Supplemental Indenture....  April 1, 1985
     Fortieth Supplemental Indenture........  October 1, 1985
     Forty-first Supplemental Indenture.....  March 1, 1986
     Forty-second Supplemental Indenture....  July 1, 1986
     Forty-third Supplemental Indenture.....  January 1, 1987
     Forty-fourth Supplemental Indenture....  December 1, 1987
     Forty-fifth Supplemental Indenture.....  September 1, 1988
     Forty-sixth Supplemental Indenture.....  April 1, 1989
     Forty-seventh Supplemental Indenture...  August 1, 1989
     Forty-eighth Supplemental Indenture....  November 15, 1990
     Forty-ninth Supplemental Indenture.....  November 15, 1990
     Fiftieth Supplemental Indenture........  February 15, 1991
     Fifty-first Supplemental Indenture.....  April 1, 1991
     Fifty-second Supplemental Indenture....  September 15, 1991
     Fifty-third Supplemental Indenture.....  January 1, 1992
     Fifty-fourth Supplemental Indenture....  April 15, 1992
     Fifty-fifth Supplemental Indenture.....  July 1, 1992
     Fifty-sixth Supplemental Indenture.....  October 1, 1992
     Fifty-seventh Supplemental Indenture...  February 1, 1993
     Fifty-eighth Supplemental Indenture....  March 1, 1993
     Fifty-ninth Supplemental Indenture.....  July 1, 1993
     Sixtieth Supplemental Indenture........  July 1, 1993
     Sixty-first Supplemental Indenture.....  August 15, 1993
     Sixty-second Supplemental Indenture....  January 15, 1994
     Sixty-third Supplemental Indenture.....  May 1, 1994
     Sixty-fourth Supplemental Indenture....  August 15, 1997
     Sixty-fifth Supplemental Indenture.....  April 1, 1998
     Sixty-sixth Supplemental Indenture.....  March 1, 1999
     Sixty-seventh Supplemental Indenture...  March 1, 2000
     Sixty-eighth Supplemental Indenture....  April 1, 2000
     Sixty-ninth Supplemental Indenture.....  June 1, 2000
     Seventieth Supplemental Indenture......  July 1, 2000
     /1/

which supplemental indentures (other than said Sixty-fifth Supplemental
Indenture and said Sixty-seventh Supplemental Indenture) were recorded in
various Counties in the States of North Carolina and South Carolina, and were
indexed and cross-indexed in the real and chattel mortgage or security interest
records in various Counties in the States of North Carolina and South Carolina;
and

     WHEREAS, no recording or filing of said Sixty-fifth Supplemental Indenture
in any manner or place is required by law in order to fully preserve and protect
the security of the bondholders and all rights of the Trustees or is necessary
to make effective the lien intended to be created by the Mortgage or said Sixty-
fifth Supplemental Indenture; and said Sixty-seventh Supplemental Indenture was
recorded only in Rowan County, North Carolina to make subject to

----------------------
/1/ Here will be inserted additional executed supplemental indentures.
<PAGE>

the lien of the Mortgage, as supplemented, certain property of the Company
located in said County intended to be subject to the lien of the Mortgage, as
supplemented, all in accordance with Section 42 of the Mortgage; and

     WHEREAS, the Mortgage and said First through Sixty-seventh Supplemental
Indentures (other than said Sixty-fifth and said Sixty-seventh Supplemental
Indentures) were or are to be recorded in all Counties in the States of North
Carolina and South Carolina in which this __________ Supplemental Indenture is
to be recorded; and

     WHEREAS, in addition to the property described in the Mortgage, as
heretofore supplemented, the Company has acquired certain other property, rights
and interests in property; and

     WHEREAS, the Company has heretofore issued, in accordance with the
provisions of the Mortgage, as supplemented, the following series of First
Mortgage Bonds:


                                        Principal         Principal
                                          Amount            Amount
Series                                    Issued         Outstanding
------                                 ------------      ------------

3-3/4% Series due 1965...............  $ 46,000,000          None
3-1/8% Series due 1979...............    20,100,000          None
3-1/4% Series due 1979...............    43,930,000          None
2-7/8% Series due 1981...............    15,000,000          None
3-1/2% Series due 1982...............    20,000,000          None
4-1/8% Series due 1988...............    20,000,000          None
4-7/8% Series due 1990...............    25,000,000          None
4-1/2% Series due 1991...............    25,000,000          None
4-1/2% Series due 1994...............    30,000,000          None
5-1/8% Series due 1996...............    30,000,000          None
6-3/8% Series due 1997...............    40,000,000          None
6-7/8% Series due 1998...............    40,000,000          None
8-3/4% Series due 2000...............    40,000,000          None
8-3/4% Series due August 1, 2000.....    50,000,000          None
7-3/8% Series due 2001...............    65,000,000          None
7-3/4% Series due October 1, 2001....    70,000,000          None
7-3/4% Series due 2002...............   100,000,000          None
7-3/4% Series due 2003...............   100,000,000          None
8-1/8% Series due November 1, 2003...   100,000,000          None
9-3/4% Series due 2004...............   125,000,000          None
11-1/8% Series due 1994..............    50,000,000          None
11% Series due April 15, 1984........   100,000,000          None
8-1/2% Series due October 1, 2007....   100,000,000          None
9-1/4% Series due June 1, 2008.......   100,000,000          None
10-1/2% Series due May 15, 2009......   125,000,000          None
12-1/4% Series due November 1, 2009..   100,000,000          None
Pollution Control Series A...........    63,000,000          None
14-1/8% Series due April 1, 1987.....   125,000,000          None
Pollution Control Series B...........    50,000,000          None
Pollution Control Series C...........     6,000,000          None
11-5/8% Series due December 1, 1992..   100,000,000          None
Pollution Control Series D...........    48,485,000   $48,485,000
Pollution Control Series E...........     5,970,000     5,970,000
12-7/8% Series due December 1, 2013..   100,000,000          None
Pollution Control Series F...........    34,700,000    34,700,000
13-3/8% Series due April 1, 1994.....   100,000,000          None
<PAGE>
                                       5

                                               Principal         Principal
                                                Amount            Amount
Series                                          Issued          Outstanding
------                                        -----------       -----------

Pollution Control Series G..................  122,615,000            None
Pollution Control Series H..................   70,000,000            None
Pollution Control Series I..................   70,000,000            None
Pollution Control Series J..................    6,385,000       1,795,000
Pollution Control Series K..................    2,580,000       2,580,000
Extendible Series due April 1, 1995.........  125,000,000            None
11-3/4% Series due October 1, 2015..........  100,000,000            None
8-7/8% Series due March 1, 2016.............  100,000,000            None
8-1/8% Series due July 1, 1996..............  125,000,000            None
8-1/2% Series due January 1, 2017...........  100,000,000            None
9.174% Series due December 1, 1992..........  100,000,000            None
9% Series due September 1, 1993.............  100,000,000            None
9.60% Series due April 1, 1991..............  100,000,000            None
Secured Medium-Term Notes, Series A.........  200,000,000            None
8-1/8% Series due November 15, 1993.........  100,000,000            None
Secured Medium-Term Notes, Series B.........  100,000,000            None
8-7/8% Series due February 15, 2021.........  125,000,000            None
9% Series due April 1, 2022.................  100,000,000            None
8-5/8% Series due September 15, 2021........  100,000,000     100,000,000
5.20% Series due January 1, 1995............  125,000,000            None
7-7/8% Series due April 15, 2004............  150,000,000     150,000,000
8.20% Series due July 1, 2022...............  150,000,000     150,000,000
6-3/4% Series due October 1, 2002...........  100,000,000     100,000,000
6-1/8% Series due February 1, 2000..........  150,000,000            None
7-1/2% Series due March 1, 2023.............  150,000,000     150,000,000
5-3/8% Series due July 1, 1998..............  100,000,000            None
Secured Medium-Term Notes, Series C.........  200,000,000            None
6-7/8% Series due August 15, 2023...........  100,000,000     100,000,000
5-7/8% Series due January 15, 2004..........  150,000,000     150,000,000
Pollution Control Series L..................   72,600,000      72,600,000
Pollution Control Series M..................   50,000,000      50,000,000
6.80% Series due August 15, 2007............  200,000,000     200,000,000
5.95% Senior Note Series due March 1, 2009..  400,000,000     400,000,000
7.50% Senior Note Series Due April 1, 2005..  300,000,000     300,000,000
Pollution Control Series N..................   67,300,000      67,300,000
Pollution Control Series O..................   55,640,000      55,640,000
Pollution Control Series P..................   50,000,000      50,000,000
Pollution Control Series Q..................   50,000,000      50,000,000
Pollution Control Series R..................   45,600,000      45,600,000
Pollution Control Series S..................   41,700,000      41,700,000
Pollution Control Series T..................   50,000,000      50,000,000
Pollution Control Series U..................   50,000,000      50,000,000
Pollution Control Series V..................   87,400,000      87,400,000
/2/

which bonds are sometimes called bonds of the First through Seventy-ninth
Series, respectively; and

     WHEREAS, Section 8 of the Mortgage provides that the form of each series of
bonds (other than the First Series) issued thereunder and of the coupons to be
attached to coupon bonds of such series shall be established by Resolution of
the Board of Directors of the Company and that the form of such series, as
established by said Board

-------------------------
/2/ Here will be inserted additional outstanding Series.
<PAGE>

                                       6

of Directors, shall specify the descriptive title of the bonds and various other
terms thereof, and may also contain such provisions not inconsistent with the
provisions of the Mortgage as said Board of Directors may, in its discretion,
cause to be inserted therein expressing or referring to the terms and conditions
upon which such bonds are to be issued and/or secured under the Mortgage; and

     WHEREAS, Section 120 of the Mortgage provides, among other things, that any
power, privilege or right expressly or impliedly reserved to or in any way
conferred upon the Company by any provision of the Mortgage, whether such power,
privilege or right is in any way restricted or is unrestricted, may be in whole
or in part waived or surrendered or subjected to any restriction if at the time
unrestricted or to additional restriction if already restricted, and the Company
may enter into any further covenants, limitations or restrictions for the
benefit of any one or more series of bonds issued thereunder, or the Company may
cure any ambiguity contained therein, or in any supplemental indenture, or may
establish the terms and provisions of any series of bonds other than said First
Series, by an instrument in writing executed and acknowledged by the Company in
such manner as would be necessary to entitle a conveyance of real estate to
record in all of the states in which any property at the time subject to the
lien of the Mortgage shall be situated; and

     WHEREAS, the Company now desires to create _____ new series of bonds and to
add to its covenants and agreements contained in the Mortgage, as heretofore
supplemented, certain other covenants and agreements to be observed by it and to
alter and amend in certain respects the covenants and provisions contained in
the Mortgage, as heretofore supplemented; and

     WHEREAS, the execution and delivery by the Company of this __________
Supplemental Indenture, and the terms of the bonds of the __________ Series,
hereinafter referred to, have been duly authorized by the Board of Directors of
the Company by appropriate resolutions of said Board of Directors;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That the Company, in consideration of the premises and of One Dollar to it
duly paid by the Trustees at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in further evidence of
assurance of the estate, title and rights of the Trustees and in order further
to secure the payment of both the principal of and interest and premium, if any,
on the bonds from time to time issued under the Mortgage, according to their
tenor and effect and the performance of all the provisions of the Mortgage
(including any instruments supplemental thereto and any modification made as in
the Mortgage provided) and of said bonds, hereby grants, bargains, sells,
releases, conveys, assigns, transfers, mortgages, pledges, sets over and
confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of
the Mortgage) unto The Bank of New York and Douglas J. MacInnes, as Trustees
under the Mortgage, and to their successor or successors in said trust, and to
said Trustees and their successors and assigns forever, all the following
described properties of the Company:

          All electric generating plants, stations, transmission lines, and
     electric distribution systems, including permanent improvements, extensions
     or additions to or about such electrical plants, stations, transmission
     lines and distribution systems of the Company; all dams, power houses,
     power sites, buildings, generators, reservoirs, pipe lines, flumes,
     structures and works; all substations, transformers, switchboards, towers,
     poles, wires, insulators, and other appliances and equipment, and the
     Company's rights or interests in the land upon which the same are situated,
     and all other property, real or personal, forming a part of or appertaining
     to, or used, occupied or enjoyed in connection with said generating plants,
     stations, transmission lines, and distribution systems; together with all
     rights of way, easements, permits, privileges, franchises and rights for or
     related to the construction, maintenance, or operation thereof, through,
     over, under or upon any public streets or highways, or the public lands of
     the United States, or of any State or other lands; and all water
     appropriations and water rights, permits and privileges; including all
     property, real, personal, and mixed, acquired by the Company after the date
     of the execution and delivery of the Mortgage, in addition to property
     covered by the above-mentioned supplemental indentures (except any herein
     or in the Mortgage, as heretofore supplemented, expressly excepted), now
     owned or, subject to the provisions of Section 87 of the Mortgage,
     hereafter acquired by the Company and wheresoever situated, including
     (without in anywise limiting or impairing by the enumeration of the same
     the scope and intent of the foregoing or of any general description
     contained in this __________ Supplemental Indenture) all lands, power
     sites, flowage rights, water rights, flumes, raceways, dams, rights of way
     and roads; all steam and power houses, gas plants, street lighting
<PAGE>
                                       7

     systems, standards and other equipment incidental thereto, telephone, radio
     and television systems, air-conditioning systems and equipment incidental
     thereto, water works, steam heat and hot water plants, lines, service and
     supply systems, bridges, culverts, tracts, ice or refrigeration plants and
     equipment, street and interurban railway systems, offices, buildings and
     other structures and the equipment thereof; all machinery, engines,
     boilers, dynamos, electric and gas machines, regulators, meters,
     transformers, generators, motors, electrical, gas and mechanical
     appliances, conduits, cables, water, steam heat, gas or other pipes, gas
     mains and pipes, service pipes, fittings, valves and connections, pole and
     transmission lines, wires, cables, tools, implements, apparatus, furniture,
     chattels and choses in action; all municipal and other franchises, consents
     or permits; all lines for the transmission and distribution of electric
     current, gas, steam heat or water for any purpose including poles, wires,
     cables, pipes, conduits, ducts and all apparatus for use in connection
     therewith; all real estate, lands, easements, servitudes, licenses,
     permits, franchises, privileges, rights of way and other rights in or
     relating to real estate or the occupancy of the same and (except as herein
     or in the Mortgage, as heretofore supplemented, expressly excepted) all the
     right, title and interest of the Company in and to all other property of
     any kind or nature appertaining to and/or used and/or occupied and/or
     enjoyed in connection with any property hereinbefore or in the Mortgage, as
     heretofore supplemented, described.

     TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel thereof.

     IT IS HEREBY AGREED by the Company that, subject to the provisions of
Section 87 of the Mortgage, all the property, rights and franchises acquired by
the Company after the date hereof (except any herein or in the Mortgage, as
heretofore supplemented, expressly excepted) shall be and are as fully granted
and conveyed hereby and as fully embraced within the lien hereof and the lien of
the Mortgage as if such property, rights and franchises were now owned by the
Company and were specifically described herein and conveyed hereby.

     PROVIDED THAT the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this __________ Supplemental Indenture
and from the lien and operation of the Mortgage, namely: (1) cash, shares of
stock and obligations (including bonds, notes and other securities) not
hereafter specifically pledged, paid, deposited or delivered under the Mortgage
or covenanted so to be; (2) merchandise, equipment, materials or supplies held
for the purpose of sale in the usual course of business and fuel, oil and
similar materials and supplies consumable in the operation of any properties of
the Company; rolling stock, buses, motor coaches, vehicles and automobiles; (3)
bills, notes and accounts receivable, and all contracts, leases and operating
agreements not specifically pledged under the Mortgage, as heretofore
supplemented, or this __________ Supplemental Indenture or covenanted so to be;
(4) electric energy and other materials or products generated, manufactured,
produced or purchased by the Company for sale, distribution or use in the
ordinary course of its business; and (5) any property and rights heretofore
released from the lien of the Mortgage; provided, however, that the property and
rights expressly excepted from the lien and operation of the Mortgage and this
__________ Supplemental Indenture in the above subdivisions (2) and (3) shall
(to the extent permitted by law) cease to be so excepted in the event and as of
the date that either or both of the Trustees or a receiver or trustee shall
enter upon and take possession of the Mortgaged and Pledged Property in the
manner provided in Article XII of the Mortgage by reason of the occurrence of a
Default as defined in said Article XII.

     TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed by the Company as aforesaid, or intended so to be, unto
the Trustees, their successors and assigns forever.

     IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants as
are set forth in the Mortgage, as heretofore supplemented, this __________
Supplemental Indenture being supplemental to the Mortgage.
<PAGE>
                                       8

     AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions,
provisos, covenants and provisions contained in the Mortgage, as heretofore
supplemented, shall affect and apply to the property hereinbefore described and
conveyed and to the estate, rights, obligations and duties of the Company and
the Trustees and the beneficiaries of the trust with respect to said property,
and to the Trustees and their successors as Trustees of said property in the
same manner and with the same effect as if the said property had been owned by
the Company at the time of the execution of the Mortgage and had been
specifically and at length described in and conveyed to the Trustees by the
Mortgage as a part of the property therein stated to be conveyed.

     The Company further covenants and agrees to and with the Trustees and their
successor or successors in such trust under the Mortgage as follows:

                                   ARTICLE I

                           __________ SERIES OF BONDS

     SECTION 1.  There shall be a series of bonds designated "% Series due
_____________" (herein sometimes referred to as the "___________ Series"), each
of which shall also bear the descriptive title "First Mortgage Bond", and the
form thereof, which shall be established by Resolution of the Board of Directors
of the Company, shall contain suitable provisions with respect to the matters
hereinafter in this Section specified.  Bonds of the ___________ Series shall be
initially issued in the aggregate principal amount of $__________, mature on
_____________, bear interest at the rate of % per annum, payable from _______,
20__, if the date of said bonds is prior to _________, 20__, or, if the date of
said bonds is after __________ 20__, from the _______ or _________ next
preceding the date of said bonds, and thereafter semi-annually on _________ and
_______ of each year, be issued as fully registered bonds in the denominations
of One Thousand Dollars and, at the option of the Company, in any multiple or
multiples of One Thousand Dollars (the exercise of such option to be evidenced
by the execution and delivery thereof) and be dated as in Section 10 of the
Mortgage provided, the principal of and interest on each said bond to be payable
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for public and private debts.

  /3/[SECTION 1.  There shall be a series of bonds designated "_____%
Senior Note Series Due ________________" (herein sometimes referred to as the
"__________ series"), each of which shall also bear the descriptive title "First
Mortgage Bond", and the form thereof, which shall be established by Resolution
of the Board of Directors of the Company, shall contain suitable provisions with
respect to the matters hereinafter in this Section specified.  Bonds of the
__________ Series shall be initially issued in the aggregate principal amount of
$______________, mature on ____________________, bear interest at the rate of
_______% per annum, payable from ______________, if the date of said bonds is
prior to ___________________, or, if the date of said bonds is after
_________________, from the __________ or __________ next preceding the date of
said bonds, and thereafter semi-annually on __________ and __________ of each
year, be issued as fully registered bonds in the denominations of One Thousand
Dollars and, at the option of the Company, in any multiple or multiples of One
Thousand Dollars (the exercise of such option to be evidenced by the execution
and delivery thereof) and be dated as in Section 10 of the Mortgage provided,
the principal of and interest on each said bond to be payable at the office or
agency of the Company in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for public and private debts.]

  (I)  Bonds of the ___________ Series shall be redeemable after ________, ____
at the option of the Company or by the application (either at the option of the
Company or pursuant to the requirements of the Mortgage) of cash deposited with
the Corporate Trustee pursuant to any of the provisions of Section 38, Section
39 or Section 64 of the Mortgage or with the Proceeds of Released Property in
whole at any time, or in part from time to time, prior to maturity, upon notice
as provided in Sections 52 and 54 of the Mortgage (given by mail at least 30
days and not more than 90 days prior to the date fixed for redemption), at the
following general redemption prices, expressed in percentages of the principal
amount of the bonds to be redeemed:

----------------------
  /3/ These provisions will be inserted in lieu of the first paragraph of
Section 1 above in any supplemental indenture relating to the issuance of First
Mortgage Bonds which are designated "_____% Senior Note Series Due __________."
<PAGE>
                                       9

                           GENERAL REDEMPTION PRICES

             If redeemed during 12 months period ending _________,



together, in each case, with accrued interest on the principal amount thereof to
the date fixed for redemption.

  /4/[(I)  The bonds of the ____________ Series shall be redeemable at the
option of the Company or by the application (either at the option of the Company
or pursuant to the requirements of the Mortgage) of cash deposited with the
Corporate Trustee pursuant to any of the provisions of Sections 38, 39 or 64 of
the Mortgage or with the Proceeds of Released Property in whole at any time, or
in part from time to time, prior to maturity, upon notice as provided in
Sections 52 and 54 of the Mortgage (given by mail at least 30 days and not more
than 90 days prior to the date fixed for redemption (the "Redemption Date")), at
a redemption price equal to the greater of (i) 100% of their principal amount or
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon from the Redemption Date to the maturity date,
computed by discounting such payments, in each case, to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Yield plus __ basis points, plus in each case accrued interest on
the principal amount thereof to the Redemption Date.

     "Treasury Yield" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker having a maturity comparable to the
remaining term of the bonds of the ____________ Series that would be utilized,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the bonds of the ____________ Series.  "Independent Investment
Banker" means _________________________________ or, if such firm is unwilling or
unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing selected by the Company and appointed
by the Corporate Trustee.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Company obtains fewer than four Reference Treasury Dealer Quotations,
the average of all such Quotations.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Corporate Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Corporate Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third business day preceding such Redemption Date. The Company shall
furnish the Corporate Trustee a notice in writing at least five business days
and not more than ten

----------------------------
     /4/ This provision may be inserted in lieu of clause (I) of Section 1
above.
<PAGE>

                                       10


business days prior to such Redemption Date of (a) the name of each Reference
Treasury Dealer, (b) the Redemption Date, and (c) the third business day
preceding the Redemption Date.

    "Reference Treasury Dealer" means each of ________________________,
_____________________, and _____________________, and their respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government Securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.

    The Company shall deliver to the Corporate Trustee before any Redemption
Date for  the bonds of the ____________ Series its calculation of the redemption
price applicable to such redemption.  Except with respect to the obligations of
the Corporate Trustee expressly set forth in the foregoing definitions of
"Comparable Treasury Issue" and "Reference Treasury Dealer Quotations,"  the
Corporate Trustee shall be under no duty to inquire into, may presume the
correctness of, and shall be fully protected in acting upon the Company's
calculation of any redemption price of the bonds of the ____________ Series.

    In lieu of stating the redemption price, notices of redemption of the bonds
of the ____________ Series shall state substantially the following:  "The
redemption price of the bonds to be redeemed shall equal the greater of (i) 100%
of the principal amount of such bonds or (ii) the sum of the present values of
the remaining scheduled payments of principal and interest thereon from the
Redemption Date to the maturity date, computed by discounting such payments, in
each case, to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Yield (as defined in the
____________ Supplemental Indenture) plus __ basis points, plus in each case
accrued interest on the principal amount thereof to the Redemption Date.]

    /5/[(I)  The bonds of the __________ Series are subject to redemption by
the Company, at its option, in whole, at any time, or in part, from time to
time, upon notice as provided in the Mortgage (not less than 30 nor more than 60
days prior to a date fixed for redemption (the "Redemption Date")) at a
redemption price equal to the greater of (i) 100% of their principal amount or
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon from the Redemption Date to the maturity date,
computed by discounting such payments, in each case, to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Yield (as defined in the _____ Supplemental Indenture, dated as of
__________, 20__, supplemental to the Senior Note Indenture) plus __ basis
points (.__%), plus in each case accrued interest on the principal amount
thereof to the Redemption Date (the "Redemption Price"), such Redemption Price
to be set forth in a Treasurer's Certificate delivered to the Corporate Trustee
on or before the Redemption Date and upon which the Trustees may conclusively
rely.

    At any time the Senior Notes or any portion thereof have become due and
payable in accordance with Section 505 of the Senior Note Indenture, the bonds
of the __________ Series will thereupon automatically become due and payable
pursuant to the redemption provisions of the preceding paragraph.

    The Company covenants and agrees that, prior to the Release Date, it will
not take any action that would cause the outstanding principal amount of the
bonds of the __________ Series to be less than the then outstanding principal
amount of the Senior Notes.]

    Except as provided herein, Article X of the Mortgage, as heretofore
supplemented, shall apply to redemptions of bonds of the ____________ Series.

    (II) At the option of the registered owner, any bonds of the __________
Series, upon surrender thereof for cancellation at the office or agency of the
Company in the Borough of Manhattan, The City of New York, shall be exchangeable
for a like aggregate principal amount of bonds of the same series of other
authorized denominations.  The bonds of the __________ Series may bear such
legends as may be necessary to comply with any law or with any rules or
regulations made pursuant thereto or with the rules or regulations of any stock
exchange or to conform to usage or agreement with respect thereto.

---------------------
    /5/This provision may be inserted in lieu of clause (I) of Section 1 above
in any supplemental indenture relating to the issuance of First Mortgage Bonds
which are designated "_____% Senior Note Series Due __________."
<PAGE>

                                       11

    Bonds of the ___________ Series shall be transferable upon the surrender
thereof for cancellation, together with a written instrument of transfer in form
approved by the registrar duly executed by the registered owner or by his duly
authorized attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York.

    [Bonds of the __________, Series will not be transferable except (i) as
required to effect an assignment to a successor trustee under the Indenture (For
Senior Notes) dated as of _____________ __, ______, between the Company and
_______________ as Trustee (the "Senior Note Indenture"), or as otherwise
provided in Sections 407 and 409 of the Senior Note Indenture, or (ii) in
compliance with a final order of a court of competent jurisdiction in connection
with any bankruptcy or reorganization proceeding of the Company.]/6/

    Upon any exchange or transfer of bonds of the __________ Series, the Company
may make a charge therefor sufficient to reimburse it for any tax or taxes or
other governmental charge required to be paid by the Company, as provided in
Section 12 of the Mortgage, but the Company hereby waives any right to make a
charge in addition thereto for any exchange or transfer of bonds of said Series.

    [The Company's obligation to make payments with respect to the principal of,
premium, if any, and or interest on, the bonds of the __________ Series shall be
fully or partially satisfied and discharged to the extent that, at the time any
such payment shall be due, the corresponding amount then due of principal of,
and/or premium, if any, and/or interest then due on, the Company's Senior Notes,
_________% Series Due _____________ (hereinafter called the "Senior Notes"),
issued contemporaneously with the bonds of the __________ Series, shall have
been fully or partially paid (other than by the application of the proceeds of a
payment in respect of the bonds of the __________ Series), as the case may be,
or there shall have been deposited with the Senior Note Trustee pursuant to the
Senior Note Indenture trust funds sufficient under such indenture to fully or
partially pay, as the case may be, the corresponding amount then due of
principal of, and/or premium, if any and/or interest on, the Senior Notes (other
than by the application of the proceeds of a payment in respect of the bonds of
the __________ Series).]/7/


    /8/[SECTION 2.  Except as otherwise provided in Section 406 of the
Senior Note Indenture, the registered owner of all bonds of the __________
Series shall be the Senior Note Trustee.]


    /9/[SECTION 2.  Except as otherwise provided in this Section, the
registered owner of all bonds of the ____________ Series shall be Cede & Co., as
nominee of The Depository Trust Company ("DTC").  Payment of interest for any
bonds of the ____________ Series registered in the name of Cede & Co. shall be
made by wire transfer to the account of Cede & Co. on the interest payment date
for such bonds of the ____________ Series at the address indicated for Cede &
Co. in the registration books of the Company kept by the registrar, anything in
the bonds of the ____________ Series to the contrary notwithstanding.

    The bonds of the ____________ Series shall initially be issued in the form
of one or more fully registered global bonds ("Global Bonds") which will have an
aggregate principal amount equal to the bonds of the ____________ Series
represented thereby.  Upon initial issuance, the ownership of the bonds of the
____________ Series shall be registered in the registration books of the Company
kept by the registrar in the name of Cede & Co., as nominee of DTC.  The
Corporate Trustee and the Company may treat DTC (or its nominee) as the sole and
exclusive owner of the bonds of the ____________ Series registered in its name
for the purposes of payment of the principal of, or premium, if any, or interest
on such bonds of the ____________ Series, giving any notice permitted or
required to be given to holders herein, registering the transfer of such bonds
of the ____________ Series, obtaining any consent or other action to be taken by
holders and for all other purposes whatsoever; and neither the Trustees nor the
Company shall be

-------------------
    /6/This paragraph will be included in lieu of the preceding paragraph in a
supplemental indenture relating to the issuance of First Mortgage Bonds which
are designated "_____% Senior Note Series Due __________."

    /7/This paragraph will be included in a supplemental indenture relating to
the issuance of First Mortgage Bonds which are designated "_____% Senior Note
Series Due __________."

    /8/This provision will be inserted in a supplemental indenture relating to
the issuance of First Mortgage Bonds which are designated "_____% Senior Note
Series Due __________."

    /9/This provision may be inserted in any supplemental indenture relating to
the issuance of First Mortgage Bonds which are to be "book-entry" bonds.
<PAGE>

                                       12

affected by any notice to the contrary. Neither the Trustees nor the Company
shall have any responsibility or obligation to any DTC participant, any person
claiming a beneficial ownership interest in bonds of the ____________ Series
registered in the name of Cede & Co. under or through DTC or any DTC
participant, or any other person not shown on the registration books of the
Company kept by the registrar as being a holder with respect to the accuracy of
any records maintained by DTC, Cede & Co., or any DTC participant; the payment
by DTC or any DTC participant to any beneficial owner of any amount in respect
of the principal of, or premium, if any, or interest on the bonds of the
____________ Series registered in the name of Cede & Co.; the delivery to any
DTC participant or any beneficial owner of any notice which is permitted or
required to be given to holders herein; the selection by DTC or any DTC
participant of any person to receive payment in the event of a partial payment
of any bonds of the _____________ Series registered in the name of Cede & Co.;
or any consent given or other action taken by DTC as holder. All principal of,
and premium, if any, and interest on any bonds of the ____________ Series
registered in the name of Cede & Co., shall be paid only to or upon the order of
Cede & Co., as nominee of DTC, and all such payments shall be valid and
effective to fully satisfy and discharge the Company's obligations with respect
to the principal of, and premium, if any, and interest on such bonds of the
____________ Series to the extent of the sum or sums so paid. Upon delivery by
DTC to the Corporate Trustee of written notice to the effect that DTC had
determined to substitute a nominee in place of Cede & Co., as registered owner
of any bonds of the ____________ Series, and subject to the provisions herein
with respect to record dates, the words "Cede & Co." herein shall refer to such
new nominee of DTC with respect to such bonds.

    A Global Bond shall be exchangeable for definitive certificates registered
in the names of persons other than DTC or its nominee only if (i) DTC notifies
the Company that it is unwilling or unable to continue as a depository for such
Global Bond and no successor depository shall have been appointed, or if at any
time DTC ceases to be a clearing agency registered to act as such depository or
(ii) the Company in its sole discretion determines that such Global Bond shall
be so exchangeable.  In any such event, the Company shall issue, register the
transfer of and exchange definitive certificates as requested by DTC in
appropriate amounts and the Company shall be obligated to prepare and deliver,
and the Corporate Trustee shall be obligated to authenticate, definitive
certificates.

    So long as any bonds of the ____________ Series are registered in the name
of Cede & Co., as nominee of DTC, the Company and the Corporate Trustee are
hereby authorized to enter in any arrangements determined necessary or desirable
with DTC in order to effectuate this Section 2 and both of them shall act in
accordance with the Mortgage, as heretofore supplemented, and any such
arrangements.  Without limiting the generality of the foregoing, any such
arrangements may alter the manner of effecting delivery of bonds of the
____________ Series, the transfer of funds for the payment of the bonds of the
____________ Series, and the delivery of notices to DTC.

    In connection with any notice or other communication to be provided to
holders by the Company or the Corporate Trustee with respect to any consent or
other action to be taken by holders, so long as any bonds of the ____________
Series are registered in the name of Cede & Co., as nominee of DTC, the Company
shall establish a record date for such consent or other action and give DTC
notice of such record date not less than 15 calendar days in advance of such
record date.  If a record date is fixed, those persons who were holders at such
record date (or their duly designated proxies), and only those persons, shall be
entitled in consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to be holders
after such record date.  No such consent shall be valid or effective for more
than 90 days after such record date.]

    /10/[SECTION 3. Upon payment of the principal of, and premium if any, and
interest due on the Senior Notes, whether at maturity or prior to maturity by
acceleration, redemption or otherwise, or upon provision for the payment thereof
having been made in accordance with the Senior Note Indenture (other than by the
application of the proceeds of a payment in respect of such Bonds of the ____
Series), Bonds of the _______________ Series in a principal amount equal to the
principal amount of Senior Notes so paid or for which such provision for payment
has been made shall be deemed fully paid, satisfied and discharged and the
obligations of the Company thereunder shall be terminated and such Bonds of the
________________ Series shall be surrendered to and canceled by the Trustees.
From and after the Release Date (as defined in the Senior Note Indenture), the
Bonds of the ____________ Series shall be deemed fully paid, satisfied and
discharged and the obligation of the Company thereunder shall be terminated. On
the Release Date,

-----------------
    /10/This Section will be included in a Supplemental Indenture relating to
the issuance of First Mortgage Bonds which are designated "_____% Senior Note
Series Due __________."
<PAGE>

                                       13

the Bonds of the ____________ Series shall be surrendered to and canceled by the
Trustees in accordance with Section 56 of the Mortgage.

    The Corporate Trustee may conclusively presume that the obligation of the
Company to pay the principal of, and premium, if any, and interest on the bonds
of the __________ Series as the same shall become due and payable shall have
been fully satisfied and discharged unless and until it shall received a written
notice from the Senior Note Trustee, signed by its President, a Vice President
or a Trust Officer, stating that the corresponding payment of principal of or
interest on the Senior Notes has become due and payable and has not been fully
paid and, with respect to principal and premium, if any, of the Senior Notes,
specifying the principal of, and premium, if any, on the Senior Notes then due
and payable and the amount of funds required to make such payment, and, with
respect to interest on the Senior Note, specifying the last date to which
interest has been paid and the amount of funds required to make such payment.]


                                  ARTICLE II

                               DIVIDEND COVENANT

    SECTION 4.  The Company covenants and agrees that, so long as any of the
bonds of the __________ Series remain Outstanding, the Company will not declare
or pay any dividends upon its common stock (other than dividends in common
stock) or make any other distributions on its common stock or purchase or
otherwise retire any shares of its common stock, unless immediately after such
declaration, payment, purchase, retirement or distribution (hereinafter in this
Section referred to as "Restricted Payments"), and giving effect thereto, the
amount arrived at by adding

          (a) the aggregate amount of all such Restricted Payments (other than
    the dividend of fifty cents ($.50) per share declared on December 8, 1948
    and paid on February 1, 1949 to holders of Common Stock) made by the Company
    during the period from December 31, 1948, to and including the effective
    date of the Restricted Payment in respect of which the determination is
    being made, plus

          (b) an amount equal to the aggregate amount of cumulative dividends
    for such period (whether or not paid) on all preferred stock of the Company
    from time to time outstanding during such period, at the rate or rates borne
    by such preferred stock, plus

          (c) an amount equal to the amount, if any, by which fifteen per centum
    (15%) of the Gross Operating Revenues of the Company for such period shall
    exceed the aggregate amount during such period expended and/or accrued on
    its books for maintenance and/or appropriated on its books out of income for
    property retirement, in each case in respect of the Mortgaged and Pledged
    Property and/or automotive equipment used primarily in the electric utility
    business of the Company (but excluding any provisions for amortization of
    any amounts included in utility plant acquisition adjustment accounts or
    utility plant adjustment accounts),

will not exceed the amount of the aggregate net income of the Company for said
period available for dividends (computed and ascertained in accordance with
sound accounting practice, on a cumulative basis, including the making of proper
deductions for any deficits occurring during any part of such period), plus
$3,000,000.

    The Company further covenants and agrees that not later than May 1 of each
year beginning with the year 20__ it will furnish to the Corporate Trustee a
Treasurer's Certificate stating whether or not the Company has fully observed
the restrictions imposed upon it by the covenant contained in this Section 4.

    /11/[SECTION 4.  The Company covenants and agrees, that so long as any of
the bonds of the _____ Series remain Outstanding, the Company will declare and
pay dividends in cash or property on any shares of its common stock only either
(1) out of its Surplus or (2) in case there shall be no Surplus, out of its net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year.  If the Capital of the Company shall have been diminished
by the depreciation in the value of its property, or by losses, or otherwise, to
an amount less than the aggregate amount of the Capital represented by the
issued and outstanding stock of all classes having a preference upon

---------------------
    /11/This provision may be inserted in lieu of Section 4 above.
<PAGE>

                                       14

the distribution of assets of the Company, the Board of Directors shall not
declare and pay out of such net profits any dividends upon any shares of its
common stock until the deficiency in the amount of Capital represented by the
issued and outstanding stock of all classes having a preference upon the
distribution of assets shall have been repaired.

    The term "Capital" shall mean that part of the consideration received by the
Company for any shares of its capital stock which has been determined by a Board
Resolution to be capital, or, if the Board of Directors shall not have so
determined, "Capital" shall mean an amount equal to the aggregate par value of
shares having a par value, plus the amount of consideration for such shares
without par value.

    The term "Surplus" shall mean the excess of the net assets of the Company
over its Capital.]


                                  ARTICLE III

              CERTAIN PROVISIONS WITH RESPECT TO FUTURE ADVANCES

    SECTION 5.  Upon the filing of this __________ Supplemental Indenture for
record in all counties in which the Mortgaged and Pledged Property is located,
and until a further indenture or indentures supplemental to the Mortgage shall
be executed and delivered by the Company to the Trustees pursuant to
authorization by the Board of Directors of the Company and filed for record in
all counties in which the Mortgaged and Pledged Property is located further
increasing or decreasing the amount of future advances which may be secured by
the Mortgage, as supplemented, the Mortgage, as supplemented, may secure future
advances and other indebtedness and sums not to exceed in the aggregate
$__________, in addition to $__________ in aggregate principal amount of bonds
to be Outstanding at the time of such filing, and all such advances and other
indebtedness and sums shall be secured by the Mortgage, as supplemented,
equally, to the same extent and with the same priority, as the amount originally
advanced on the security of the Mortgage, namely, $46,000,000, and such advances
and other indebtedness and sums may be made or become owing and may be repaid
and again made or become owing and the amount so stated shall be considered only
as the total amount of such advances and other indebtedness and sums as may be
outstanding at one time.


                                /12/[ARTICLE IV

               RESERVATION OF RIGHTS TO AMEND CERTAIN PROVISIONS
                                OF THE MORTGAGE

    SECTION 6.  The Company reserves the right, without any consent or other
action by holders of bonds of the _________ Series or of any subsequently
created series to amend the Mortgage, as heretofore amended and supplemented, as
follows:

    To amend subdivision (b) of clause (B) of Section 4 of the Mortgage by
adding the following words at the beginning thereof:

          "ten-sevenths of"

    SECTION 7.  The Company reserves the right, without any consent or other
action by holders of bonds of the __________ Series or of any subsequently
created series to amend the Mortgage, as heretofore amended and supplemented, as
follows:

    To amend the second and third lines of clause (A) of Section 7 of the
Mortgage by replacing the phrase "within the fifteen (15) calendar months" with
the phrase "within the eighteen (18) calendar months".

------------------
    /12/Any of the provisions contained in this Article IV may be inserted in
any subsequent supplemental indenture.
<PAGE>

                                       15

    SECTION 8.  The Company reserves the right, without any consent or other
action by holders of bonds of the ___________ Series or any subsequently created
series to amend the Mortgage, as heretofore amended and supplemented, as
follows:

    To amend the excepted property clause on page 121 of the Mortgage by
deleting the word "and" at the end of subdivision (3) and adding a subdivision
(5) immediately after the phrase "ordinary course of its business;" to read as
follows:

          and "(5) any property which does not constitute Property Additions,
    Funded Property or Funded Cash, as hereinafter defined;"

    SECTION 9.  The Company reserves the right, without any consent or other
action of holders of bonds of the __________ Series or of any subsequently
created series to amend the Mortgage, as heretofore amended and supplemented, as
follows:

    To eliminate subsection III of Section 38.

    SECTION 10.  The Company reserves the right, without any consent or other
action by holders of bonds of the __________ Series or of any subsequently
created series, to amend the Mortgage, as heretofore amended and supplemented,
as follows:

    To amend subsection 3(a) of Section 59 of the Mortgage to read as follows:

          "(a) a Treasurer's Certificate describing in reasonable detail the
    property to be released and requesting such release;

    To amend subsection 3(b) of Section 59 of the Mortgage to read as follows:

          "(b) (i) the Fair Value and (ii) the Cost (or as to Property Additions
    constituting Funded Property of which the Fair Value to the Company at the
    time the same became Funded Property was less than the Cost as determined
    pursuant to Section 4 hereof, then such Fair Value in lieu of Cost), in the
    opinion of the signers, of the property to be released; and the Cost (or as
    to Property Additions constituting Funded Property of which the Fair Value
    to the Company at the time the same became Funded Property was less than the
    Cost as determined pursuant to Section 4 hereof, then such Fair Value in
    lieu of Cost), in the opinion of the signers, of any portion thereof that is
    Funded Property;"

    To amend the first six lines of subsection (4) of Section 59 of the Mortgage
to read as follows:

          "(4) an amount in cash, to be held by the Corporate Trustee as part of
    the Mortgaged and Pledged Property, equivalent to the amount, if any, by
    which the Cost (or as to Property Additions constituting Funded Property of
    which the Fair Value to the Company at the time the same became Funded
    Property was less than the Cost as determined pursuant to Section 4 hereof,
    then such Fair Value in lieu of Cost) of the property to be released, as
    specified in the Engineer's Certificate provided for in subdivision (3)
    above, exceeds the aggregate of the following items:"

    To amend the first sentence of subsection (4)(c) of Section 59  of the
Mortgage by adding the following words at the beginning thereof:

          "an amount equal to ten-sevenths of"

    To amend Section 60 of the Mortgage by inserting "(I)" before the word
"Unless" in the first line thereof, and by adding the following subsection (II)
at the end of Section 60;
<PAGE>

                                       16

          "(II) Unless the Company is in default in the payment of the interest
     on any bonds then Outstanding hereunder or one or more of the Defaults
     defined in Section 65 hereof shall have occurred and be continuing, the
     Company may obtain the release of any of the Mortgaged and Pledged Property
     that is not Funded Property, except cash then held by the Corporate Trustee
     (provided, however, that Prior Lien Bonds deposited with the Corporate
     Trustee shall not be released or surrendered except as provided in Article
     IX hereof and obligations secured by purchase money mortgage deposited with
     the Corporate Trustee shall not be released except as provided in Section
     61 hereof), and the Corporate Trustee shall release all its right, title
     and interest in and to the same from the Lien hereof upon application of
     the Company and receipt by the Corporate Trustee of the following (in lieu
     of complying with the requirements of Section 59 hereof):

          (1)  a Treasurers' Certificate describing in reasonable detail the
     property to be released and requesting such release, and stating:

               (a)  that the Company is not in default in the payment of
          interest on any bonds then Outstanding hereunder and that no Default
          has occurred and is continuing;

               (b)  that the property to be released is not Funded Property; and

               (c)  that (except in any case where a governmental body or agency
          has exercised a right to order the Company to divest itself of such
          property) such release is in the opinion of the signers desirable in
          the conduct of the business of the Company;

          (2)  an Engineer's Certificate, made and dated not more than ninety
     (90) days prior to the date of such application, stating:

               (a)  a description of the property to be released;

               (b)  the Fair Value, in the opinion of the signers, of the
          property (or securities) to be released;

               (c)  that in the opinion of the signers such release will not
          impair the security under this Indenture in contravention of the
          provisions hereof; and

               (d)  that the Company has Property Additions constituting
          property that is not Funded Property (not including any Property
          Additions then being released) of a Cost or Fair Value to the Company
          (whichever is less) of not less than one dollar ($1) (after making any
          deductions and any additions pursuant to the provisions of Section 4
          hereof) after deducting the Cost of the property then being released;
          and

          (3)  an Opinion of Counsel stating the signer's opinion to the effect
     that on the delivery to the corporate Trustee of the certificates, if any,
     and documents specified in such Opinion of Counsel, the conditions
     precedent provided for in this Indenture relating to the release of the
     property in question have been complied with; and  in case the Corporate
     Trustee is requested to release any franchise, further stating that in such
     signer's opinion such release will not impair to any material extent the
     right of the Company to operate any of its remaining properties."

     SECTION 11.  The Company reserves the right, without action of holders of
bonds of _____ Series or of any subsequently created series to make such
amendments to the Mortgage as heretofore amended and supplemented, and as it may
be amended pursuant to the Thirteenth Supplemental Indenture, as shall be
necessary in order to amend the indicated Sections of the Mortgage, as such
Sections are then in effect, to read as follows:

          "SECTION 112.  The holders of (a) a majority in principal amount of
the bonds Outstanding hereunder when such meeting is held or (b) if the action
proposed at said meeting adversely affects solely  the rights of the holders of
one or more, but less than all, series of bonds then Outstanding, then only a
majority in principal amount
<PAGE>

                                       17

of those bonds then Outstanding so to be adversely affected must be present at
such meeting in person or by proxy in order to constitute a quorum for the
transaction of business, less than a quorum, however, having power to adjourn.

          "SECTION 113.  Subject to the provisions of Section 80 hereof, any
modification or alteration of this Indenture (including any indentures
supplemental hereto) and/or of the rights and obligations of the Company and/or
the rights of the holders of bonds and/or coupons issued hereunder in any
particular (including but not limited to the waiver of any past Default,  as
defined in Section 65 hereof, or other default, and its consequences), may be
made at a meeting of bondholders duly convened and held in accordance with the
provisions of this Article, by resolution duly adopted (a) by the affirmative
vote of the holders of a majority or more in principal amount of the bonds
Outstanding hereunder, or (b) if the rights of one or more, but less than all,
series of bonds then Outstanding are to be adversely affected by action taken at
such meeting, then only by affirmative vote of the holders of a majority in
principal amount of those bonds so to be adversely affected and Outstanding
hereunder when such meeting is held, considered as one class, and in every case
approved by Resolution of the Board of Directors of the Company, as herein
specified; provided, however, that no such modification or alteration shall,
without the consent of the holder of any bond issued hereunder affected thereby,
(1) impair or affect the right of such holder to receive payment of the
principal of (and premium, if any) and interest on such bond, on or after the
respective due dates expressed in such bond, or to institute suit for the
enforcement of any such payment on or after such respective dates, or (2) permit
the creation of any lien ranking prior to, or on a parity with, the Lien of this
Indenture with respect to any of the Mortgaged and Pledged Property, or (3)
permit the deprivation of any non-assenting bondholder of a lien upon the
Mortgaged and Pledged Property for the security of his bonds (subject only to
the lien of taxes, assessments or governmental charges not then delinquent and
to any mortgage or other liens existing upon such property which are prior
hereto at the date of the calling of any such bondholders' meeting), or (4)
permit the reduction of the percentage required by the provisions of this
Section for the taking of any action under this Section with respect to any bond
Outstanding hereunder.  For all purposes of this Article, the Trustees, subject
to the provisions of Sections 88 and 89 hereof, shall be entitled to rely upon
an Opinion of Counsel with respect to the extent, if any, as to which any action
taken at such meeting affects the rights under this Indenture or under any
indenture supplemental hereto of any holders of bonds then Outstanding
hereunder.

          "Except for the purpose of waiving any past Default, as defined in
Section 65 hereof, and its consequences, in which event the provisions of
Section 71 hereof shall be applicable, bonds owned and/or held by and/or for
account of and/or for the benefit or interest of the Company, or any corporation
of which the Company shall own twenty-five per centum (25%) or more of the
outstanding voting stock, shall not be deemed Outstanding for the purpose of any
vote or of any calculation of bonds Outstanding in this Article XVIII provided
for, except that, for the purpose of determining whether the Trustees shall be
protected in relying on any such vote or calculation, only bonds which the
Trustees, or either of them, know are so owned and/or held, shall be excluded.

          "SECTION 116.  (A) Anything in this Article contained to the contrary
notwithstanding, the Corporate Trustee shall accept the written consent (in any
number of instruments of similar tenor executed by bondholders or by their
attorneys appointed in writing) of the holders of a majority or more in
principal amount of the bonds Outstanding hereunder, or if the rights of one or
more, but less than all, series of bonds then Outstanding are to be adversely
affected by action taken pursuant to such consent, then the Corporate Trustee
shall accept the written consent of the holders of a majority in principal
amount of only such bonds so to be adversely affected and Outstanding hereunder
(at the time the last such needed consent is delivered to the Corporate Trustee)
in lieu of the holding of a meeting pursuant to this Article and in lieu of all
action at such a meeting and with the same force and effect as a resolution duly
adopted in accordance with the provisions of Section 113 hereof.

          "(B)  Instruments of consent shall be witnessed or in the alternative
may (a) have the signature guaranteed by a bank or trust company or a registered
dealer in securities, (b) be acknowledged before a Notary Public or other
officer authorized to take acknowledgments, or (c) have their genuineness
otherwise established to the satisfaction of the Corporate Trustee.
<PAGE>

                                       18

          "The amount of bonds payable to bearer, and the series and serial
numbers thereof, held by a person executing an instrument of consent (or whose
attorney has executed an instrument of consent in his behalf), and the date of
his holding the same, may be proved either by exhibiting the bonds themselves to
the Corporate Trustee or by a certificate executed (i) by any bank, or trust or
insurance company organized under the laws of the United States of America or of
any state thereof, (ii) by any trustee, secretary, administrator or other proper
officer of any pension, welfare, hospitalization or similar fund, (iii) by the
United States of America, any Territory thereof, the District of Columbia, any
State of the United States, any municipality in any State or Territory of the
United States or any public instrumentality of the United States, any State or
Territory, or (iv) by any other person or corporation satisfactory to the
Corporate Trustee.  A bondholder in any of the foregoing categories may sign a
certificate in his own behalf.

          "Each such certificate shall be dated and shall state in effect that
as of the date thereof a coupon bond or bonds of a specified series and bearing
a specified serial number or numbers was deposited with or exhibited to the
signer of such certificate.  The holding by the person named in any such
certificate of any bond specified therein shall be presumed to continue unless
(1) any certificate bearing a later date issued in respect of the same bond
shall be produced, (2) the bond specified in such certificate (or any bond or
bonds issued in exchange or substitution for such bond) shall be produced by
another holder, or (3) the bond specified in such certificate shall be
registered as to principal or shall have been surrendered in exchange for a
fully registered bond registered in the name of another holder.  The Corporate
Trustee may nevertheless in its discretion require further proof in cases where
it deems further proof desirable.  The ownership of registered bonds shall be
proved by the registry books.

          "(C)  Until such time as the Corporate Trustee shall receive the
written consent of the necessary per centum in principal amount of the bonds
required by the provisions of subsection (A) above for action contemplated by
such consent, any holder of a bond, the serial number of which is shown by the
evidence to be included in the bonds the holders of which have consented to such
action, may, by filing written notice with the Corporate Trustee at its
principal office and upon proof of holding as provided in subsection (B) above,
revoke such consent so far as it concerns such bond.  Except as aforesaid, any
such consent shall be conclusive and binding upon such holder and upon all
future holders of such bond (and any bond issued in lieu thereof or exchanged
therefor), irrespective of whether or not any notation of such consent is made
upon such bond, and in any event any action taken by the holders of the
percentage in aggregate principal amount of the bonds specified in subsection
(A) above in connection with such action shall, subject to the provisions of the
last sentence of Section 114 hereof, be conclusively binding upon the Company,
the Trustees and the holders of all the bonds."]


                                  ARTICLE IV

                           MISCELLANEOUS PROVISIONS

     SECTION 12.  Subject to any amendments provided for in this __________
Supplemental Indenture, the terms defined in the Mortgage, as heretofore
supplemented, shall, for all purposes of this __________ Supplemental Indenture,
have the meanings specified in the Mortgage, as heretofore supplemented.

     /13/[SECTION 13.  The provisions of the third and fourth paragraphs of
Section 64 of the Mortgage with reference to the bonds of the First Series
(therein called "1965 Series") shall also be deemed to apply separately to the
bonds of the ___________ Series to the same extent as if such paragraphs had
been repeated in said Section 64 with the words "___________ Series" substituted
therein wherever the figure and word "1965 Series" occur.]

     SECTION 14.  The Trustees hereby accept the trusts herein declared,
provided, created or supplemented and agree to perform the same upon the terms
and conditions herein and in the Mortgage, as heretofore supplemented, set forth
and upon the following terms and conditions:

          The Trustees shall not be responsible in any manner whatsoever for or
     in respect of the validity or sufficiency of this __________ Supplemental
     Indenture or for or in respect of the recitals contained herein, all of
     which recitals are made by the Company solely. In general each and every
     term and condition contained in Article XVI of the Mortgage shall apply to
     and form part of this __________ Supplemental Indenture with the

/13/ This provision may be inserted in any subsequent supplemental indenture.
<PAGE>

                                       19

     same force and effect as if the same were herein set forth in full with
     such omissions, variations and insertions, if any, as may be appropriate to
     make the same conform to the provisions of this __________ Supplemental
     Indenture.

     SECTION 15.  Subject to the provisions of Article XV and Article XVI of the
Mortgage, whenever in this __________ Supplemental Indenture either of the
parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this __________ Supplemental Indenture contained by or on behalf of the Company
or by or on behalf of the Trustees shall bind and inure to the benefit of the
respective successors and assigns of such parties whether so expressed or not.

     SECTION 16.  Nothing in this __________ Supplemental Indenture, expressed
or implied, is intended, or shall be construed, to confer upon, or to give to,
any person, firm or corporation, other than the parties hereto and the holders
of the Outstanding bonds and coupons, any right, remedy or claim under or by
reason of this __________ Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this __________ Supplemental Indenture
contained by or on behalf of the Company shall be for the sole and exclusive
benefit of the parties hereto, and of the holders of the Outstanding bonds and
coupons.

     SECTION 17.  This __________ Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
<PAGE>

                                       20

     IN WITNESS WHEREOF, Carolina Power & Light Company has caused its corporate
name to be hereunto affixed, and this instrument to be signed and sealed by its
President or one of its Vice Presidents or its Treasurer and its corporate seal
to be attested by its Secretary or one of its Assistant Secretaries, and The
Bank of New York has caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by one of its Vice Presidents or Assistant
Vice Presidents, and its corporate seal to be attested by one of its Assistant
Vice Presidents or Assistant Secretaries and Douglas J. MacInnes has hereunto
set his hand and affixed his seal, all as of the day and year first above
written.

                                    Carolina Power & Light Company



                                    By..........................................
                                                      _____________

Attest:


 .............................
    ___________________



Executed, sealed and delivered by
  CAROLINA POWER & LIGHT
  COMPANY in the presence of:

 .............................
    __________________


 .............................
    _________________



                      (Trustees' Signature Page Follows)
<PAGE>

                                       21

                           Trustees' Signature Page

       __________ Supplemental Indenture, dated as of __________, 20__,
            to Mortgage and Deed of Trust, dated as of May 1, 1940



                                                  The Bank of New York,
                                                   as Trustee



                                                  By........................
                                                    ________________________


Attest:



 .............................
    ___________________


                                                  ...................... (L. S.)
                                                    Douglas J. MacInnes


Executed, sealed and delivered
  by The Bank of New York
  and Douglas J. MacInnes
  in the presence of:


 .............................
      _____________


 .............................
      _____________
<PAGE>

                                       22

STATE OF NORTH CAROLINA  )
                         )  SS.:
COUNTY OF WAKE           )

     This ____ day of _____, A.D. 20__, personally came before me, ____________,
a Notary Public in and for the County aforesaid, _________________, who, being
by me duly sworn, says that she is the _________ of CAROLINA POWER & LIGHT
COMPANY, and that the seal affixed to the foregoing instrument in writing is the
corporate seal of said company, and that said writing was signed and sealed by
her in behalf of said corporation by its authority duly given. And the said
_____________ acknowledged the said writing to be the act and deed of said
corporation.

     On the ____ day of _____, in the year of 20__, before me personally came
_________, to me known, who, being by me duly sworn, did depose and say that she
resides at ____________________________, State of North Carolina; that she is
the _________ of CAROLINA POWER & LIGHT COMPANY, one of the corporations
described in and which executed the above instrument; that she knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that she signed her name thereto by like order.

                                        .............................
                                                  __________________
                                        Notary Public, State of North Carolina
                                                   Wake County
                                        My Commission Expires _____________

STATE OF NORTH CAROLINA  )
                         )  SS.:
COUNTY OF WAKE           )

     Personally appeared before me __________________, who being duly sworn,
says that she saw the corporate seal of CAROLINA POWER & LIGHT COMPANY affixed
to the above written instrument, and that she also saw _________________, the
_________, with ________________, an Assistant Secretary, of said CAROLINA POWER
& LIGHT COMPANY, sign and attest the same, and that she, deponent, with
_______________, witnessed the execution and delivery thereof as the act and
deed of said CAROLINA POWER & LIGHT COMPANY.

                                                 .......................
                                                    __________________

Sworn to before me this
____ day of _____, 20__

 .....................................
           __________________
  Notary Public, State of North Carolina
    Wake County
    My Commission Expires ____ __, ____
<PAGE>

                                       23

STATE OF NEW YORK  )
                   ) SS.:
COUNTY OF NEW YORK )

          This ____ day of _____, A.D. 20__, personally came before me,
_____________, a Notary Public in and for the County aforesaid,
_________________, who, being by me duly sworn, says that he is an Assistant
Vice President of THE BANK OF NEW YORK, and that the seal affixed to the
foregoing instrument in writing is the corporate seal of said company, and that
said writing was signed and sealed by him in behalf of said corporation by its
authority duly given.  And the said _________________ acknowledged the said
writing to be the act and deed of said corporation.

          On the ____ day of _____, in the year 20__, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he resides in ________, ________; that he is an Assistant Vice President of
THE BANK OF NEW YORK, one of the corporations described in and which executed
the above instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he signed his name
thereto by like order.

          I, ______________, a Notary Public in and for the County aforesaid, do
hereby certify that DOUGLAS J. MacINNES personally appeared before me this day
and acknowledged the due execution by him as successor Individual Trustee of the
foregoing instrument.

          On the ____ day of _____, 20__, before me personally came DOUGLAS J.
MacINNES, to me known to be the person described in and who executed the
foregoing instrument and acknowledged that he, as successor Individual Trustee,
executed the same.

          WITNESS my hand and official seal this ____ day of _____, 20__.



                                         ..............................
                                                   ______________
                                        NOTARY PUBLIC, State of New York
                                                    No. _______
                                            Qualified in ______ County
                                        Certificate filed in New York County
                                            Commission Expires ___ __, 20__
<PAGE>

                                       24

STATE OF NEW YORK  )
                   ) SS.:
COUNTY OF NEW YORK )

          Personally appeared before me ______________________, who, being duly
sworn, says that she saw the corporate seal of THE BANK OF NEW YORK affixed to
the above written instrument and that she also saw _________________, an
Assistant Vice President, with _____________, an Assistant Secretary, of said
THE BANK OF NEW YORK, sign and attest the same, and that she, deponent, with
______________, witnessed the execution and delivery thereof as the act and deed
of said THE BANK OF NEW YORK.

          Personally appeared before me ______________________, who, being duly
sworn, says that she saw the within named DOUGLAS J. MacINNES, as successor
Individual Trustee, sign, seal and as his act and deed deliver the foregoing
instrument for the purposes therein mentioned, and that she, deponent, with
______________, witnessed the execution thereof.



                                        .................................
                                                  ______________



Sworn to before me this
____ day of _____, 20__

 .....................................
           __________________
     Notary Public, State of New York
               No. _____
        Qualified in ______ County
     Certificate filed in New York County
     Commission Expires ____________