Exhibit 10b(10)
                                                                EXECUTION COPY


                                    AMENDMENT

                           Dated as of March 11, 2005


To the Lenders parties to the Credit Agreement
and the Administrative Agent referred to below


Ladies and Gentlemen:

     Reference is made to the Credit Agreement,  dated as of August 5, 2004 (the
"Credit Agreement"),  among Progress Energy, Inc. (the "Borrower"),  the lenders
parties thereto and Citibank,  N.A., as  Administrative  Agent  ("Administrative
Agent"). Capitalized terms used herein and not otherwise defined herein have the
meanings given such terms in the Credit Agreement.  The Borrower hereby requests
that the Credit Agreement be amended as provided below.

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

     (a)  Subsection (j) of Section 5.01 is amended and restated in its entirety
to read as follows:

          "(j) Indebtedness to Total  Capitalization.  Maintain,  at all times a
     ratio of Consolidated  Indebtedness of the Borrower and its Subsidiaries to
     Total Capitalization of not more than .68:1.0."

     Section 2. Conditions to  Effectiveness.  Section 1 of this Amendment shall
be effective as of the date hereof when and if (i) the Borrower and the Majority
Lenders shall have executed and delivered to the  Administrative  Agent executed
counterparts  of this  Amendment,  (ii)  the  Borrower  shall  have  paid to the
Administrative  Agent,  for the account of each Lender that shall have  executed
and delivered to the Administrative  Agent a counterpart of this Amendment on or
before 5:00 pm (New York City time) on Friday,  March 11, 2005, an amendment fee
of $3,500,  and (iii) the  representations  and  warranties  of the Borrower set
forth in  Section 3 below  shall be true and  correct  on and as of such date of
effectiveness as though made on and as of such date.

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

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

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

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

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

     If you consent and agree to the foregoing, please evidence such consent and
agreement by executing and returning four (4)  counterparts of this Amendment to
King & Spalding  LLP,  1185 Avenue of the  Americas,  New York,  New York 10036,
Attention:  Elizabeth T. Wubneh (fax no.  212-556-2222) no later than 5:00 p.m.,
New York City time, on Friday, March 11, 2005.


                                      Very truly yours,

                                      PROGRESS ENERGY, INC.


                                      By
                                         -------------------------------
                                      Name:
                                      Title:


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                                                                               3


The undersigned hereby consent
and agree to the foregoing:


CITIBANK, N.A.


By
   -----------------------------------------
     Name:
     Title:



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                                                                               4


JPMORGAN CHASE BANK


 By
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     Name:
     Title:


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                                                                               5


SUNTRUST BANK


 By
   -----------------------------------------
      Name:
      Title:


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                                                                               6


BANK OF AMERICA, N.A.


 By
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      Name:
      Title:



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                                                                               7


BANK OF TOKYO-MITSUBISHI
TRUST COMPANY


 By
   -----------------------------------------
      Name:
      Title:


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                                                                               8


BARCLAYS BANK PLC


 By
   -----------------------------------------
      Name:
      Title:


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                                                                               9


THE ROYAL BANK OF SCOTLAND PLC


 By
   -----------------------------------------
      Name:
      Title:



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                                                                              10


BNP PARIBAS


By
   -----------------------------------------
      Name:
      Title:



By
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      Name:
      Title:



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                                                                              11


CALYON NEW YORK BRANCH


By
   -----------------------------------------
      Name:
      Title:




By
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      Name:
      Title:


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                                                                              12


DEUTSCHE BANK AG, NEW YORK BRANCH


By
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      Name:
      Title:


By
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      Name:
      Title:


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                                                                              13


LEHMAN BROTHERS BANK, FSB


By
   -----------------------------------------
      Name:
      Title:




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                                                                              14


UBS LOAN FINANCE LLC


By
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      Name:
      Title:



By
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      Name:
      Title:


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                                                                              15


WACHOVIA BANK, N.A.


By
   -----------------------------------------
      Name:
      Title:



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                                                                              16


WILLIAM STREET COMMITMENT
CORPORATION


By
   -----------------------------------------
      Name:
      Title:



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                                                                              17


SUMITOMO MITSUI BANKING
CORPORATION


By
   -----------------------------------------
      Name:
      Title:



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                                                                              18


THE BANK OF NEW YORK


By
   -----------------------------------------
      Name:
      Title:



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                                                                              19


UFJ BANK


By
   -----------------------------------------
      Name:
      Title:



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                                                                              20


MELLON BANK, N.A.


By
   -----------------------------------------
      Name:
      Title: