Exhibit
3b(2)





B Y - L A W
S




of




CAROLINA POWER
& LIGHT COMPANY




Raleigh, North
Carolina






(As Amended
September 17, 2007)




Meetings of Stockholders




Section
1.  The annual meeting of the stockholders of the Company shall be
held at the principal office of the Company, on the second Wednesday of May in
each year, if not a legal holiday, and if a legal holiday, then on the next day
not a legal holiday, at ten o'clock A.M., or at such other date, or hour, or at
such other place within or without the State of North Carolina as stated in the
notice of the meeting as the Board of Directors may determine.





Section
2.  Special meetings of the stockholders of the Company may be held
upon call by a majority of the Board of Directors or of the Executive Committee,
or by the Chairman of the Board, or by the President of the Company, at the
principal office of the Company or at such other place within or without the
State of North Carolina, and at such time, as may be stated in the call and
notice.





Section
3.  Written notice of the time and place of every meeting of
stockholders may be given, and shall be deemed to have been duly given, by
mailing the same at least ten, but not more than sixty, days prior to the
meeting, to each stockholder of record, entitled to vote at such meeting, and
addressed to him at his address as it appears on the records of the Company,
with postage thereon prepaid.  Notice may also be given by any other
lawful means.





Section
4.  In accordance with Section 55-7-20 of the General Statutes of
North Carolina, the Company, or an officer having charge of the record of
stockholders of the Company, shall prepare a list of stockholders which shall be
available for inspection by stockholders, or their agents or
attorneys.





Section
5.  The holders of a majority of the stock of the Company having
voting powers must be present in person or represented by proxy at each meeting
of the stockholders to constitute a quorum; absent such quorum, the meeting may
be adjourned by a majority of shares voting on a motion to
adjourn.  If such adjournment is for less than thirty days, notice
other than announcement at the meeting need not be given.  At any
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the original
meeting.





Section
6. (a)  When a quorum is present at any meeting, the vote of the
holders of a majority of the outstanding stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express





provision
of any applicable statute or of the Charter a different vote is required, in
which case such express provision shall govern and control the decision of such
question.





(b)  To
be properly brought before a meeting of shareholders, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors or (iii) otherwise
properly brought before an annual meeting by a shareholder of the Company who
was a shareholder of record at the time of the giving of notice provided for in
Section 3 of these By-Laws and who is entitled to vote at the
meeting.  In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a shareholder, the
shareholder must give timely notice of the proposal in writing to the Secretary
of the Company.  To be timely, a shareholder’s notice must be received
by the Secretary of the Company at the principal executive offices of the
Company not later than the close of business on the 60th day
prior to the first anniversary of the immediately preceding year’s annual
meeting.  In no event shall the public announcement of an adjournment
or postponement of an annual meeting or the fact that an annual meeting is held
after the anniversary of the preceding annual meeting commence a new time period
for the giving of a shareholder notice as described above.  A
shareholder’s notice shall set forth as to each matter the shareholder proposes
to bring before the meeting (i) a brief description of the business desired to
be brought before the annual meeting, including the complete text of any
resolutions to be presented at the annual meeting with respect to such business,
(ii) the reasons for conducting such business at the annual meeting, (iii) the
name and address of record of the shareholder and the beneficial owner, if any,
on whose behalf the proposal is made, (iv) the class and number of shares of the
Company which are owned by the shareholder and such beneficial owner, (v) a
representation that the shareholder is a holder of record of shares of the
Company entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to propose such business, and (vi) any material interest of
the shareholder and such beneficial owner in such business.





In the
event that a shareholder attempts to bring business before a meeting without
complying with the procedures set forth in this Section 6(b), such business
shall not be transacted at such meeting.  The Chairman of the Board of
Directors, or any other individual presiding over the meeting pursuant to
Section 8 of these By-Laws, shall have the power and duty to determine whether
any proposal to bring business before the meeting was made in accordance with
the procedures set forth in this Section 6(b), and, if any business is not
proposed in compliance with this Section, to declare that such defective
proposal shall be disregarded and that such proposed business shall not be
transacted at such meeting.





Section
7.  The Board of Directors in advance of any meeting of stockholders
may appoint two voting inspectors to act at any such meeting or adjournment
thereof.  If they fail to make such appointment, or if their
appointees or any of them fail to appear at the meeting of stockholders, the
chairman of the meeting may appoint such inspectors or any inspector to act at
that meeting.





Section
8.  Meetings of the stockholders shall be presided over by the
Chairman of the Board of Directors, or, if he is not present, the President, or,
if the President is not present, a Vice President, or if neither of said
officers is present, by a chairman pro tem to be elected at the
meeting.  The




2
 
  Secretary
of the Company shall act as secretary of such meetings, if present, but if not
present, some person shall be appointed by the presiding officer to act during
the meeting.





Section
9.  Each holder of Preferred Stock and/or Common Stock shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of such stock held by such stockholder.  Except where the
transfer books of the Company have been closed or a date has been fixed as a
record date for the determination of its stockholders entitled to vote, no share
of stock shall be voted at any election for directors which has been transferred
on the books of the Company within twenty days next preceding such election of
directors.





Directors and Meetings of
Directors




Section
10. (a)  The number of directors of the Company shall not be less than
eleven (11) nor more than fifteen (15).  The authorized number of
directors, within the limits above specified, shall be determined by the
affirmative vote of a majority of the whole board given at any regular or
special meeting of the Board of Directors, provided that, the number of
directors shall not be reduced to a number less than the number of directors
then in office unless such reduction shall become effective only at and after
the next ensuing meeting of the shareholders for the election of
directors.  This subsection (a) was adopted by the stockholders of the
Company.


(b)
Anyemployee of the
Company or any of its affiliates who currently serves, or who is, in the future,
elected to serve on the Board of Directors of the Company must remain anemployee of the Company
or one of its affiliates in order to be qualified to serve on the Board of
Directors.  The term of any such Director’s service on the Board will
terminate immediately upon termination of his or her employment with the Company
and its affiliates.





(c)
The directors shall appoint from among their number a Chairman, who shall serve
at the pleasure of the Board.  Members of the Board of Directors of
the Company who are full-time employees of the Company shall retire from the
Board upon their retirement from employment or upon attaining the age of 65
years, whichever occurs first; provided, however, that the Chairman of the
Board, if then a full-time employee of the Company, shall be eligible to
continue as a member of the Board until the first Annual Meeting of Shareholders
occurring at least one year after retirement from employment or after attaining
the age of 65 years, whichever occurs first, if so requested to remain by the
Board.  Those persons who are not employed full-time by the Company
shall not be eligible for election as a Director in any calendar year (or
subsequent year) in which he or she has reached or will reach the age of 73
years, unless requested by the Chairman of the Board and approved on an annual
basis by the full Board.  Otherwise, any Director who reaches the age
of 73 during a term of office shall resign as of the first day of the month so
following unless otherwise determined by the Board.





(d) The
election of directors shall be held at the annual meeting of
stockholders.  The directors, other than those who may be elected
under circumstances specified in the Company's Restated Charter, as it may be
amended, by the holders of any class of stock having a preference over the
Common Stock as to dividends or in liquidation, shall be classified into three
classes, as nearly equal in number as possible.  The initial terms of
directors first elected or re-elected by the




3
 
  stockholders
on the date this amendment to the By-Laws is adopted shall be for the following
terms of office:







Class
      I:
            One
      yearClass
      II:
            Two
      yearsClass
      III:
            Three years











and until
their successors shall be elected and shall qualify.  Upon the
expiration of the initial term specified for each class of directors their
successors shall be elected for three-year terms or until such time as their
successors shall be elected and qualified.  In the event of any
increase or decrease in the number of directors, the additional or eliminated
directorships, shall be classified or chosen so that all classes of directors
shall remain or become equal in number, as nearly as possible.  This
subsection (d) was adopted by the stockholders of the Company.





(e)  Subject
to the rights of holders of any securities or obligations of the Company
conferring special rights regarding election of directors, nominations for the
election of directors shall be made by the Board of Directors or by any
shareholder entitled to vote in elections of directors; provided however, that
any shareholder entitled to vote in the election of directors may nominate one
or more persons for election as directors only at an annual meeting and if
written notice of such shareholder’s intent to make such nomination or
nominations has been received, either by personal delivery or by United States
registered or certified mail, postage prepaid, by the Secretary of the Company
at the principal executive offices of the Company not later than the close of
business on the 120th
calendar day before the date of the Company’s proxy statement released to
shareholders in connection with the previous year’s annual
meeting.  In no event shall the public announcement of an adjournment
or postponement of an annual meeting commence a new time period for the giving
of a shareholder’s notice as described above.  Each notice shall set
forth (i) the name and address of record of the shareholder who intends to
make the nomination, the beneficial owner, if any, on whose behalf the
nomination is made and of the person or persons to be nominated, (ii) the
class and number of shares of the Company that are owned by the shareholder and
such beneficial owner, (iii) a representation that the shareholder is a
holder of record of shares of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice, (iv) a description of all arrangements,
understandings or relationships between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder, and (v) such
other information regarding each nominee proposed by such shareholder as would
be required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required to be disclosed,
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors,
and shall include a consent signed by each such nominee to serve as a director
of the Company if so elected.  In the event that a shareholder
attempts to nominate any person without complying with the procedures set forth
in this Section 10 (e), such person shall not be nominated and shall not
stand for election at such meeting.  The Chairman of the Board of
Directors, or any other individual presiding over the meeting pursuant to
Section 8 of these By-Laws, shall have the power and duty to determine
whether a nomination proposed to be brought before the meeting was made in
accordance with the procedures set forth in this Section 10 (e) and, if any
proposed




4








Section
11.  In case of any vacancy in the number of directors through death,
resignation, disqualification, increase in the number of directors or other
cause, the remaining directors present at the meeting, by affirmative vote of a
majority thereof, though less than a quorum, may elect a successor to hold
office until the next shareholders' meeting at which directors are elected and
until the election of his successor.





Section
12.  Regular meetings of
the Board of Directors shall be held at times fixed by resolution of the Board,
and special meetings may be held upon the written call of the Executive
Committee, or by the Chairman of the Board, or by the President or by any two
directors; and the Secretary or officer performing his duties shall give
reasonable notice of all meetings of directors; provided, that a meeting may be
held without notice immediately after the annual election, and notice need not
be given of regular meetings held at times fixed by resolution of the
Board.  Meetings may be held at any time without notice if all the
directors are present, or if those not present waive notice either before or
after the meeting.  All regular and special meetings shall be held at
the principal offices of the Company, provided that the Board, from time to
time, may order that any meeting be held elsewhere within or without the State
of North Carolina.  A majority of the whole Board of Directors shall
constitute a quorum, and the act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless a greater proportion is required by the Charter.





Section
13.  The business and affairs of the Company shall be managed by its
Board of Directors, which may exercise all such powers of the Company and do all
such lawful acts and things which are not by law or by the Charter directed or
required to be exercised or done by the stockholders; provided, however, that
the officers of the Company shall, without prior action of the Board of
Directors, perform all acts and things incidental to the usual and ordinary
course of the business in which the Company is engaged as hereinafter provided
by the By-Laws or as may hereafter be delegated by the Board of
Directors.  A majority of the Board of Directors may create one or
more Committees and appoint other members of the Board of Directors to serve on
such Committees.  Each such Committee shall have two or more members,
who serve at the pleasure of the Board of Directors.  Any such
Committee may exercise authority over any matters except those matters described
in Section 55-8-25(e) of the General Statutes of North Carolina.





Section
14.  A majority of the whole Board of Directors, present at any
meeting held after their election in each year, may appoint an Executive
Committee, to consist of three or more directors, which Committee shall have and
may exercise, during the intervals between meetings of the Board, by a majority
vote of those present at a meeting, all the powers vested in the Board, except
the following matters as more fully described in Section 55-8-25(e) of the
General Statutes of North Carolina:





-
            Authorize
      distributions;


-
            Approve
      or propose to shareholders action that is by law required to be approved
      by the shareholders;


-
            Fill
      vacancies on the Board of Directors or on any of its
      Committees;




5





-
            Amend
      the Company's Articles of Incorporation pursuant to N.C.G.S. '55-10-102;


-
            Adopt,
      amend or repeal the Company's
By-Laws;


-
            Approve
      a plan of merger not requiring shareholder
  approval;


-
            Authorize
      or approve reacquisition of shares, except according to a formula or
      method prescribed by the Board of Directors; or


-
            Authorize
      or approve the issuance or sale or contract for sale of shares, or
      determine the designation and relative rights, preferences, and
      limitations of a class or series of
shares.





A
majority of the whole Board of Directors present at any meeting shall have the
power at any time to change the membership of such Committee and to fill
vacancies in it.  The Executive Committee may make rules for the
conduct of its business.  A majority of the members of said Committee
shall constitute a quorum.  The Chairman of the Executive Committee
shall be appointed by the Board of Directors from the membership of the
Executive Committee.





Notices











Section
16.  Whenever any notice is required to be given under the provisions
of applicable statutes or of the Charter or of these By-Laws, a waiver thereof
in writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice in apt time.





Officers,
Their Authority, and Their Terms of Office











6




two or
more officers is required.  The Vice Chairman, if any, of the Board of
Directors shall be chosen from among the Directors, but the other officers need
not be Directors of the Company.





Section
18.  The Board of Directors shall appoint the Chief Executive Officer
who shall be either the Chairman, the Vice Chairman or the President of the
Company.  In the event the Chief Executive Officer  is
unavailable at the time for needed action, or in other circumstances as directed
by the Chief Executive Officer, then the Chairman, the Vice Chairman, if any, or
the President if there is no Vice Chairman, who is not then serving as Chief
Executive Officer, shall be the next officer in line of authority to perform the
duties of Chief Executive Officer.  If the Chairman, the Vice Chairman
and the President should be unavailable at the time for needed action, or in
other circumstances as directed by the Chief Executive Officer, then the next
officer in line of authority to perform the duties of the Chief Executive
Officer shall be a Senior Executive Vice President or Executive Vice President
as designated by the Chief Executive Officer.




Section
19.  Any officer may be reassigned duties by appropriate members of
Senior Management at any time.  Any officer may be removed from office
at any time by the Board of Directors, or by any Committee to which it delegates
the authority to remove officers from office, without prejudice to the rights of
the officer removed under an employment agreement in writing previously duly
authorized by the Board of Directors or an Executive Committee of the Board of
Directors.  Any officer may resign at any time by giving written
notice to the Board of Directors, the President or any other officer of the
Company.  Such resignation shall take effect at the time specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
 Section
20.  The Board of Directors or the Chief Executive Officer of the
Company may require the Treasurer and any other officer, employee or agent of
the Company to give bond, in such sum and with such surety or sureties as either
shall determine, for the faithful discharge of their duties.


Section
21.  Unless otherwise provided by the Board of Directors, the
Company's Chief Executive Officer is vested with full power, authority, and the
duty, to perform in person, and by delegation of authority to subordinate
officers and employees of the Company, all acts and things deemed by him to be
reasonably necessary or desirable to direct, handle, and manage, and in general
carry on the Company's business transactions authorized by its Charter, in
respect to all matters except those which by law must be performed by the
Directors, including but not limited to the following: (a) constructing and
contracting for the construction of generating plants authorized by the
Directors; (b) operating and maintaining generating plants and appurtenant
works; (c) constructing, maintaining, and operating substations, lines and all
other facilities, appurtenant to the transmission, distribution and delivery of
electricity; (d) acquiring by direct purchase, gift, exchange, or by
condemnation, all rights of way, easements, lands, and estates in lands, flowage
and water rights; (e) acquiring, maintaining and disposing of tools, machinery,
appliances, materials, vehicles, and other appurtenant facilities; (f)
employing, and fixing compensation of, Company personnel (except that the
compensation of the Chief Executive Officer and the other Company employees who
are members of the Board shall be fixed by the Board of Directors) in compliance
with any procedures established by the Board; (g) borrowing money from time to
time for terms not exceeding three




7









Certificates
of Stock





Section
22.  Every holder of stock in the Company shall be entitled to have a
certificate or certificates certifying the number of fully paid shares owned by
him in the Company which shall be in form consistent with law and with the
Charter of the Company and as shall be approved by the Board of
Directors.  The stock certificates shall be signed by:  1)
either the Chairman of the Board of Directors or the President, and 2) either
the Secretary or Treasurer.  Such signatures may be facsimile or other
similar method.





Section
23.  All transfers of stock of the Company shall be made upon its
books by authority of the holder of the shares or of his legal representative,
and before a new certificate is issued the old certificate shall be surrendered
for cancellation, provided that in case any certificate is lost, stolen or
destroyed, a new certificate therefor may be issued pursuant to the provisions
of Section 24 hereof.





Section
24.  No certificate of shares of stock of the Company shall be issued
in place of any certificate alleged to have been lost or stolen or destroyed,
except upon the approval of the Board of Directors who may require delivery to
the Company of a bond in such sum as it may direct and subject to its approval
as indemnity against any claim in respect to such lost or stolen or destroyed
certificate; provided that the Board of Directors may delegate to the Company's
Transfer Agent and Registrar authority to issue and register, respectively, from
time to time without further action or approval of the Board of Directors, new
certificates of stock to replace certificates reported lost, stolen or destroyed
upon receipt of an affidavit of loss and bond of indemnity in form and amount
and with corporate surety satisfactory to them in each instance protecting the
Company and them against loss.  Such legal evidence of such loss or
theft or destruction shall be furnished to the Board of Directors as may be
required by them.





Section
25.  The Board of Directors shall have power and authority to make all
such rules and regulations as it may deem expedient concerning the issue,
transfer, conversion and registration of certificates for shares of the capital
stock of the Company, not inconsistent with the laws of North Carolina, the
Charter of the Company and these By-Laws.  The Board of Directors is
authorized to appoint one or more transfer agents and registrars for the capital
stock of the Company.





Section
26.  The Board of Directors shall have power to close the stock
transfer books or in lieu thereof to fix record dates as authorized by
law.





8


General















Section
28.  Deeds, bonds, notes, mortgages and contracts of the Company may
be executed on behalf of the Company by the President, or a Vice President, or
any one of such other persons as shall from time to time be authorized by the
Board of Directors, and when necessary or appropriate may be attested or
countersigned by the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer.  The corporate seal of the Company may be affixed
to deeds, bonds, notes, mortgages, contracts or stock certificates by an
appropriate officer of the Company by impression thereon, or, by order of an
appropriate officer of the Company, a facsimile of said seal may be affixed
thereto by engraving, printing, lithograph or other method.





Section
29.  The monies of the Company shall be deposited in the name of the
Company in such bank or banks or trust company or trust companies as the
Treasurer, with approval of the Chief Executive Officer, shall from time to time
select, and shall be drawn out only by checks or other orders signed by persons
designated by resolution by the Board of Directors.





Section
30.  As and when used in any of the foregoing By-Laws the words
"stockholder" and "stockholders" shall be deemed and held to be synonymous with
the words "shareholder" and "shareholders", and the word "stock" shall be deemed
and held to be synonymous with the words "share" or "shares", respectively, as
used in Chapter 55 of the General Statutes of North Carolina.





Amendment of
By-Laws




Section
31.  The Board of Directors shall have power from time to time to
adopt, amend, alter, add to, and repeal By-Laws for the Company by affirmative
vote of a majority of the directors then holding office, provided, however, that
the By-Laws may not be amended by the Board of Directors to require more than a
majority of the voting shares for a quorum at a stockholder's meeting, or more
than a majority vote at such meeting, except where higher percentages are
required by law.  Any By-Laws so made or any provisions thereof may be
altered  or repealed by vote of the holders of a majority of the total
number of shares of the Company then issued and outstanding and entitled to vote
thereon at any annual stockholders' meeting.  Additionally, any By-Law
adopted, amended or repealed by the stockholders may not be readopted, amended
or repealed by the Board of Directors unless the Charter or a By-Law adopted by
the stockholders authorizes the Board of Directors to adopt, amend or repeal
that particular By-Law or the By-Laws generally.


Indemnity of Officers and
Directors





Section
32. (a)  The Company shall reimburse or indemnify any past, present or
future officer or director of the Company for and against such liabilities and
expenses as are authorized by (1) a resolution adopted by the Company's
stockholders at a special meeting held on December 31, 1943, which is made a
part hereof as though incorporated herein, or (2) by Sections 55-8-54, 55-8-55,
55-8-




9









(b)  In
addition to the reimbursement and indemnification provisions set forth above,
any person who at any time serves or has served (1) as an officer or director of
the Company, or (2) at the request of the Company as an officer of director (or
in any position of similar authority, by whatever title known) of any other
corporation, partnership, joint venture, trust or other enterprise, or (3) as an
individual trustee or administrator under any employee benefit plan, shall have
a right to be indemnified by the Company to the fullest extent permitted by law
against (i) all reasonable expenses, including attorney's fees, actually and
necessarily incurred by him in connection with any pending, threatened or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, and whether or not brought by  the Company or on behalf
of the Company in a derivative action, seeking to hold him liable by reason of
or arising out of his status as such or his activities in any of the foregoing
capacities, and (ii) payments made by him in satisfaction of any judgement,
money decree, fine, penalty or settlement for which he may have become liable in
any such action, suit or proceeding; provided, however, that the Company shall
not indemnify any person against liability or litigation expense he may incur on
account of his activities which were at the time taken known or believed by him
to be clearly in conflict with the best interests of the Company.





(c)  The
Board of Directors shall take all action as may be necessary or appropriate to
authorize the Company to pay all amounts required under these Sections 32(a),(b)
and (c) of the By-Laws including, without limitation and to the extent deemed to
be appropriate, necessary, or required by law (1) making a good faith evaluation
of the manner in which the claimant for indemnity acted and of the reasonable
amount of indemnity due such individual, or (2) making advances of costs and
expenses, or (3) giving notice to, or obtaining approval by, the shareholders of
the Company.





(d)  Any
person who serves or has served in any of the aforesaid capacities for or on
behalf of the Company shall be deemed to be doing or to have done so in reliance
upon, and as consideration for, the rights of reimbursement and indemnification
provided for herein.  Such rights of reimbursement and indemnification
shall inure to the benefit of the legal representatives of such individuals,
shall include amounts paid in settlement and shall not be exclusive of any other
rights to which such individuals shall be entitled apart from the provisions of
this Section.





(e)  The
Company may, in its sole discretion, wholly or partially indemnify and advance
expenses to any employee or agent of the Company to the same extent as provided
herein for officers and directors.





Dated:   September
17, 2007




10