<PAGE>


                                                                  EXHIBIT 10b(2)
                                                                  --------------

                                                                  EXECUTION COPY

                                  $375,000,000

                       364-DAY REVOLVING CREDIT AGREEMENT
                            Dated as of June 30, 1998

                         CAROLINA POWER & LIGHT COMPANY
                                    (Company)

                                       and

                 THE BANKS LISTED ON THE SIGNATURE PAGES HEREOF
                                     (Banks)

                                       and

                       THE OTHER LENDERS FROM TIME TO TIME
                                  PARTY HERETO
                                    (Lenders)

                                       and

                                 CITIBANK, N.A.
                             (Administrative Agent)

                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                              (Documentation Agent)


<PAGE>


                           REVOLVING CREDIT AGREEMENT
                            Dated as of June 30,1998

     CAROLINA POWER & LIGHT COMPANY, a North Carolina corporation (the
"Company"), the banks listed on the signature pages hereof (the "Banks")
CITIBANK, N.A. ("Citibank"), as administrative agent (the "Administrative
Agent") for the Lenders (as hereinafter defined) hereunder, and WACHOVIA BANK,
NATIONAL ASSOCIATION ("Wachovia"), as Documentation Agent, agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

          "A Advance" means an advance by a Lender to the Company as part of an
     A Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance,
     each of which shall be a "Type" of A Advance.

          "A Borrowing" means a borrowing consisting of simultaneous A Advances
     of the same Type made by each of the Lenders pursuant to Section 2.01.

          "A Note" means a promissory note of the Company payable to the order
     of any Lender, in substantially the form of Exhibit A-1 hereto, evidencing
     the aggregate indebtedness of the Company to such Lender resulting from the
     A Advances made by such Lender.

          "Advance" means an A Advance or a B Advance.

          "Affiliate" means, as to any Person, any other Person that, directly
     or indirectly, controls, is controlled by, or is under common control with
     such Person or is a director or officer of such Person.

          "Applicable Lending Office" means, with respect to each Lender, (i)
     such Lender's Domestic Lending Office in the case of a Base Rate Advance,
     or (ii) such Lender's Eurodollar Lending Office, in the case of a
     Eurodollar Rate Advance.

<PAGE>

          "Applicable Margin" means on any date, the rate per annum set forth
     below, determined by reference to the First Mortgage Bond ratings of the
     Company:

<TABLE>
---------------------------------------------------------------------------------------------
<S>            <C>              <C>              <C>             <C>             <C>
Basis for      LEVEL 1          LEVEL 2          LEVEL 3         LEVEL 4         LEVEL 5
Pricing        If the First     If the First     If the First    If the First    If the First
               Mortgage Bonds   Mortgage Bonds   Mortgage        Mortgage        Mortgage
               are rated at     are rated at     Bonds are       Bonds are       Bonds are
               least A- by      least BBB+ by    rated at        rated at        rated less
               Standard &       Standard &       least BBB by    least BBB- by   than Level 4
               Poor's or at     Poor's or at     Standard &      Standard &
               least A3 by      least Baa1 by    Poor's or at    Poor's or at
               Moody's          Moody's          least Baa2 by   least Baa3 by
                                                 Moody's         Moody's
---------------------------------------------------------------------------------------------
Eurodollar     0.225%           0.250%           0.325%          0.350%          0.600%
Rate
---------------------------------------------------------------------------------------------
</TABLE>

          "Assignment and Acceptance" means an assignment and acceptance entered
     into by a Lender and an Eligible Assignee, and accepted by the
     Administrative Agent, in substantially the form of Exhibit C hereto.

          "B Advance" means an advance by a Lender to the Company as part of a B
     Borrowing resulting from the auction bidding procedure described in Section
     2.03.

          "B Borrowing" means a borrowing consisting of simultaneous B Advances
     from each of the Lenders whose offer to make one or more B Advances as part
     of such borrowing has been accepted by the Company under the auction
     bidding procedure described in Section 2.03.

          "B Note" means a promissory note of the Company payable to the order
     of any Lender, in substantially the form of Exhibit A-2 hereto, evidencing
     the indebtedness of the Company to such Lender resulting from a B Advance
     made by such Lender.

          "B Reduction" has the meaning specified in Section 2.01.

          "Base Rate" means, for any Interest Period or any other period, a
     fluctuating interest rate per annum as shall be in effect from time to
     time, which rate per annum shall at all times be equal to the highest from
     time to time of:

               (a) the rate of interest announced publicly by Citibank in New
          York, New York, from time to time, as Citibank's base rate;

               (b) 1/2 of one percent per annum above the latest three-week
          moving average of secondary market morning offering rates in the
          United States for three-

                                        2

<PAGE>

          month certificates of deposit of major United States money market
          banks, such three-week moving average being determined weekly by
          Citibank on the basis of such rates reported by certificate of deposit
          dealers to and published by the Federal Reserve Bank of New York or,
          if such publication shall be suspended or terminated, on the basis of
          quotations for such rates received by Citibank from three New York
          certificate of deposit dealers of recognized standing selected by
          Citibank, in either case rounded upward to the nearest 1/4 of one
          percent; and

               (c) 1/2 of one percent per annum above the Federal Funds Rate in
          effect from time to time.

          " Base Rate Advance" means an A Advance which bears interest as
     provided in Section 2.07(a).

          "Borrowing" means an A Borrowing or a B Borrowing.

          "Business Day" means a day of the year on which banks are not required
     or authorized to close at the principal office of any Lender and, if the
     applicable Business Day relates to any Eurodollar Rate Advances, on which
     dealings are carried on in the London interbank market.

          "Commitment" has the meaning specified in Section 2.01.

          "Commitment Termination Date" means, with respect to a Lender, the
     earlier to occur of (i) the later of the Extension Date and (x) with
     respect to all Lenders other than Declining Lenders, upon the effectiveness
     of any extension to the Commitment Termination Date, such date to which the
     Commitment Termination Date is extended in accordance with Section 2.16 and
     (y) with respect to Declining Lenders, the Extension Date as then in effect
     without giving effect to any requested extension, and (ii) the date of
     termination in whole of the Commitments pursuant to Section 2.05 or 6.01.

          "Consolidated" refers to the consolidation of the accounts of the
     Company and the Subsidiaries in accordance with generally accepted
     accounting principles, including principles of consolidation, consistent
     with those applied in the preparation of the financial statements referred
     to in Section 4.01(e).

          "Convert", "Conversion" and "Converted" each refers to a conversion of
     Advances of one Type into Advances of another Type, or the selection of a
     new, or the renewal of the same, Interest Period for Eurodollar Rate
     Advances, pursuant to Section 2.09 or 2.10.

          "Declining Lender" has the meaning assigned to that term in Section
     2.16.

                                       3

<PAGE>

          "Domestic Lending Office" means, with respect to any Lender, the
     office of such Lender specified as its "Domestic Lending Office" below its
     name on the signature pages hereof or such other office of such Lender as
     such Lender may from time to time specify to the Company and the
     Administrative Agent.

          "Eligible Assignee" means (i) any other Lender or any Affiliate of a
     Lender meeting the criteria set forth in clause (ii) hereof (without regard
     to the proviso at the end of such clause) and (ii) (A) any other commercial
     bank organized under the laws of the United States, or any State thereof,
     and having a combined capital and surplus of at least $250,000,000 (as
     established in its most recent report of condition to its primary
     regulator), (B) a savings and loan association or savings bank organized
     under the laws of the United States, or any State thereof, and having a
     combined capital and surplus of at least $250,000,000 (as established in
     its most recent report of condition to its primary regulator), (C) a
     commercial bank organized under the laws of any other country which is a
     member of the OECD or has concluded special lending arrangements with the
     International Monetary Fund associated with its General Arrangements to
     Borrow of the Cayman Islands, or a political subdivision of any such
     country, and having a combined capital and surplus of at least $250,000,000
     (as established in its most recent report of condition to its primary
     regulator); provided that such bank is acting through a branch or agency
     located in the United States or in the country in which it is organized or
     another country which is described in this clause (C), (D) the central bank
     of any country which is a member of the OECD, and (E) a finance company,
     insurance company or other financial institution or fund (whether a
     corporation, partnership or other entity) which is engaged in making,
     purchasing or otherwise investing in commercial loans in the ordinary
     course of its business, whose outstanding unsecured indebtedness is rated
     AA- or better by S&P or Aa3 or better by Moody's (or an equivalent rating
     by another nationally-recognized credit rating agency of similar standing
     if neither of such corporations is then in the business of rating unsecured
     indebtedness); provided, that, in the case of any such Person described in
     this clause (ii), the identity of such Person is notified by the proposed
     assignor to the Company and the Administrative Agent (or by the Company to
     the Administrative Agent pursuant to Section 8.07(g)) in writing at least
     ten Business Days prior to the date of the proposed assignment under
     Section 8.07 and is consented to in writing by the Company and the
     Administrative Agent (each of which shall not unreasonably withhold their
     respective consents) at least five Business Days prior to the date of such
     proposed assignment.

          "Environmental Laws" means any federal, state or local laws,
     ordinances or codes, rules, orders, or regulations relating to pollution or
     protection of the environment, including, without limitation, laws relating
     to hazardous substances, laws relating to reclamation of land and waterways
     and laws relating to emissions, discharges, releases or threatened releases
     of pollutants, contaminants, chemicals, or industrial, toxic or hazardous
     substances or wastes into the environment (including, without limitation,
     ambient air, surface water, ground water, land surface or subsurface
     strata) or otherwise

                                       4

<PAGE>

     relating to the manufacture, processing, distribution, use, treatment,
     storage, disposal, transport or handling of pollution, contaminants,
     chemicals, or industrial, toxic or hazardous substances or wastes.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.

          "Eurocurrency Liabilities" has the meaning assigned to that term in
     Regulation D of the Board of Governors of the Federal Reserve System, as in
     effect from time to time.

          "Eurodollar Lending Office" means, with respect to each Lender, the
     office of such Lender specified as its "Eurodollar Lending Office" below
     its name on the signature pages hereof (or, if no such office is specified,
     its Domestic Lending Office), or such other office of such Lender as such
     Lender may from time to time specify to the Company and the Administrative
     Agent.

          "Eurodollar Rate" means, for the Interest Period for each Eurodollar
     Rate Advance comprising part of the same A Borrowing an interest rate per
     annum equal to the average (rounded upward to the nearest whole multiple of
     1/8 of 1% per annum, if such average is not such a multiple) of the rates
     per annum at which deposits in U.S. dollars are offered by the principal
     office of each of the Reference Banks in London, England to prime banks in
     the London Interbank market at 11:00 A.M. (London time) two Business Days
     before the first day of such Interest Period for a period equal to such
     Interest Period and in an amount substantially equal to the amount of such
     Eurodollar Rate Advance comprising part of such A Borrowing to be
     outstanding during such Interest Period from such Reference Bank. The
     Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance
     comprising part of the same A Borrowing shall be determined by the
     Administrative Agent on the basis of the applicable rates furnished to and
     received by the Administrative Agent from the Reference Banks two Business
     Days before the first day of such Interest Period, subject, however, to the
     provisions of Section 2.08.

          "Eurodollar Rate Advance" means an A Advance which bears interest as
     provided in Section 2.07(b).

          "Eurodollar Rate Reserve Percentage" of any Lender for the Interest
     Period for any Eurodollar Rate Advance means the reserve percentage
     applicable during such Interest Period (or if more than one such percentage
     shall be so applicable, the daily average of such percentages for those
     days in such Interest Period during which any such percentage shall be so
     applicable) under regulations issued from time to time by the Board of
     Governors of the Federal Reserve System (or any successor) for determining
     the

                                       5

<PAGE>

     maximum reserve requirement (including, without limitation, any emergency,
     supplemental or other marginal reserve requirement) for such Lender with
     respect to liabilities or assets consisting of or including Eurocurrency
     Liabilities having a term equal to such Interest Period.

          "Events of Default" has the meaning assigned to that term in Section
     6.01.

          "Existing Facilities" refers to those credit agreements listed on
     Schedule 1 hereto.

          "Extension Date" means the 364th day following the date of this
     Agreement and each subsequent date to which the Commitment Termination Date
     has been extended pursuant to Section 2.16.

          "Federal Funds Rate" means, for any period, a fluctuating interest
     rate per annum equal for each day during such period to the weighted
     average of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or, if
     such rate is not so published for any day which is a Business Day, the
     average of the quotations for such day on such transactions received by the
     Administrative Agent from three Federal funds brokers of recognized
     standing selected by it.

          "First Mortgage Bonds" means those bonds issued by the Company
     pursuant to the Mortgage.

          "Guaranty" of any Person means any obligation, contingent or
     otherwise, of such Person (a) to pay any Liability of any other Person or
     to otherwise protect, or having the practical effect of protecting, the
     holder of any such Liability against loss (whether such obligation arises
     by virtue of such Person being a partner of a partnership or participant in
     a joint venture or by agreement to pay, to keep well, to purchase assets,
     goods, securities or services or to take or pay, or otherwise) or (b)
     incurred in connection with the issuance by a third Person of a Guaranty of
     any Liability of any other Person (whether such obligation arises by
     agreement to reimburse or indemnify such third Person or otherwise). The
     word "Guarantee" when used as a verb has the correlative meaning.

          "Increasing Commitment Lender" has the meaning assigned to that term
     in Section 2.16(b).

          "Indebtedness" of any Person means (a) any obligation of such Person
     for borrowed money, (b) any obligation of such Person evidenced by a bond,
     debenture, note or other similar instrument, (c) any obligation of such
     Person to pay the deferred purchase price of property or services, except a
     trade account payable that arises in the

                                       6

<PAGE>

     ordinary course of business but only if and so long as the same is payable
     on customary trade terms, (d) any obligation of such Person as lessee under
     a capital lease, (e) any Mandatorily Redeemable Stock of such Person (the
     amount of such Mandatorily Redeemable Stock to be determined for this
     purpose as the higher of the liquidation preference and the amount payable
     upon redemption of such Mandatorily Redeemable Stock), (f) any obligation
     of such Person to purchase securities or other property that arises out of
     or in connection with the sale of the same or substantially similar
     securities or property, (g) any non-contingent obligation of such Person to
     reimburse any other Person in respect of amounts paid under a letter of
     credit or other Guaranty issued by such other Person to the extent that
     such reimbursement obligation remains outstanding after it becomes
     non-contingent, (h) any Indebtedness of others secured by (or for which the
     holder of such Indebtedness has an existing right, contingent or otherwise,
     to be secured by) a mortgage, lien, pledge, charge or other encumbrance on
     any asset of such Person, (i) any Liabilities in respect of unfunded vested
     benefits under plans covered by Title IV of ERISA and (j) any Indebtedness
     of others Guaranteed by such Person.

          "Interest Period" means, for each Eurodollar Rate Advance comprising
     part of the same A Borrowing, the period commencing on the date of such A
     Advance or the date of the Conversion of any A Advance into such an A
     Advance and ending on the last day of the period selected by the Company
     pursuant to the provisions below and, thereafter, each subsequent period
     commencing on the last day of the immediately preceding Interest Period and
     ending on the last day of the period selected by the Company pursuant to
     the provisions below. The duration of each such Interest Period shall be
     one, two, three or six months, as the Company may, in the Notice of A
     Borrowing given by the Company to the Administrative Agent pursuant to
     Section 2.02, select; provided, however, that:

               (i) the Company may not select any Interest Period that ends
          after the Commitment Termination Date;

               (ii) Interest Periods commencing on the same date for A Advances
          comprising the same A Borrowing shall be of the same duration; and

               (iii) whenever the last day of any Interest Period would
          otherwise occur on a day other than a Business Day, the last day of
          such Interest Period shall be extended to occur on the next succeeding
          Business Day; provided that if such extension would cause the last day
          of such Interest Period to occur in the next following calendar month,
          the last day of such Interest Period shall occur on the next preceding
          Business Day.

     The Administrative Agent shall promptly advise each Lender by telex,
     telecopy transmission or cable of each Interest Period so selected by the
     Company.

                                       7

<PAGE>

          "Lenders" means the Lenders listed on the signature pages hereof and
     each Eligible Assignee that shall become a party hereto pursuant to Section
     8.07.

          "Liability" of any Person means any indebtedness, liability or
     obligation of or binding upon, such Person or any of its assets, of any
     kind, nature or description, direct or indirect, absolute or contingent,
     due or not due, contractual or tortious, liquidated or unliquidated,
     whether arising under contract, applicable law, or otherwise, whether now
     existing or hereafter arising.

          "Majority Lenders" means at any time Lenders holding at least 51% of
     the then aggregate unpaid principal amount of the A Notes held by Lenders,
     or, if no such principal amount is then outstanding, Lenders having at
     least 51% of the Commitments (provided that, for purposes hereof, neither
     the Company, nor any of its Affiliates, if a Lender, shall be included in
     (i) the Lenders holding such amount of the A Advances or having such amount
     of the Commitments or (ii) determining the aggregate unpaid principal
     amount of the A Advances or the total Commitments).

          "Mandatorily Redeemable Stock" means, with respect to any Person, any
     share of such Person's capital stock to the extent that it is (a)
     redeemable, payable or required to be purchased or otherwise retired or
     extinguished, or convertible into any Indebtedness or other Liability of
     such Person, (i) at a fixed or determinable date, whether by operation of a
     sinking fund or otherwise, (ii) at the option of any Person other than such
     Person or (iii) upon the occurrence of a condition not solely within the
     control of such Person, such as a redemption required to be made out of
     future earnings or (b) convertible into Mandatorily Redeemable Stock.

          "Moody's" means Moody's Investors Service, Inc., or any successor
     thereto.

          "Moody's Rating" means the rating of the First Mortgage Bonds most
     recently announced by Moody's.

          "Mortgage" means the Mortgage and Deed of Trust, dated as of May 1,
     1940, from the Company to The Bank of New York (formerly Irving Trust
     Company) and to Frederick G. Herbst (W.T. Cunningham, successor), as
     modified, amended or supplemented from time to time.

          "Multiemployer Plan" means a "multiemployer plan" as defined in
     Section 4001(a)(3) of ERISA.

          "NCUC Order" means the order by the North Carolina Utilities
     Commission that authorizes the Company to execute, deliver and perform this
     Agreement and the Notes.

          "Note" means an A Note or a B Note.

                                       8

<PAGE>

          "Notice of A Borrowing" has the meaning specified in Section 2.02(a).

          "Notice of B Borrowing" has the meaning specified in Section 2.03(a).

          "Notice of Conversion" has the meaning specified in Section 2.10.

          "OECD" means the Organization for Economic Cooperation and
     Development.

          "Person" means an individual, partnership, corporation (including a
     business trust), limited liability company, joint stock company, trust,
     unincorporated association, joint venture or other entity, or a foreign
     state or political subdivision thereof or any agency of such state or
     subdivision.

          "Plan" means an employee benefit plan (other than a Multiemployer
     Plan) maintained for employees of the Company or any of its Affiliates and
     covered by Title IV of ERISA.

          "Reference Banks" means Citibank and Wachovia.

          "Register" has the meaning specified in Section 8.07(c).

          "Responsible Officer" means the President, any Vice President, the
     Chief Financial Officer, the Treasurer, the Controller or any Assistant
     Treasurer of the Company the signatures of whom, in each case, have been
     certified to the Administrative Agent and each other Bank pursuant to
     Section 3.01(d), or in a certificate delivered to the Administrative Agent
     replacing or amending such certificate. Each Bank may conclusively rely on
     each certificate so delivered until it shall have received a copy of a
     certificate from the Secretary or an Assistant Secretary of the Company
     amending, canceling or replacing such certificate.

          "S&P" means Standard & Poor's Ratings Group or any successor thereto.

          "S&P Rating" means the rating of the First Mortgage Bonds most
     recently announced by S&P.

          "SCPSC Order" means the order by the South Carolina Public Service
     Commission that authorizes the Company to execute, deliver and perform this
     Agreement and the Notes.

          "Subsidiary" means any corporation of which more than 50% of the
     outstanding capital stock having ordinary voting power to elect a majority
     of the Board of Directors of such corporation (irrespective of whether or
     not at the time capital stock of any other

                                       9

<PAGE>

     class or classes of such corporation shall or might have voting power upon
     the occurrence of any contingency) is at the time directly or indirectly
     owned by the Company, by the Company and one or more other Subsidiaries, or
     by one or more other Subsidiaries.

          "Term Loan Conversion Notice" has the meaning assigned to that term in
     Section 2.17.

          "Term Loan Conversion Option" means the option of the Company to
     convert the A Advances into term loans in accordance with Section 2.17.

          "Termination Date" means, with respect to all Lenders, the Commitment
     Termination Date, unless the Term Loan Conversion Option has been
     effectively exercised in accordance with Section 2.17, in which case the
     Termination Date means the earliest to occur of (i) the date the A Advances
     become due and payable in accordance with such Section, (ii) the date of
     repayment in full of the A Advances pursuant to Section 2.11(b) or
     acceleration of the Notes in accordance with Section 6.01 and (iii) prior
     to the effectiveness of the Term Loan Conversion Option, the reduction in
     full of the Commitments pursuant to Section 2.05.

          "Termination Event" means (i) a Reportable Event described in Section
     4043 of ERISA and the regulations issued thereunder (other than a
     Reportable Event not subject to the provision for 30-day notice to the
     Pension Benefit Guaranty Corporation under such regulations), or (ii) the
     withdrawal of the Company or any of its Affiliates from a Plan during a
     plan year in which it was a "substantial employer" as defined in Section
     4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate
     a Plan or the treatment of a Plan amendment as a termination under Section
     4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan
     by the Pension Benefit Guaranty Corporation, or (v) any other event or
     condition which might constitute grounds under Section 4042 of ERISA for
     the termination of, or the appointment of a trustee to administer, any
     Plan.

          "Total Capitalization" means the sum of "the current portion of
     long-term debt" plus "total capitalization" appearing on the consolidated
     balance sheet of the Company and its Subsidiaries, prepared as of the date
     of determination in accordance with generally accepted accounting
     principles consistent with those applied in the preparation of the
     financial statements referred to in Section 4.01(e), plus, without
     limitation or duplication, obligations as lessee under leases and as
     purchaser under power purchase agreements which have been, in accordance
     with generally accepted accounting principles, recorded as capitalized
     leases or capitalized power purchase agreements, as the case may be.

     SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
means "to but excluding".

                                       10

<PAGE>

     SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(e).

                                  ARTICLE II.
                        AMOUNTS AND TERMS OF THE ADVANCES

     SECTION 2.01. The A Advances. Each Lender severally agrees, on the terms
and conditions hereinafter set forth, to make A Advances to the Company from
time to time on any Business Day during the period from the date hereof to and
including the Commitment Termination Date, in an aggregate amount outstanding
not to exceed at any time the amount set opposite such Lender's name on the
signature pages hereof or, if such Lender has entered into any Assignment and
Acceptance, set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced
pursuant to Section 2.05 (such Lender's "Commitment"); provided, that the
aggregate amount of the Commitments of the Lenders shall be deemed used from
time to time to the extent of the aggregate amount of the B Advances then
outstanding and such deemed use of the aggregate amount of the Commitments shall
be applied to the Lenders ratably according to their respective Commitments
(such deemed use of the aggregate amount of the Commitments being a "B
Reduction"). Each A Borrowing shall be in an aggregate amount not less than
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall
consist of A Advances of the same Type made on the same day by the Lenders
ratably according to their respective Commitments. Until the Commitment
Termination Date, within the limits of each Lender's Commitment, the Company may
from time to time borrow, repay pursuant to Section 2.06 or prepay pursuant to
Section 2.11(b) and reborrow under this Section 2.01.

     SECTION 2.02. Making the A Advances. (a) Each A Borrowing shall be made on
notice, given not later than 10:00 A.M. (New York City time) on the day of such
proposed A Borrowing, in the case of an A Borrowing comprised of Base Rate
Advances, or on the third Business Day prior to the date of the proposed A
Borrowing, in the case of an A Borrowing comprised of Eurodollar Rate Advances,
by the Company to the Administrative Agent, which shall give to each Lender
prompt notice thereof by telex, telecopier or cable. Each such notice of a
Borrowing (a "Notice of A Borrowing") shall be by telex, telecopier or cable,
confirmed promptly in writing, in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (i) date of such A Borrowing, (ii) Type of
Advances comprising such A Borrowing, (iii) aggregate amount of such A
Borrowing, and (iv) in the case of an A Borrowing comprised of Eurodollar Rate
Advances, the Interest Period for each such A Advance. In the case of a proposed
A Borrowing comprised of Eurodollar Rate Advances, the Administrative Agent
shall promptly notify each Lender of the applicable interest rate under Section
2.07(b). Each Lender shall, before 12:00 P.M. (New York City time) on the date
of such A Borrowing, make available

                                       11

<PAGE>

for the account of its Applicable Lending Office to the Administrative Agent at
its address referred to in Section 8.02, in same day funds, such Lender's
ratable portion of such A Borrowing. After the Administrative Agent's receipt of
such funds and upon fulfillment of the applicable conditions set forth in
Article III, the Administrative Agent will make such funds available to the
Company at the Administrative Agent's aforesaid address.

     (a) Each Notice of A Borrowing shall be irrevocable and binding on the
Company and, in respect of any Borrowing comprised of Eurodollar Rate Advances,
the Company shall indemnify each Lender against any loss or expense incurred by
such Lender as a result of any failure by the Company to fulfill on or before
the date specified for such A Borrowing the applicable conditions set forth in
Article III, including, without limitation, any loss (including loss of
anticipated profits) or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the A
Advance to be made by such Lender as part of such A Borrowing when such A
Advance, as a result of such failure, is not made on such date.

     (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any A Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such A
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such A Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such assumption, make available to the Company on such
date a corresponding amount. If and to the extent such Lender shall not have so
made such ratable portion available to the Administrative Agent, such Lender and
the Company severally agree to repay to the Administrative Agent (without
duplication), forthwith on demand, such corresponding amount, together with
interest thereon for each day from the date such amount is made available to the
Company until the date such amount is repaid to the Administrative Agent, (x) in
the case of the Company, at the interest rate applicable at the time to A
Advances comprising such A Borrowing and (y) in the case of such Lender, at the
Federal Funds Rate. If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender's A
Advance as part of such A Borrowing for purposes of this Agreement.

     (c) The failure of any Lender to make the A Advance to be made by it as
part of any A Borrowing shall not relieve any other Lender of its obligation, if
any, hereunder to make its A Advance on the date of such A Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the A
Advance to be made by such other Lender on the date of any A Borrowing.

     (d) If, for any reason, an A Borrowing is not made on the date specified in
any Notice of A Borrowing, the Administrative Agent hereby agrees to repay to
each Lender the amount, if any, which such Lender has made available to the
Administrative Agent as such Lender's ratable portion of such A Borrowing,
together with interest thereon for each day from the date such

                                       12

<PAGE>

amount is made available to the Administrative Agent until the date such amount
is repaid to such Lender, at the Federal Funds Rate.

     SECTION 2.03 The B Advances. (a) Each Lender severally agrees that the
Company may make B Borrowings under this Section 2.03 from time to time on any
Business Day during the period from the date hereof until the date occurring 30
days prior to the Commitment Termination Date in the manner set forth below;
provided that, following the making of each B Borrowing, the aggregate amount of
the Advances then outstanding shall not exceed the aggregate amount of the
Commitments of the Lenders (computed without regard to any B Reduction).

          (i) The Company may request a B Borrowing under this Section 2.03 by
     delivering to the Administrative Agent, by telecopier, telex or cable,
     confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B
     Borrowing"), in substantially the form of Exhibit B-2 hereto, specifying
     the date and aggregate amount of the proposed B Borrowing, the maturity
     date for repayment of each B Advance to be made as part of such B Borrowing
     (which maturity date may not be earlier than the date occurring 30 days
     after the date of such B Borrowing or later than the Commitment Termination
     Date and in no event may be later than 180 days following the date of such
     B Borrowing), the rate or rates of interest applicable to each such B
     Advance the interest payment date or dates relating thereto, and any other
     terms to be applicable to such B Borrowing, not later than 10:00 A.M. (New
     York City time) (A) at least one Business Day prior to the date of the
     proposed B Borrowing, if the Company shall specify in the Notice of B
     Borrowing that the rates of interest to be offered by the Lenders shall be
     fixed rates per annum and (B) at least four Business Days prior to the date
     of the proposed B Borrowing, if the Company shall instead specify in the
     Notice of B Borrowing the basis to be used by the Lenders in determining
     the rates of interest to be offered by them. The Administrative Agent shall
     in turn promptly notify each Lender of each request for a B Borrowing
     received by it from the Company by sending such Lender a copy of the
     related Notice of B Borrowing.

          (ii) Each Lender may, if, in its sole discretion, it elects to do so,
     irrevocably offer to make one or more B Advances to the Company as part of
     such proposed B Borrowing at a rate or rates of interest specified by such
     Lender in its sole discretion, by notifying the Administrative Agent (which
     shall give prompt notice thereof to the Company), before 10:00 A.M. (New
     York City time) (A) on the date of such proposed B Borrowing, in the case
     of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph
     (i) above, and (B) three Business Days before the date of such proposed B
     Borrowing, in the case of a Notice of B Borrowing delivered pursuant to
     clause (B) of paragraph (i) above, of the minimum amount and maximum amount
     of each B Advance which such Lender would be willing to make as part of
     such proposed B Borrowing (which amounts may, subject to the proviso to the
     first sentence of this Section 2.03(a), exceed such Lender's Commitment),
     the rate or rates of interest therefor and such

                                       13

<PAGE>

     Lender's Applicable Lending Office with respect to such B Advance; provided
     that if the Administrative Agent in its capacity as a Lender shall, in its
     sole discretion, elect to make any such offer, it shall notify the Company
     of such offer before 9:00 A.M. (New York City time) on the date on which
     notice of such election is to be given to the Administrative Agent by the
     other Lenders. If any Lender shall elect not to make such an offer, such
     Lender shall so notify the Administrative Agent, before 10:00 A.M. (New
     York City time) on the date on which notice of such election is to be given
     to the Administrative Agent by the other Lenders, and such Lender shall not
     be obligated to, and shall not, make any B Advance as part of such B
     Borrowing; provided that the failure by any Lender to give such notice
     shall not cause such Lender to be obligated to make any B Advance as part
     of such proposed B Borrowing.

          (iii) The Company shall, in turn, (A) before 11:00 A.M. (New York City
     time) on the date of such proposed B Borrowing, in the case of a Notice of
     B Borrowing delivered pursuant to clause (A) of paragraph (i) above, and
     (B) before 1:00 P.M. (New York City time) three Business Days before the
     date of such proposed B Borrowing, in the case of a Notice of B Borrowing
     delivered pursuant to clause (B) of paragraph (i) above, either

               (x) cancel such B Borrowing by giving the Administrative Agent
          notice to that effect, or

               (y) in its sole discretion, accept one or more of the offers made
          by any Lender or Lenders pursuant to paragraph (ii) above by giving
          notice to the Administrative Agent of the amount of each B Advance
          (which amount shall be equal to or greater than the minimum amount,
          and equal to or less than the maximum amount, notified to the Company
          by the Administrative Agent on behalf of such Lender for such B
          Advance pursuant to paragraph (ii) above) to be made by each Lender as
          part of such B Borrowing, and reject any remaining offers made by
          Lenders pursuant to paragraph (ii) above by giving the Administrative
          Agent notice to that effect; provided, however, that, in accepting any
          such offers, the Company shall do so in the ascending order of
          effective yield and, as among offers resulting in the same effective
          yield, ratably among all such offers based upon the amount notified to
          the Company by the Administrative Agent on behalf of each Lender for
          such B Advance pursuant to paragraph (ii) above.

          (iv) If the Company notifies the Administrative Agent that such B
     Borrowing is canceled pursuant to paragraph (iii)(x) above, the
     Administrative Agent shall give prompt notice thereof to the Lenders and
     such B Borrowing shall not be made.

          (v) If the Company accepts one or more of the offers made by any
     Lender or Lenders pursuant to paragraph (iii)(y) above, the Administrative
     Agent shall in turn

                                       14

<PAGE>

     promptly notify (A) each Lender that has made an offer as described in
     paragraph (ii) above of the date and aggregate amount of such B Borrowing
     and whether or not any offer or offers made by such Lender pursuant to
     paragraph (ii) above have been accepted by the Company, (B) each Lender
     that is to make a B Advance as part of such B Borrowing of the amount of
     each B Advance to be made by such Lender as part of such B Borrowing and
     (C) each Lender that is to make a B Advance as part of such B Borrowing,
     upon receipt, that the Administrative Agent has received forms of documents
     appearing to fulfill the applicable conditions set forth in Article III.
     Each Lender that is to make a B Advance as part of such B Borrowing shall,
     before 12:00 noon (New York City time) on the date of such B Borrowing
     specified in the notice received from the Administrative Agent pursuant to
     clause (A) of the preceding sentence or any later time when such Lender
     shall have received notice from the Administrative Agent pursuant to clause
     (C) of the preceding sentence, make available for the account of its
     Applicable Lending Office to the Administrative Agent at its address
     referred to in Section 8.02 such Lender's portion of such B Borrowing, in
     same day funds. Upon fulfillment of the applicable conditions set forth in
     Article III and after receipt by the Administrative Agent of such funds,
     the Administrative Agent will make such funds available to the Company at
     the Administrative Agent's aforesaid address. Promptly after each B
     Borrowing the Administrative Agent will notify each Lender of the amount of
     the B Borrowing, the consequent B Reduction and the dates upon which such B
     Reduction commenced and will terminate.

     (e) Each B Borrowing shall be in an aggregate amount not less than
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and,
following the making of each B Borrowing, the Company shall be in compliance
with the limitation set forth in the proviso to the first sentence of subsection
(a) above.

     (f) Within the limits and on the conditions set forth in this Section 2.03,
the Company may from time to time borrow under this Section 2.03 or repay
pursuant to subsection (d) below, and reborrow under this Section 2.03; provided
that a B Borrowing shall not be made within three Business Days of the date of
any other B Borrowing.

     (g) The Company shall repay to the Administrative Agent for the account of
each Lender which has made a B Advance, or each other holder of a B Note, on the
maturity date of each B Advance (such maturity date being not later than the
then effective Commitment Termination Date and that specified by the Company for
repayment of such B Advance in the related Notice of B Borrowing delivered
pursuant to subsection (a)(i) above and provided for in the B Note evidencing
such B Advance), the then unpaid principal amount of such B Advance. The Company
shall have no right to prepay any principal amount of any B Advance.

     (h) The Company shall pay interest on the unpaid principal amount of each B
Advance from the date of such B Advance to the date the principal amount of such
B Advance is repaid in full, at the rate of interest for such B Advance
specified by the Lender making such B

                                       15

<PAGE>

Advance in its notice with respect thereto delivered pursuant to subsection
(a)(ii) above, payable on the interest payment date or dates specified by the
Company for such B Advance in the related Notice of B Borrowing delivered
pursuant to subsection (a)(i) above, as provided in the B Note evidencing such B
Advance; provided that any amount of principal which is not paid when due
(whether at stated maturity, by acceleration or otherwise) shall bear interest,
from the date on which such amount is due until such amount is paid in full,
payable on demand, at a rate per annum equal to 2.0% per annum above such rate
of interest for such B Advance.

     (i) The indebtedness of the Company resulting from each B Advance made to
the Company as part of a B Borrowing shall be evidenced by a separate B Note of
the Company payable to the order of the Lender making such B Advance.

     SECTION 2.04 Facility Fee. The Company agrees to pay to the Administrative
Agent for the account of each Lender a facility fee on each Lender's Commitment,
irrespective of usage, from the date hereof, in the case of each Bank, and from
the effective date specified in the Assignment and Acceptance pursuant to which
it became a Lender, in the case of each other Lender, until the Commitment
Termination Date, payable quarterly in arrears on the last day of each March,
June, September and December during the term of such Lender's Commitment,
commencing September 30, 1998, and on the Commitment Termination Date, at a rate
per annum determined by reference to the Company's First Mortgage Bond ratings
as set forth below:

<TABLE>
-------------------------------------------------------------------------------------------------
<S>            <C>              <C>              <C>              <C>              <C>
Basis for      LEVEL 1          LEVEL 2          LEVEL 3          LEVEL 4          LEVEL 5
Pricing        If the First     If the First     If the First     If the First     If the First
               Mortgage Bonds   Mortgage Bonds   Mortgage Bonds   Mortgage Bonds   Mortgage Bonds
               are rated at     are rated at     are rated at     are rated at     are rated less
               least A- by      least BBB+ by    least BBB by     least BBB- by    than Level 4
               Standard &       Standard &       Standard &       Standard &
               Poor's or at     Poor's or at     Poor's or at     Poor's or at
               least A3 by      least Baa1 by    least Baa2 by    least Baa3 by
               Moody's          Moody's          Moody's          Moody's
-------------------------------------------------------------------------------------------------

Facility Fee   0.075%           0.100%           0.125%           0.150%           0.250%
-------------------------------------------------------------------------------------------------
</TABLE>

     SECTION 2.05 Reduction of the Commitments. The Company shall have the
right, upon at least three Business Days' notice to the Administrative Agent,
irrevocably to terminate in whole or reduce ratably in part the respective
Commitments of the Lenders; provided that the aggregate amount of the
Commitments of the Lenders shall not be reduced to an amount which is less than
the aggregate principal amount of the A Advances and the B Advances then
outstanding; and provided further, that each partial reduction shall be in the
aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof.

                                       16

<PAGE>

     SECTION 2.06 Repayment of A Advances. The Company shall repay the principal
amount of each A Advance made by each Lender on the Termination Date, subject to
Section 2.17 hereof.

     SECTION 2.07 Interest on Advances. The Company shall pay interest on the
unpaid principal amount of each A Advance made by each Lender from the date of
such A Advance until such principal amount shall be paid in full, at the
following rates per annum:

     (j) Base Rate Advances. If such A Advance is a Base Rate Advance, a rate
per annum equal at all times to the Base Rate in effect from time to time,
payable quarterly in arrears on the last day of each September, December, March,
and June and on the date such Base Rate Advance shall be paid in full; provided
that any amount of principal which is not paid when due (whether at stated
maturity, by acceleration or otherwise) shall bear interest, from the date on
which such amount is due until such amount is paid in full, payable on demand,
at a rate per annum equal at all times to 2.0% per annum above the Base Rate in
effect from time to time.

     (k) Eurodollar Rate Advances. If such A Advance is a Eurodollar Rate
Advance, a rate per annum equal at all times during the Interest Period for such
A Advance to the Eurodollar Rate for such Interest Period, plus the Applicable
Margin for Eurodollar Rate Advances, payable on the last day of such Interest
Period and, if such Interest Period has a duration of more than three months, on
each day which occurs during such Interest Period every three months from the
first day of such Interest Period; provided that any amount of principal which
is not paid when due (whether at stated maturity, by acceleration or otherwise)
shall bear interest, from the date on which such amount is due until such amount
is paid in full, payable on demand, at a rate per annum equal at all times to
2.0% per annum above the Base Rate in effect from time to time.

     SECTION 2.08 Additional Interest on Eurodollar Rate Advances. The Company
shall pay to each Lender additional interest on the unpaid principal amount of
each Eurodollar Rate Advance of such Lender, from the date of such A Advance
until such principal amount is paid in full, at an interest rate per annum equal
at all times to the remainder obtained by subtracting (i) the Eurodollar Rate
for the Interest Period for such A Advance from (ii) the rate obtained by
dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar
Rate Reserve Percentage of such Lender for such Interest Period, payable on each
date on which interest is payable on such A Advance. All claims for such
additional interest shall be submitted by such Lender to the Company (with a
copy to the Administrative Agent) as soon as is reasonably possible and in all
events within ninety days after the first day of such Interest Period; provided,
however, that if a claim is not submitted to the Company within such ninety day
period, such Lender shall thereby waive its claim to such additional interest
incurred during such ninety-day period but not to any such additional interest
incurred thereafter. A certificate as to the amount of such additional interest,
submitted to the Company (with a copy to the Administrative Agent) by such
Lender, shall be conclusive and binding for all purposes, absent manifest error.

                                       17

<PAGE>

     SECTION 2.09 Interest Rate Determination. (a) Each Reference Bank agrees to
furnish to the Administrative Agent timely information for the purpose of
determining the Eurodollar Rate. If any one or more of the Reference Banks shall
not furnish such timely information to the Administrative Agent for
determination of any such interest rate, the Administrative Agent shall
determine such interest rate on the basis of timely information furnished by the
remaining Reference Banks.

     (l) The Administrative Agent shall give prompt notice to the Company and
the Lenders of the applicable interest rate determined by the Administrative
Agent for purposes of Section 2.07(a) or (b), and the applicable rate, if any,
furnished by each Reference Bank for determining the applicable interest rate
under Section 2.07(b).

     (m) If fewer than two Reference Banks furnish timely information to the
Administrative Agent for determining the Eurodollar Rate for any Eurodollar Rate
Advances,

          (i) the Administrative Agent shall forthwith notify the Company and
     the Lenders that the interest rate cannot be determined for such Eurodollar
     Rate Advances,

          (ii) each such Advance will automatically, on the last day of the then
     existing Interest Period therefor, Convert into a Base Rate Advance (or if
     such Advance is then a Base Rate Advance, will continue as a Base Rate
     Advance), and

          (iii) the obligation of the Lenders to make, or to Convert A Advances
     into, Eurodollar Rate Advances shall be suspended until the Administrative
     Agent shall notify the Company and the Lenders that the circumstances
     causing such suspension no longer exist.

     (n) If, with respect to any Eurodollar Rate Advances, the Majority Lenders
notify the Administrative Agent that the Eurodollar Rate for any Interest Period
for such A Advances will not adequately reflect the cost to such Majority
Lenders of making, funding or maintaining their respective Eurodollar Rate
Advances for such Interest Period, the Administrative Agent shall forthwith so
notify the Company and the Lenders, whereupon

          (i) each Eurodollar Rate Advance will automatically, on the last day
     of the then existing Interest Period therefor, Convert into a Base Rate
     Advance, and

          (ii) the obligation of the Lenders to make, or to Convert A Advances
     into, Eurodollar Rate Advances shall be suspended until the Administrative
     Agent shall notify the Company and the Lenders that the circumstances
     causing such suspension no longer exist.

     (o) If the Company shall fail to select the duration of any Interest Period
for any Eurodollar Rate Advances in accordance with the provisions contained in
the definition of

                                       18

<PAGE>

"Interest Period" in Section 1.01, the Administrative Agent will forthwith so
notify the Company and the Lenders and such Advances will automatically, on the
last day of the then existing Interest Period therefor, Convert into Base Rate
Advances.

     (p) On the date on which the aggregate unpaid principal amount of A
Advances comprising any A Borrowing shall be reduced, by prepayment or
otherwise, to less than $20,000,000, such A Advances shall, if they are Advances
of a Type other than Base Rate Advances, automatically Convert into Base Rate
Advances, and on and after such date the right of the Company to Convert such A
Advances into Advances of a Type other than Base Rate Advances shall terminate;
provided, however, that if and so long as each such A Advance shall be of the
same Type and have the same Interest Period as A Advances comprising another A
Borrowing or other A Borrowings, and the aggregate unpaid principal amount of
all such A Advances shall equal or exceed $20,000,000, the Company shall have
the right to continue all such A Advances as, or to Convert all such A Advances
into, Advances of such Type having such Interest Period.

     SECTION 2.10 Voluntary Conversion of A Advances. The Company may, on any
Business Day prior to the Termination Date (including any date occurring on and
after the effectiveness of the Term Loan Conversion Option), upon notice given
to the Administrative Agent not later than 10:00 A.M. (New York City time) on
the third Business Day prior to the date of the proposed Conversion, in the case
of any proposed Conversion into Eurodollar Rate Advances, and on the date of the
proposed Conversion, in the case of any proposed Conversion into Base Rate
Advances, and subject to the provisions of Sections 2.09 and 2.13 and so long as
no Event of Default has occurred and is continuing on the date of such proposed
Conversion, Convert all A Advances of one Type comprising the same A Borrowing
into Advances of another Type; provided, however, that any Conversion of any
Eurodollar Rate Advances into Advances of another Type shall be made on, and
only on, the last day of an Interest Period for such Eurodollar Rate Advances.
Each such notice of a Conversion (a"Notice of Conversion") shall be by telex,
telecopier or cable, confirmed promptly in writing, in substantially the form of
Exhibit B-3 hereto and shall, within the restrictions specified above, specify
(i) the date of such Conversion, (ii) the aggregate amount of, Type of, and
Interest Periods applicable to the A Advances to be Converted, (iii) the Type of
A Advance to which such A Advances (or portions thereof) are proposed to be
Converted, and (iv) if such Conversion is into Eurodollar Rate Advances, the
duration of the Interest Period for each such A Advance.

     SECTION 2.11 Prepayments of A Advances. (a) The Company shall have no right
to prepay any principal amount of any A Advances other than as provided in
subsection (b) below.

     (q) The Company may, upon notice given to the Administrative Agent at least
two Business Days prior to the proposed prepayment, in the case of any
Eurodollar Rate Advance, and on the date of the proposed prepayment, in the case
of any Base Rate Advance, and if such notice is given the Company shall, prepay
the outstanding principal amounts of the A Advances comprising the same
Borrowing in whole or ratably in part, together with accrued interest to the

                                       19

<PAGE>

date of such prepayment on the amount prepaid and, in the case of any Eurodollar
Rate Advance, any amount payable pursuant to Section 8.04(b); provided, however,
that each partial prepayment shall be in an aggregate principal amount not less
than $5,000,000 and in integral multiples of $1,000,000 in excess thereof.

     SECTION 2.12 Increased Costs. (a) If, due to either (i) the introduction of
or any change (other than any change by way of imposition or increase of reserve
requirements, in the case of Eurodollar Rate Advances, included in the
Eurodollar Rate Reserve Percentage), in or in the interpretation of any law or
regulation, or (ii) the compliance with any guideline or request from any
central bank or other governmental authority (whether or not having the force of
law), there shall be any increase in the cost to any Lender of agreeing to make
or making, funding or maintaining Eurodollar Rate Advances, then the Company
shall from time to time, upon demand by such Lender (with a copy of such demand
to the Administrative Agent), pay to the Administrative Agent for account of
such Lender additional amounts sufficient to reimburse such Lender for such
increased cost. All claims for increased cost shall be submitted by such Lender
to the Company (with a copy to the Administrative Agent) as soon as is
reasonably possible and in all events within ninety days after such
introduction, such change, or the beginning of such compliance, the occurrence
of which resulted in such increased cost, and the Company shall make such
payment within five Business Days after notice of such claim is received;
provided, however, that if a claim is not submitted to the Company within such
ninety-day period, such Lender shall thereby waive its claim to such increased
cost incurred during such ninety-day period but not to any such increased cost
incurred thereafter. A certificate as to the amount of such increased cost,
submitted to the Company (with a copy to the Administrative Agent) by such
Lender, shall be conclusive and binding for all purposes, absent manifest error.

     (r) If any Lender determines that compliance with any law or regulation or
any guideline or request from any central bank or other governmental authority
(whether or not having the force of law) affects or would affect the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender and that the amount of such capital is increased by or
based upon the existence of such Lender's commitment to lend hereunder and other
commitments of this type, then, upon demand by such Lender (with a copy of such
demand to the Administrative Agent), the Company shall immediately pay to the
Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender's commitment to lend hereunder. All claims for
such additional amounts shall be submitted by such Lender (with a copy to the
Administrative Agent) as soon as is reasonably possible and in all events within
ninety days after such determination by such Lender, and the Company shall make
such payment within five Business Days after notice of such claim is received;
provided, however, that if a claim is not submitted to the Company within such
ninety-day period, such Lender shall thereby waive its claim to such additional
amounts incurred during such ninety-day period but not to any such additional
amounts incurred thereafter. A certificate as to such amounts submitted to the

                                       20

<PAGE>

Company and the Administrative Agent by such Lender shall be conclusive and
binding for all purposes, absent manifest error.

     SECTION 2.13 Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for such Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or
B Advances based upon the Eurodollar Rate or to fund or maintain Eurodollar Rate
Advances or B Advances based upon the Eurodollar Rate hereunder, (i) the
obligation of the Lenders to make Eurodollar Rate Advances or B Advances based
upon the Eurodollar Rate, or to Convert A Advances into Eurodollar Rate
Advances, shall be suspended until the Administrative Agent shall notify the
Company and the Lenders that the circumstances causing such suspension no longer
exist, (ii) the Company shall forthwith prepay in full all Eurodollar Rate
Advances of all Lenders then outstanding, together with interest accrued
thereon, unless the Company, within five Business Days of notice from the
Administrative Agent, Converts all Eurodollar Rate Advances of all Lenders then
outstanding into Advances of another Type in accordance with Section 2.10 and
(iii) the Company shall forthwith prepay all B Advances based upon the
Eurodollar Rate of all Lenders then outstanding, together with interest thereon.

     SECTION 2.14 Payments and Computations. (a) The Company shall make each
payment hereunder and under the Notes not later than 11:00 A.M. (New York City
time) on the day when due in U.S. dollars to the Administrative Agent at its
address referred to in Section 8.02 in same day funds. The Administrative Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest or fees (other than pursuant to Section 2.03,
2.08 or 2.12) ratably to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of an Assignment and Acceptance and recording of
the information contained therein in the Register pursuant to Section 8.07(d),
from and after the effective date specified in such Assignment and Acceptance,
the Administrative Agent shall make all payments hereunder and under the Notes
in respect of the interest assigned thereby to the Lender assignee thereunder,
and the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date directly
between themselves.

     (s) All computations of interest based on the Base Rate shall be made by
the Administrative Agent on the basis of a year of 365 or 366 days, as the case
may be, and all computations of interest based on the Eurodollar Rate or of fees
payable hereunder shall be made by the Administrative Agent, and all
computations of interest pursuant to Section 2.08 shall be made by a Lender, on
the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period of
which such interest

                                       21

<PAGE>

or fees are payable. Each determination by the Administrative Agent (or, in the
case of Section 2.08, by a Lender) of an interest rate hereunder shall be
conclusive and binding for all purposes.

     (t) Whenever any payment hereunder or under the Notes shall be stated to be
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fees, as the case may be;
provided, however, that if such extension would cause payment of interest on or
principal of Eurodollar Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.

     (u) Unless the Administrative Agent shall have received notice from the
Company prior to the date on which any payment is due to the Lenders hereunder
that the Company will not make such payment in full, the Administrative Agent
may assume that the Company has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Lender on such due date an amount
equal to the amount then due such Lender. If and to the extent the Company shall
not have so made such payment in full to the Administrative Agent, each Lender
shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Lender, together with interest thereon for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Administrative Agent at the Federal Funds Rate.

     SECTION 2.15 Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the A Advances made by it (other than
pursuant to Section 2.03, 2.08 or 2.12) in excess of its ratable share of
payments on account of the A Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participation in the A
Advances made by them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery, together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Company agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.15
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Company in the amount of such
participation.

     SECTION 2.16 Extension of Commitment Termination Date. (a) Unless (i) the
Commitment Termination Date shall have occurred or (ii) the Company shall have
exercised the Term Loan Conversion Option in accordance with Section 2.17, at
least 30 days but not more

                                       22

<PAGE>

than 45 days prior to each Extension Date, the Company may request that the
Lenders, by written notice to the Administrative Agent (in substantially the
form attached hereto as Exhibit F), consent to a 364-day extension of the
Commitment Termination Date. Each Lender shall, in its sole discretion,
determine whether to consent to such request and shall notify the Administrative
Agent of its determination at least 20 days but not more than 30 days prior to
such Extension Date. The failure to respond by any Lender within such time
period shall be deemed a denial of such request. The Administrative Agent shall
deliver a notice to the Company and the Lenders at least 15 days but not more
than 20 days, prior to such Extension Date of the identity of the Lenders that
have consented to such extension and the Lenders that have declined such consent
(the "Declining Lenders"). If Lenders holding in the aggregate less than 51% of
the Commitments (without regard to any B Reductions) have consented to the
requested extension, the Commitment Termination Date shall not be extended, and
the Commitments of all Lenders shall terminate on the then current Commitment
Termination Date.

     (v) If Lenders holding in the aggregate at least 51% of the Commitments
(without regard to any B Reductions) have consented to the requested extension,
subject to the conditions set forth in Section 2.16(c), the Commitment
Termination Date shall be extended as to such consenting Lenders only (and not
as to any Declining Lender) for a period of 364 days from the then current
Commitment Termination Date, and the Commitments of any Declining Lenders shall
terminate on the Commitment Termination Date (as theretofore in effect) and all
Advances of such Declining Lenders shall be repaid to them on such date. If the
Company so requests, each Lender consenting to such request shall be given the
opportunity at least seven days but not more than 15 days prior to such
Extension Date, in each Lender's sole discretion, to commit to increase its
Commitment by submission of a written notice setting forth the desired increase
in such Lender's Commitment to the Administrative Agent in amounts such that the
aggregate Commitments hereunder after giving effect to any such extension and
increase in the Commitments shall not exceed the aggregate Commitment
immediately prior to such Extension Date. If the Administrative Agent receives
Commitments to increase the Commitments from the Lenders, which, when aggregated
with the existing Commitments, (i) are less than or equal to the Commitments
immediately prior to such Extension Date, the Administrative Agent shall accept
all such Commitments, (ii) are greater than the Commitments on the date hereof,
the Administrative Agent may determine, in its reasonable discretion, which
Commitments to accept and the amounts by which each submitting Lender's
Commitments shall be increased so that the aggregate Commitments after such
Extension Date shall equal the aggregate Commitments immediately prior to such
Extension Date (any Lender whose commitment to increase its Commitment hereunder
is accepted by the Administrative Agent, an "Increasing Commitment Lender"). If
Lenders do not consent to increase the aggregate Commitments to an amount equal
to the Commitments immediately prior to such Extension Date, the Company may, at
least two days but not more than seven days prior to such Extension Date,
request that the Administrative Agent, in its sole discretion, accept the
Commitment or Commitments of an Eligible Assignee or Eligible Assignees such
that the aggregate Commitments hereunder after such Extension Date shall not be
greater than Commitments hereunder immediately prior to such Extension Date. If
the Administrative Agent shall accept the Commitment of any Increasing
Commitment Lender or

                                       23

<PAGE>

Eligible Assignee, the Commitments of the Declining Lenders shall terminate on
such Extension Date, and any Advances made by such Declining Lenders shall be
repaid on such date in accordance with this Agreement.

     (w) Each such accepted Eligible Assignee and each Increasing Commitment
Lender shall deliver a signature page hereto indicating that it is bound by the
terms hereof and setting forth its aggregate Commitment hereunder. Such new
signature page shall constitute a part hereof upon acceptance by the
Administrative Agent and, in the case of any signature page submitted by any
Increasing Commitment Lender, shall replace such Increasing Commitment Lender's
signature page. Any such extension shall become effective upon the then current
Extension Date, if the Company shall have delivered to (i) the Administrative
Agent and each Lender, on or prior to the then current Extension Date, an
opinion of counsel to the Company substantially in the form of Exhibit D-2
attached hereto upon which each Lender and the Administrative Agent may rely,
together with any governmental order referred to therein attached thereto, (ii)
any Increasing Commitment Lender and any new Lender hereunder, a new A Note in
the principal amount of such Lender's increase of its Commitment hereunder, in
the case of an Increasing Commitment Lender, and in the principal amount of such
Lender's Commitment, in the case of a new Lender, in each case after giving
effect to any such extension and (iii) a certificate of the type described in
Section 3.01(d) with respect to officers authorized to sign the Notes described
in clause (ii) hereof. Upon satisfaction of such conditions and the
effectiveness of such extension, each new Lender and Increasing Commitment
Lender shall make A Advances to the Company (A) in the case of each new Lender,
equal to such Lender's ratable portion of the A Advances outstanding immediately
prior to such Extension Date and (B) in the case of each Increasing Commitment
Lender, equal to such portion of such Lender's ratable portion of the A Advances
(assuming that such Lender's Commitment consists only of the increased portion
thereof) outstanding immediately prior to such Extension Date, in each case,
without giving effect to any repayment of A Advances to Declining Lenders made
on such Extension Date.

     SECTION 2.17 Term Loan Conversion Option. At least 1 Business Day but not
more than 45 Business Days prior to any Commitment Termination Date, and subject
to the conditions set forth in Section 3.02 and delivery on or prior to such
Commitment Termination Date of an opinion of counsel to the Company
substantially in the form of Exhibit D-2 attached hereto, together with any
necessary NCUC Order and the SCPSC Order referred to therein and attached
thereto, to the Administrative Agent and each of the Lenders, by submission of a
written notice (substantially in the form of Exhibit G) to the Administrative
Agent, the Company may request that the Lenders convert all A Advances made
hereunder into term loans. Upon satisfaction of such conditions and delivery of
such notice (the "Term Loan Conversion Notice"), the A Advances shall convert
into term loans on the then current Commitment Termination Date and all such A
Advances shall become due and payable on the first anniversary of such
Commitment Termination Date. Notwithstanding the foregoing, any Term Loan
Conversion Notice may be delivered by the Company in conjunction with (and
simultaneously with) any request for extension of the Commitment Termination
Date pursuant to Section 2.16, above. If such

                                       24

<PAGE>

extension of the Commitment Termination Date shall occur as provided in Section
2.16, such Term Loan Conversion Notice shall be deemed withdrawn and shall be of
no further effect.

                                  ARTICLE III.
                              CONDITIONS OF LENDING

     SECTION 3.01 Conditions Precedent to Closing. The Commitments of the
Lenders shall not become effective unless and until (iv) the conditions
precedent set forth in Section 3.01 of the $375,000,000 5-Year Revolving Credit
Agreement, dated as of the date hereof, among the Company, the Banks, the
Lenders from time to time party thereto and Citibank, N.A., as Administrative
Agent shall have been satisfied, (v) the Existing Facilities shall have been
terminated and all amounts outstanding thereunder shall have been paid in full
and (vi) the Administrative Agent shall have received the following:

     (a) The A Notes to the order of the Lenders, respectively.

     (b) Certified copies of the resolutions of the Board of Directors of the
Company approving this Agreement and the Notes, and of all documents evidencing
other necessary corporate action and governmental approvals, including the NCUC
Order and the SCPSC Order, with respect to this Agreement and the Notes.

     (c) A certificate of the Secretary or an Assistant Secretary of the
Company, dated as of the date hereof, certifying the names and true signatures
of the officers of the Company authorized to sign this Agreement and the Notes
and the other documents to be delivered hereunder.

     (d) A certificate of a Responsible Officer of the Company, dated as of the
date hereof, certifying (i) the accuracy of the representations and warranties
contained herein and (ii) that no event has occurred and is continuing which
constitutes an Event of Default or which would constitute an Event of Default
but for the requirement that notice be given or time elapse, or both.

     (e) Certified copies of all required governmental approvals and
authorizations.

     (f) Certified copy of the Restated Charter and By-Laws of the Company.

     (g) A favorable opinion of counsel for the Company, substantially in the
form of Exhibit D-1 hereto and as to such other matters as any Lender through
the Administrative Agent may reasonably request.

                                       25

<PAGE>

     (h) A favorable opinion of King & Spalding, counsel for the Administrative
Agent, substantially in the form of Exhibit E hereto.

     SECTION 3.02 Conditions Precedent to Each A Borrowing and to the Exercise
of the Term Loan Conversion Option. The obligation of each Lender to make an A
Advance on the occasion of each A Borrowing (including the initial A Borrowing)
and the obligation to convert the A Advances into term loans in accordance with
Section 2.17 shall be subject to the further conditions precedent that (i in the
case of the making of an A Advance, the Administrative Agent shall have received
the written confirmatory Notice of A Borrowing with respect thereto, and (ii on
the date of such A Borrowing or exercise of the Term Loan Conversion Option, as
the case may be, the following statements shall be true (and each of the giving
of the applicable Notice of A Borrowing or Term Loan Conversion Notice, as the
case may be, and the acceptance by the Company of the proceeds of such A
Borrowing, in the case of an A Borrowing, or the conversion of the A Advances
into term loans, in the case of such exercise, shall constitute a representation
and warranty by the Company that, on the date of such A Borrowing or exercise,
as the case may be, such statements are true):

     (i) The representations and warranties contained in Section 4.01 (excluding
those contained in Section 4.01(e)) are correct on and as of the date of such A
Borrowing or the date of effectiveness of the Term Loan Conversion Option, as
the case may be, before and after giving effect to (x) such A Borrowing and to
the application of the proceeds therefrom or (y) such effectiveness, as the case
may be, as though made on and as of such date; and

     (j) No event has occurred and is continuing, or would result from such A
Borrowing or from the application of the proceeds therefrom or the exercise of
such Term Loan Conversion Option, as the case may be, which constitutes an Event
of Default or which would constitute an Event of Default but for the requirement
that notice be given or time elapse, or both.

     SECTION 3.03. Conditions Precedent to Each B Borrowing. The obligation of
each Lender which is to make a B Advance on the occasion of a B Borrowing
(including the initial B Borrowing) to make such B Advance as part of such B
Borrowing is subject to the conditions precedent that (i the Administrative
Agent shall have received the written confirmatory Notice of B Borrowing with
respect thereto, (ii on or before the date of such B Borrowing, but prior to
such B Borrowing, the Administrative Agent shall have received a B Note payable
to the order of such Lender for each of the one or more B Advances to be made by
such Lender as part of such B Borrowing, in a principal amount equal to the
principal amount of the B Advance to be evidenced thereby and otherwise on such
terms as were agreed to for such B Advance in accordance with Section 2.03, and
(iii on the date of such B Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of B Borrowing and the acceptance by
the Company of the proceeds of such B Borrowing shall constitute a
representation and warranty by the Company that, on the date of such B
Borrowing, such statements are true):

                                       26

<PAGE>

     (k) The representations and warranties contained in Section 4.01 (other
than Section 4.01(e)) are true and correct on and as of the date of such B
Borrowing, before and after giving effect to such B Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date;
and

     (l) No event has occurred and is continuing, or would result from such B
Borrowing or from the application of the proceeds therefrom, which constitutes
an Event of Default or which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both.

                                  ARTICLE IV.
                         REPRESENTATIONS AND WARRANTIES

     SECTION 4.01. Representations and Warranties of the Company. The Company
represents and warrants as follows:

     (a) The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of North Carolina and is duly
qualified to do business and in good standing under the laws of the State of
South Carolina.

     (b) The execution, delivery and performance by the Company of this
Agreement and the Notes are within the Company's corporate powers, have been
duly authorized by all necessary corporate action, and do not contravene (i the
Company's charter or by-laws or (ii any law or contractual restriction binding
on or affecting the Company.

     (c) No authorization or approval or other action by, and no notice to or
filing with any governmental authority or regulatory body is required for the
due execution, delivery and performance by the Company of this Agreement or the
Notes, other than the NCUC Order and the SCPSC Order, each of which has been
duly issued, is final and in full force and effect, and all periods for review
or appeal thereof have expired, and no such request for review or appeal has
been filed and is pending.

     (d) This Agreement is, and the Notes when delivered hereunder will be,
legal, valid and binding obligations of the Company enforceable against the
Company in accordance with their respective terms.

     (e) The Consolidated balance sheet of the Company and the Subsidiaries as
at December 31, 1997, and the related Consolidated statements of income and
retained earnings of the Company and the Subsidiaries for the fiscal year then
ended, copies of which have been furnished to each Lender, fairly present the
financial condition of the Company and the Subsidiaries as at such date and the
results of the operations of the Company and the Subsidiaries

                                       27

<PAGE>

for the period ended on such date, all in accordance with generally accepted
accounting principles consistently applied. Since December 31, 1997, there has
been no material adverse change in the financial condition, operations or
properties of the Company.

     (f) Except as described in the reports and registration statements which
the Company has filed with the Securities and Exchange Commission prior to the
date of this Agreement, there is no pending or threatened action or proceeding
affecting the Company or any Subsidiary before any court, governmental agency or
arbitrator, which may materially adversely affect the financial condition,
operations or properties of the Company.

     (g) No proceeds of any Advance will be used to acquire any security in any
transaction which is subject to Sections 13 and 14 of the Securities Exchange
Act of 1934.

     (h) The Company is not engaged in the business of extending credit for the
purpose of buying or carrying margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve System), and no proceeds
of any Advance will be used to buy or carry any margin stock or to extend credit
to others for the purpose of buying or carrying any margin stock.

     (i) Following application of the proceeds of each Advance, not more than 5
percent of the value of the assets (either of the Company only or of the Company
and the Subsidiaries on a Consolidated basis) subject to the provisions of
Section 5.02(a) or 5.02(e) will be margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System).

     (j) No Termination Event has occurred or is reasonably expected to occur
with respect to any Plan.

     (k) The Company is not an "investment company" or a company "controlled" by
an "investment company", within the meaning of the Investment Company Act of
1940, as amended.

     (l) The Company is in substantial compliance with all applicable laws,
rules, regulations and orders of any governmental authority, the noncompliance
with which would materially and adversely affect the business or condition of
the Company, such compliance to include, without limitation, substantial
compliance with Environmental Laws and paying before the same become delinquent
all material taxes, assessments and governmental charges imposed upon it or upon
its property, except to the extent compliance with any of the foregoing is then
being contested in good faith by appropriate legal proceedings.

                                       28

<PAGE>

                                   ARTICLE V.
                            COVENANTS OF THE COMPANY

     SECTION 5.01. Affirmative Covenants. So long as any Note shall remain
unpaid or any Lender shall have any Commitment hereunder, the Company shall,
unless the Majority Lenders shall otherwise consent in writing:

     (a) Compliance with Laws, Etc. Except to the extent contested in good
faith, comply, and cause each Subsidiary to comply, with all applicable laws,
rules, regulations and orders (such compliance to include, without limitation,
paying before the same become delinquent all taxes, assessments and governmental
charges imposed upon it or upon its property), the non-compliance with which
would materially adversely affect the Company's business or credit.

     (b) Preservation of Corporate Existence, Etc. Preserve and maintain its
corporate existence, rights (charter and statutory) and franchises.

     (c) Visitation Rights. At any reasonable time and from time to time, permit
the Administrative Agent or any of the Lenders or any agents or representatives
thereof to examine and make copies of and abstracts from the records and books
of account of, and visit the properties of, the Company and any of the
Subsidiaries, and to discuss the affairs, finances and accounts of the Company
and any of the Subsidiaries with any of their respective officers or directors.

     (d) Keeping of Books. Keep, and cause each Subsidiary to keep, proper books
of record and account, in which full and correct entries shall be made of all
financial transactions and the assets and business of the Company and such
Subsidiary in accordance with generally accepted accounting principles
consistently applied.

     (e) Maintenance of Properties, Etc. Maintain and preserve, and cause each
Subsidiary to maintain and preserve, all of its properties which are used or
useful in the conduct of its business in good working order and condition,
ordinary wear and tear excepted.

     (f) Maintenance of Insurance. Maintain, and cause each Subsidiary to
maintain, insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks as is usually carried by
companies engaged in similar businesses and owning similar properties in the
same general areas in which the Company or such Subsidiary operates.

     (g) Taxes. File, and cause each Subsidiary to file, all tax returns
(federal, state and local) required to be filed and paid and pay all taxes shown
thereon to be due, including interest

                                       29

<PAGE>

and penalties, or provide adequate reserves for payment thereof other than such
taxes that the Company or such Subsidiary is contesting in good faith by
appropriate legal proceedings.

     (h) Material Obligations. Pay, and cause each Subsidiary to pay, promptly
as the same shall become due each material obligation of the Company or such
Subsidiary.

     (i) Reporting Requirements. Furnish to the Lenders: (i as soon as available
and in any event within 60 days after the end of each of the first three
quarters of each fiscal year of the Company, a Consolidated balance sheet of the
Company and the Subsidiaries as at the end of such quarter and Consolidated
statements of income and retained earnings of the Company and the Subsidiaries
for the period commencing at the end of the previous fiscal year and ending with
the end of such quarter, certified by the treasurer or the chief financial
officer of the Company; (ii as soon as available and in any event within 100
days after the end of each fiscal year of the Company, a copy of the annual
report for such year for the Company and the Subsidiaries, containing
Consolidated financial statements for such year certified by Deloitte & Touche
or other independent public accountants acceptable to the Majority Lenders; (iii
promptly after the sending or filing thereof, copies of all reports which the
Company sends to any of its security holders, and copies of all reports and
registration statements which the Company or any Subsidiary files with the
Securities and Exchange Commission or any national securities exchange; (iv
immediately upon the Company's knowing of the occurrence of any Event of Default
or any event which, with the giving of notice or lapse of time, or both, would
constitute an Event of Default, a statement of the chief financial officer or
treasurer of the Company setting forth details of such Event of Default or event
and the action which the Company proposes to take with respect thereto; and (v
such other information respecting the condition or operations, financial or
otherwise, of the Company or any Subsidiary as any Lender through the
Administrative Agent may from time to time reasonably request.

     (j) Indebtedness to Total Capitalization. Maintain at all times a ratio of
consolidated Indebtedness of the Company and its Subsidiaries to Total
Capitalization of not more than 65%.

     (k) Use of Proceeds. Use the proceeds of each Advance solely for general
corporate purposes (including, without limitation, as a commercial paper
back-up). No proceeds of any Advance will be used to acquire any equity security
of a class that is registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended and in effect from time to time.

     SECTION 5.02. Negative Covenants. So long as any Note shall remain unpaid
or any Lender shall have any Commitment hereunder, the Company will not, without
the written consent of the Majority Lenders:

     (l) Liens, Etc. Create, incur, assume or suffer to exist, or permit any
Subsidiary to create, incur, assume or suffer to exist, any lien, security
interest or other charge or encumbrance, or any other type of preferential
arrangement, upon or with respect to any of its properties, whether now owned or
hereafter acquired, or assign, or permit any Subsidiary to assign, any

                                       30

<PAGE>

right to receive income, in each case to secure any Indebtedness of any Person,
other than (i liens, mortgages and security interests created by the Mortgage,
(ii liens and security interests affecting the fuel used by the Company in its
power generating operations, and (iii liens, mortgages and security interests
securing other Indebtedness not exceeding $100,000,000; provided, however, that,
in the event that and for so long as the First Mortgage Bonds are rated lower
than BBB- or Baa3 by S&P or Moody's, respectively, or, in the event that neither
of such corporations is in the business of rating the First Mortgage Bonds,
lower than an equivalent rating of the First Mortgage Bonds by another
nationally-recognized credit rating agency of similar standing, the Company's
right to continue to create, incur and suffer to exist liens, mortgages and
security interests securing other Indebtedness pursuant to the foregoing clause
(iii) shall be suspended.

     (m) Indebtedness. Create, incur, assume or suffer to exist, or permit any
Subsidiary to create, incur, assume or suffer to exist, any Indebtedness other
than (i Indebtedness hereunder and under the Notes, (ii Indebtedness secured by
liens and security interests permitted pursuant to clauses (ii) and (iii) of
subsection 5.02(a), (iii Indebtedness evidenced by the First Mortgage Bonds and
(iv unsecured Indebtedness, including guarantees issued in connection with the
financing of pollution control facilities operated by the Company, guarantees of
Indebtedness incurred by any wholly-owned Subsidiary and guarantees of debt
securities issued by any financing Subsidiary established to secure debt
financing in the offshore markets.

     (n) Lease Obligations. Create, incur, assume or suffer to exist, or permit
any Subsidiary to create, incur, assume or suffer to exist, any obligations for
the payment of rental for any property under leases or agreements to lease
having a term of one year or more which would cause the direct or contingent
Consolidated liabilities of the Company and the Subsidiaries in respect of all
such obligations payable in any calendar year to exceed 10% of the Consolidated
operating revenues of the Company and the Subsidiaries for the immediately
preceding calendar year.

     (o) Mergers, Etc. Merge with or into or consolidate with or into, or
acquire all or substantially all of the assets or securities of, any Person,
unless, in each case, (i immediately after giving effect thereto, no event shall
occur and be continuing which constitutes an Event of Default or an event which
with the giving of notice or lapse of time, or both, would constitute an Event
of Default, and (ii in the case of any such merger to which the Company is a
party, such other Person is a utility company and the resulting or surviving
corporation, if not the Company, (x) is organized and existing under the laws of
the United States of America or any State thereof, (y) is a corporation
satisfactory to the Majority Lenders, and (z) shall have expressly assumed, by
an instrument satisfactory in form and substance to the Majority Lenders, the
due and punctual payment of all amounts due under this Agreement and the Notes
and the performance of every covenant and undertaking of the Company contained
in this Agreement.

     (p) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of,
or permit any Subsidiary to sell, lease, transfer or otherwise dispose of, any
of its assets, other than the

                                       31

<PAGE>

following sales: (i sales of generating capacity to the Company's wholesale
customers, (ii sales of nuclear fuel, (iii sales of accounts receivable, (iv
sales in connection with a transaction authorized by subsection (d) of this
Section, (v sales of investments in securities with a maturity of less than one
year, or (vi other sales not exceeding $150,000,000 in the aggregate in any
fiscal year of the Company.

     (q) Margin Stock. Use any proceeds of any Advance to buy or carry margin
stock (within the meaning of Regulation U issued by the Board of Governors of
the Federal Reserve System).

                                  ARTICLE VI.
                                EVENTS OF DEFAULT

     SECTION 6.01. Events of Default. If any of the following events ("Events of
Default") shall occur and be continuing:

     (a) The Company shall fail to pay any installment of principal of any Note
when due, or shall fail to pay any interest on any Note or any fees hereunder
within five Business Days after such interest or fees shall become due; or

     (b) Any representation or warranty made by the Company herein or by the
Company (or any of its officers) in connection with this Agreement shall prove
to have been incorrect in any material respect when made; or

     (c) The Company shall fail to perform or observe any other term, covenant
or agreement contained in Sections 5.01(b), 5.01(i)(iv), 5.01(j) or 5.02 on its
part to be performed or observed; or the Company shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement on its
part to be performed or observed and any such failure shall remain unremedied
for 30 days after written notice thereof shall have been given to the Company by
the Administrative Agent or any Lender; or

     (d) The Company or any of the Subsidiaries shall fail to pay any amount in
respect of any Indebtedness in excess of $10,000,000 (but excluding Indebtedness
evidenced by the Notes) of the Company or such Subsidiary (as the case may be),
or any interest or premium thereon, when due (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise) and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Indebtedness; or any other default under any
agreement or instrument relating to any such Indebtedness, or any other event,
shall occur and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such default or
event is to accelerate, or to permit the acceleration of, the maturity of such
Indebtedness; or any such Indebtedness shall be declared to be due and payable,
or

                                       32

<PAGE>

required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or

     (e) The Company or any of the Subsidiaries shall generally not pay its
debts as such debts become due, or shall admit in writing its inability to pay
its debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against the Company or
any of the Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee, or other
similar official for it or for any substantial part of its property; or the
Company or any of the Subsidiaries shall take any corporate action to authorize
any of the actions set forth above in this subsection (e); or

     (f) Any judgment or order for the payment of money in excess of $10,000,000
shall be rendered against the Company or any of the Subsidiaries and either (i)
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or

     (g) Any Termination Event with respect to a Plan shall have occurred, and,
30 days after notice thereof shall have been given to the Company by the
Administrative Agent, (i) such Termination Event (if correctable) shall not have
been corrected and (ii) the then present value of such Plan's vested benefits
exceeds the then current value of assets accumulated in such Plan by more than
the amount of $20,000,000 (or in the case of a Termination Event involving the
withdrawal of a "substantial employer" (as defined in Section 4001(a)(2) of
ERISA), the withdrawing employer's proportionate share of such excess shall
exceed such amount); or

     (h) The Company or any of its Affiliates as employer under a Multiemployer
Plan shall have made a complete or partial withdrawal from such Multiemployer
Plan and the plan sponsor of such Multiemployer Plan shall have notified such
withdrawing employer that such employer has incurred a withdrawal liability in
an annual amount exceeding $20,000,000; or

then, and in any such event, the Administrative Agent shall at the request, or
may with the consent, of the Majority Lenders, by notice to the Company, (i)
declare the Commitments and the obligation of each Lender to make Advances to be
terminated, whereupon the same shall forthwith terminate, and (ii) declare the
Notes, all interest thereon and all other amounts payable under this Agreement
to be forthwith due and payable, whereupon the Notes, all such interest and all
such amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Company; provided, however, that in the event of an actual or
deemed entry of an order for relief with respect to the Company or any of the
Subsidiaries under the Federal Bankruptcy Code, (A) the obligation of each
Lender to make Advances shall automatically be terminated and (B) the

                                       33

<PAGE>

Notes, all such interest and all such amounts shall automatically become and be
due and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Company.

                                  ARTICLE VII.
                            THE ADMINISTRATIVE AGENT;
                             THE DOCUMENTATION AGENT

     SECTION 7.01. Authorization and Action. Each Lender hereby appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are
reasonably provided for by this Agreement (including, without limitation,
enforcement or collection of the Notes), the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that the Administrative Agent shall not be required to take
any action which exposes the Administrative Agent to personal liability or which
is contrary to this Agreement or applicable law.

     SECTION 7.02. Administrative Agent's Reliance, Etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with this Agreement, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Administrative Agent: (i) may treat the payee of any Note as the
holder thereof until the Administrative Agent receives and accepts an Assignment
and Acceptance entered into by the Lender which is the payee of such Note, as
assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07;
(ii) may consult with legal counsel (including counsel for the Company),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations made in or in
connection with this Agreement; (iv) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement on the part of the Company or to inspect the
property (including the books and records) of the Company; (v) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telegram,
telecopy, cable or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

                                       34

<PAGE>

     SECTION 7.03. The Administrative Agent, the Documentation Agent and their
Respective Affiliates. With respect to its Commitment, the Advances made by it
and the Notes issued to it, the Administrative Agent and the Documentation Agent
shall have the same rights and powers under this Agreement as any other Lender
and may exercise the same as though it were not the Administrative Agent or the
Documentation Agent, as the case may be; and the term "Lender" or "Lenders"
shall, unless otherwise expressly indicated, include each of Citibank and
Wachovia in its individual capacity, as applicable. Citibank, Wachovia and their
respective Affiliates may accept deposits from, lend money to, act as trustee
under indentures of, and generally engage in any kind of business with, the
Company, any of the Subsidiaries and any Person who may do business with or own
securities of the Company or any Subsidiary, all as if Citibank or Wachovia, as
the case may be, were not the Administrative Agent or the Documentation Agent,
as applicable, and without any duty to account therefor to the Lenders.

     SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the
Documentation Agent or any other Lender and based on the financial statements
referred to in Section 4.01(e) and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent, the Documentation Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

     SECTION 7.05. Indemnification. The Lenders agree to indemnify the
Administrative Agent and the Documentation Agent (to the extent not reimbursed
by the Company), ratably according to the respective principal amounts of the
Notes then held by each of them (or if no Notes are at the time outstanding,
ratably according to the respective amounts of their Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent or the Documentation Agent, as the case may be, in any way
relating to or arising out of this Agreement or any action taken or omitted by
the Administrative Agent or the Documentation Agent, as the case may be, under
this Agreement; provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's or
the Documentation Agent's, as the case may be, gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
the Administrative Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including reasonable counsel fees) incurred by the
Administrative Agent in connection with the preparation, execution,
administration, or enforcement of, or legal advice in respect of rights or
responsibility under, this Agreement, to the extent that the Administrative
Agent is not reimbursed for such expenses by the Company.

                                       35

<PAGE>

     SECTION 7.06. Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Company and may be removed at any time with or without cause by the Majority
Lenders. Upon any such resignation or removal, the Majority Lenders shall have
the right to appoint a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Majority Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving of notice of resignation or the Majority Lenders'
removal of the retiring Administrative Agent, appoint a successor Administrative
Agent, which shall be a commercial bank organized under the laws of the United
States of America or of any State thereof and having a combined capital and
surplus of at least $50,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations under this Agreement. After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Article VII shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.

                                  ARTICLE VIII.
                                  MISCELLANEOUS

     SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision of
this Agreement or the Notes, nor consent to any departure by the Company
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Majority Lenders, in the case of any such amendment, waiver or
consent of or in respect of this Agreement or any A Note, or the Lender which
shall have made the B Advance to which such amendment, waiver or consent
relates, in the case of any such amendment, waiver or consent of or in respect
of the B Note to which such B Advance relates, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all of the Lenders, do any of the following: (a)
waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) change
the Commitment of any Lender or subject any Lender to any additional
obligations, (c) reduce the principal of, or interest on, the A Notes or any
fees hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, the A Notes or any fees hereunder, (e) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the A Notes, or the
number of Lenders, which shall be required for the Lenders or any of them to
take any action under this Agreement, and (f) amend, waive, or in any way modify
or suspend any provision of Section 2.16 or of this Section 8.01; and provided,
further, that no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Lenders required
hereinabove to take such action, affect the rights or duties of the
Administrative Agent under this Agreement or any Note.

                                       36

<PAGE>

     SECTION 8.02. Notices, Etc. All notices and other communications provided
for hereunder shall, unless otherwise stated herein, be in writing (including
telegraphic communication) and mailed, telecopied, telegraphed or delivered, if
to the Company, at its address at 411 Fayetteville Street, Raleigh, North
Carolina 27602, Attention: Manager of Financial Operations; if to any Lender, at
its Domestic Lending Office set forth under its name on the signature pages
hereof; and if to the Administrative Agent, at its address at One Court Square,
7th Floor, Zone 2, Long Island City, New York 11120, Attention: Bank Loan
Syndications; or, as to each party, at such other address as shall be designated
by such party in a written notice to the other parties. All such notices and
communications shall be effective when received by the addressee thereof.

     SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender or
the Administrative Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder or under any Note preclude any
other or further exercise thereof of the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

     SECTION 8.04. Costs, Expenses and Taxes. (a) The Company agrees to pay on
demand all costs and expenses of the Administrative Agent in connection with (i)
the preparation, execution and delivery of this Agreement, the Notes and the
other documents to be delivered hereunder, (ii) the first Borrowing under this
Agreement, (iii) any modification, amendment or supplement to this Agreement,
the Notes and the other documents to be delivered hereunder and (iv the
enforcement of the rights and remedies of the Lenders and the Administrative
Agent under this Agreement, the Notes and the other documents to be delivered
hereunder (whether through negotiations or legal proceedings), all the above
costs and expenses to include, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent and each of the
Lenders with respect thereto. In addition, the Company shall pay any and all
stamp and other taxes payable or determined to be payable in connection with the
execution and delivery of this Agreement, the Notes and the other documents to
be delivered hereunder, and agrees to save the Administrative Agent and each
Lender harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes.

     (a) If, due to payments made by the Company due to acceleration of the
maturity of the Notes pursuant to Section 6.01 or due to any other reason, any
Lender receives payments of principal of any Eurodollar Rate Advance based upon
the Eurodollar Rate other than on the last day of the Interest Period for such A
Advance, the Company shall, upon demand by such Lender (with a copy of such
demand to the Administrative Agent), pay to the Administrative Agent for the
account of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses which it may reasonably incur as a result
of such payment, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by

                                       37

<PAGE>

reason of the liquidation or reemployment of deposits or other funds acquired by
any Lender to fund or maintain such A Advance.

     (b) Any and all payments by the Company hereunder or under the Notes shall
be made, in accordance with Section 2.14, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding, in
the case of each Lender and the Administrative Agent, taxes imposed on its
income, and franchise taxes imposed on it, by the jurisdiction under the laws of
which such Lender or the Administrative Agent (as the case may be) is organized
or any political subdivision thereof and, in the case of each Lender, taxes
imposed on its income, and franchise taxes imposed on it, by the jurisdiction of
such Lender's Applicable Lending Office or any political subdivision thereof
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities being hereinafter referred to as "Taxes"). If the Company shall
be required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Lender or the Administrative Agent, (i) the
sum payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 8.04) such Lender or the Administrative Agent (as the case
may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Company shall make such deductions and (iii) the
Company shall pay the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law.

     (c) The Company will indemnify each Lender and the Administrative Agent for
the full amount of Taxes (including, without limitation, any Taxes imposed by
any jurisdiction on amounts payable under this Section 8.04) paid by such Lender
or the Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally asserted. This
indemnification shall be made within 30 days from the date such Lender or the
Administrative Agent (as the case may be) makes written demand therefor.

     (d) Prior to the date of the initial Borrowing or on the date of the
Assignment and Acceptance pursuant to which it became a Lender, in the case of
each Lender that becomes a Lender by virtue of entering into an Assignment and
Acceptance, and from time to time thereafter if requested by the Company or the
Administrative Agent, each Lender organized under the laws of a jurisdiction
outside the United States shall provide the Administrative Agent and the Company
with the forms prescribed by the Internal Revenue Service of the United States
certifying that such Lender is exempt from United States withholding taxes with
respect to all payments to be made to such Lender hereunder and under the Notes.
If for any reason during the term of this Agreement, any Lender becomes unable
to submit the forms referred to above or the information or representations
contained therein are no longer accurate in any material respect, such Lender
shall notify the Administrative Agent and the Company in writing to that effect.
Unless the Company and the Administrative Agent have received forms or other
documents satisfactory to them indicating that payment hereunder or under any
Note are not subject to

                                       38

<PAGE>

United States withholding tax, the Company or the Administrative Agent shall
withhold taxes from such payments at the applicable statutory rate in the case
of payments to or for any Lender organized under the laws of a jurisdiction
outside the United States.

     (e) Any Lender claiming any additional amounts payable pursuant to Section
8.04(c) or (d) shall use its reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) (i) to change the jurisdiction of
its Applicable Lending Office if the making of such a change would avoid the
need for, or reduce the amount of, any such additional amounts which may
thereafter accrue and would not, in the reasonable judgment of such Lender, be
otherwise disadvantageous to such Lender and (ii) to otherwise minimize the
amounts due, or to become due, under Sections 8.04(c) and (d).

     (f) If the Company makes any additional payment to any Lender pursuant to
Sections 8.04(c) and (d) in respect of any Taxes, and such Lender determines
that it has received (i) a refund of such Taxes or (ii) a credit against or
relief or remission for, or a reduction in the amount of, any tax or other
governmental charge solely as a result of any deduction or credit for any Taxes
with respect to which it has received payments under Sections 8.04(c) and (d),
such Lender shall, to the extent that it can do so without prejudice to the
retention of such refund, credit, relief, remission or reduction, pay to the
Company such amount as such Lender shall have determined to be attributable to
the deduction or withholding of such Taxes. If such Lender later determines that
it was not entitled to such refund, credit, relief, remission or reduction to
the full extent of any payment made pursuant to the first sentence of this
Section 8.04(g), the Company shall upon demand of such Lender promptly repay the
amount of such overpayment. Any determination made by such Lender pursuant to
this Section 8.04(g) shall in the absence of bad faith or manifest error be
conclusive, and nothing in this Section 8.04(g) shall be construed as requiring
any Lender to conduct its business or to arrange or alter in any respect its tax
or financial affairs so that it is entitled to receive such a refund, credit or
reduction or as allowing any Person to inspect any records, including tax
returns, of any Lender.

     (g) Without prejudice to the survival of any other agreement of the Company
hereunder, the agreements and obligations of the Company contained in this
Section 8.04 shall survive the payment in full of principal and interest
hereunder and under the Notes.

     SECTION 8.05. Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the Company now or hereafter existing under
this Agreement and the Notes held by such Lender, irrespective of whether or not
such Lender shall have made any demand under this Agreement or such Note and
although such obligations may be unmatured. Each Lender agrees promptly to
notify the

                                       39

<PAGE>

Company after any such set-off and application made by such Lender; provided
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Lender under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which such Lender may have.

     SECTION 8.06. Binding Effect. This Agreement shall become effective when it
shall have been executed by the Company and the Administrative Agent and when
the Administrative Agent shall have been notified by each Lender that such
Lender has executed it and thereafter shall be binding upon and inure to the
benefit of the Company, the Administrative Agent and each Lender and their
respective successors and assigns, except that the Company shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of each Lender.

     SECTION 8.07. Assignments and Participations. (a) Each Lender may, with the
consent of the Agent and the Borrower (such consent not to be unreasonably
withheld and, in the case of the Borrower, such consent shall not be required if
an Event of Default has occurred and is continuing), assign to one or more banks
or other entities all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment,
the A Advances owing to it and the A Note or Notes held by it); provided,
however, that (i) each such assignment shall be of a constant, and not a
varying, percentage of all rights and obligations under this Agreement (other
than any B Advances or B Notes), (ii) prior to the effectiveness of the Term
Loan Conversion Option, the amount of the Commitment of the assigning Lender
being assigned pursuant to each such assignment (determined as of the date of
the Assignment and Acceptance with respect to such assignment) shall in no event
be less than 50% of all such rights and obligations or less than the lesser of
(A) $10,000,000 and (B) all of such Lender's rights and obligations and, if the
preceding clause (A) is applicable, shall be an integral multiple of $1,000,000,
(iii) each such assignment shall be to an Eligible Assignee, and (iv the parties
to each such assignment shall execute and deliver to the Administrative Agent,
for its acceptance and recording in the Register, an Assignment and Acceptance,
together with any A Note or Notes subject to such assignment and a processing
and recordation fee of $3,500. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and (y) the Lender assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

     (h) By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning

                                       40

<PAGE>

Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; (ii) such assigning Lender
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Company or the performance or observance by
the Company of any of its obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01(e) and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with
their terms all of the obligations which by the terms of this Agreement are
required to be performed by it as a Lender.

     (i) The Administrative Agent shall maintain at its address referred to in
Section 8.02 a copy of each Assignment and Acceptance (and copies of the related
consents of the Company and the Administrative Agent to such assignment)
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lenders and the Commitment of, and principal amount of the
A Advances owing to, each Lender from time to time (the"Register"). The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Company, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Agreement. The Register shall be available for
inspection by the Company or any Lender at any reasonable time and from time to
time upon reasonable prior notice.

     (j) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any A Note or Notes subject to such assignment, the Administrative
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company. Within five Business Days after
its receipt of such notice, the Company, at its own expense, shall execute and
deliver to the Administrative Agent in exchange for the surrendered A Note or
Notes a new A Note to the order of such Eligible Assignee (x) if prior to the
effectiveness of the Term Loan Conversion Option, in an amount equal to the
Commitment assumed by it pursuant to such Assignment and Acceptance and (y) if
on or after the effectiveness of the Term Loan Conversion Option, in an amount
equal

                                       41

<PAGE>

to the amount of A Advances assigned pursuant to such Assignment and Assumption
and, if the assigning Lender has retained a Commitment and/or a portion of the A
Advances hereunder, a new A Note to the order of the assigning Lender in an
amount equal to the Commitment, or, after the effectiveness of the Term Loan
Conversion Option, such portion of the A Advances retained by it hereunder. Such
new A Note or Notes shall be in an aggregate principal amount equal to the
aggregate principal amount of such surrendered A Note or Notes, shall be dated
the effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A-1 hereto.

     (k) Each Lender may assign to one or more banks or other entities any B
Note or Notes held by it.

     (l) Each Lender may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment,
the Advances owing to it and the Note or Notes held by it); provided, however,
that (i) such Lender's obligations under this Agreement (including, without
limitation, its Commitment to the Company hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iii) such Lender shall remain the holder
of any such Note for all purposes of this Agreement, (iv) the Company, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and (v) the holder of any such participation,
other than an Affiliate of such Lender, shall not be entitled to require such
Lender to take or omit to take any action hereunder, except action (A) extending
the time for payment of interest on, or the final maturity of any portion of the
principal amount of, the Notes or (B) reducing the principal amount of or the
rate of interest payable on the Notes. Without limiting the generality of the
foregoing: (i) such participating banks or other entities shall be entitled to
the cost protection provisions contained in Sections 2.08, 2.12 and 8.04(b) only
if, and to the same extent, the Lender from which such participating banks or
other entities acquired its participation would, at the time, be entitled to
claim thereunder; and (ii) such participating banks or other entities shall
also, to the fullest extent permitted by law, be entitled to exercise the rights
of set-off contained in Section 8.05 as if such participating banks or other
entities were Lenders hereunder.

     (m) If any Lender (or any bank, financial institution, or other entity to
which such Lender has sold a participation) shall make any demand for payment
under Section 2.12(b), then within 30 days after any such demand (if, but only
if, such demanded payment has been made by the Company), the Company may, with
the approval of the Administrative Agent (which approval shall not be
unreasonably withheld) and provided that no Event of Default or event which,
with the passage of time or the giving of notice, or both, would constitute an
Event of Default shall then have occurred and be continuing, demand that such
Lender assign in accordance with this Section 8.07 to one or more Eligible
Assignees designated by the Company all (but not less than all) of such Lender's
Commitment (if any) and the Advances owing to it within the period ending on the
later to occur of such 30th day and the last day of the longest of

                                       42

<PAGE>

the then current Interest Periods for such Advances. If any such Eligible
Assignee designated by the Company shall fail to consummate such assignment on
terms acceptable to such Lender, or if the Company shall fail to designate any
such Eligible Assignees for all or part of such Lender's Commitment or Advances,
then such demand by the Company shall become ineffective; it being understood
for purposes of this subsection (g) that such assignment shall be conclusively
deemed to be on terms acceptable to such Lender, and such Lender shall be
compelled to consummate such assignment to an Eligible Assignee designated by
the Company, if such Eligible Assignee (i) shall agree to such assignment by
entering into an Assignment and Acceptance in substantially the form of Exhibit
C hereto with such Lender and (ii) shall offer compensation to such Lender in an
amount equal to all amounts then owing by the Company to such Lender hereunder
and under the Notes made by the Company to such Lender, whether for principal,
interest, fees, costs or expenses (other than the demanded payment referred to
above and payable by the Company as a condition to the Company's right to demand
such assignment), or otherwise.

     (n) Any Lender may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 8.07, disclose to
the assignee or participant or proposed assignee or participant, any information
relating to the Company furnished to such Lender by or on behalf of the Company;
provided that, prior to any such disclosure, the assignee or participant or
proposed assignee or participant shall agree to preserve the confidentiality of
any confidential information relating to the Company received by it from such
Lender.

     (o) Anything in this Section 8.07 to the contrary notwithstanding, any
Lender may assign and pledge all or any portion of its Commitment and the
Advances owing to it to any Federal Reserve Bank (and its transferees) as
collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank. No such assignment shall release the assigning Lender from its obligations
hereunder.

     SECTION 8.08. Governing Law. This Agreement and the Notes shall be governed
by, and construed in accordance with, the laws of the State of New York. The
Company (i) irrevocably submits to the non-exclusive jurisdiction of any New
York State court or Federal court sitting in New York City in any action arising
out of this Agreement or any Note, (ii) agrees that all claims in such action
may be decided in such court, (iii) waives, to the fullest extent it may
effectively do so, the defense of an inconvenient forum and (iv) consents to the
service of process by mail. A final judgment in any such action shall be
conclusive and may be enforced in other jurisdictions. Nothing herein shall
affect the right of any party to serve legal process in any manner permitted by
law or affect its right to bring any action in any other court.

     SECTION 8.09. WAIVER OF JURY TRIAL. THE COMPANY, THE ADMINISTRATIVE AGENT,
AND EACH LENDER EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY AND LAWFULLY DO SO, ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE
RELATING TO THIS AGREEMENT OR ANY NOTE IN ANY ACTION, PROCEEDING OR

                                       43

<PAGE>

COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY NOTE, OR ANY
OTHER INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

     SECTION 8.10. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

     SECTION 8.11. Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.

     SECTION 8.12. Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.

     SECTION 8.13. Entire Agreement. This Agreement and the Notes constitute the
entire contract between the parties relative to the subject matter hereof. Any
previous agreement among the parties with respect to the subject matter hereof
is superseded by this Agreement and the Notes. Except as is expressly provided
for herein, nothing in this Agreement or the Notes, expressed or implied, is
intended to confer upon any party other than the parties hereto any rights,
remedies, obligations or liabilities under or by reason of this Agreement or the
Notes.

                                       44

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                         CAROLINA POWER & LIGHT
                                          COMPANY


                                         By
                                           -------------------------------------
                                           Mark F. Mulhern
                                      Vice President and Treasurer

                                         CITIBANK, N.A., as Administrative Agent
                                         and as a Lender


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

                                       45

<PAGE>

                                         WACHOVIA BANK, NATIONAL
                                          ASSOCIATION


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

                                         THE CHASE MANHATTAN BANK


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

                                         THE FIRST NATIONAL BANK OF
                                          CHICAGO


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

                                         FIRST UNION NATIONAL BANK


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

<PAGE>

                                         MORGAN GUARANTY TRUST
                                          COMPANY OF NEW YORK


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

                                         BRANCH BANKING AND TRUST
                                          COMPANY, A NORTH CAROLINA
                                          BANKING CORPORATION


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


                                         THE FUJI BANK, LIMITED, ATLANTA
                                          AGENCY


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


                                         MELLON BANK, N.A.


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

<PAGE>

                                         NORDDEUTSCHE LANDESBANK
                                          GIROZENTRALE, NEW YORK/
                                          CAYMAN ISLANDS BRANCH


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


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

                                         SUNTRUST BANK, ATLANTA


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

                                         UBS AG, NEW YORK BRANCH


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


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

<PAGE>

                                   SCHEDULE I

                               Existing Facilities

$165,000,000 5-Year Revolving Credit Facility, Citibank, N.A., Agent,
      December 29, 1995

$250,000,000 5-Year Revolving Credit Facility, Citibank, N.A., Agent,
      March 26, 1996

$100,000,000 364-Day Revolving Credit Facility, Citibank, N.A., Agent,
      March 26, 1996

$150,000,000 364-Day Revolving Credit Facility, Citibank, N.A.and Wachovia Bank,
      National Association, Co-Agents, April 1, 1998

<PAGE>

                                   EXHIBIT A-1

                                 FORM OF A NOTE

U.S.$                                       Dated               , 19
     --------------                              ---------------    ---

     FOR VALUE RECEIVED, the undersigned, CAROLINA POWER & LIGHT COMPANY, a
North Carolina corporation (the "Company"), HEREBY PROMISES TO PAY to the order
of                 (the "Lender") for the account of its Domestic Lending
   ---------------
Office, with respect to Base Rate Advances, and for the account of its
Eurodollar Lending Office, with respect to Eurodollar Rate Advances (such terms,
together with the other defined terms used in this Promissory Note, being used
as defined in the Credit Agreement referred to below), the principal sum of U.S.
$             [amount of the Lender's Commitment in figures], or, if less, the
 -------------
aggregate principal amount of the A Advances made by the Lender to the Company
pursuant to the Credit Agreement on the Termination Date, in a single
installment on the Termination Date.

     The Company promises to pay interest on the unpaid principal amount of each
A Advance from the date of such A Advance until such principal amount is paid in
full, at such interest rates, and payable at such times, as are specified in the
Credit Agreement.

     Both principal and interest are payable in lawful money of the United
States of America to Citibank, N.A., as Administrative Agent, at One Court
Square, 7th Floor, Zone 2, Long Island City, New York 11120, Attention: Bank
Loan Syndications, in same day funds. Each A Advance made by the Lender to the
Company and the maturity thereof, and all payments made on account of principal
hereof, shall be recorded by the Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Promissory Note,
which endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. No failure to make or error in making any such endorsement
as authorized hereby shall affect the validity of the obligation to repay the
unpaid principal amount of this Promissory Note with interest as provided in the
Credit Agreement or the validity of any payment thereof made by the Company.

     This Promissory Note is one of the A Notes referred to in, and is entitled
to the benefits of, the $375,000,000 364-Day Revolving Credit Agreement, dated
as of June   , 1998 (the "Credit Agreement"), among the Company, the Lender and
           --
certain other banks and other lenders from time to time parties thereto, and
Citibank, N.A., as Administrative Agent for the Lender and such other banks and
other lenders. The Credit Agreement, among other things, (i) provides for the
making of A Advances by the Lender to the Company from time to time outstanding
in the

<PAGE>

U.S. dollar amount first above mentioned, the indebtedness of the Company
resulting from each such Advance being evidenced by this Promissory Note, and
(ii) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.

                                         CAROLINA POWER & LIGHT COMPANY


                                         By
                                           Name:
                                           Title:

                                       2

<PAGE>

<TABLE>
<CAPTION>
                      ADVANCES, INTEREST PERIODS AND PAYMENTS OF PRINCIPAL
---------------------------------------------------------------------------------------------------------
                                                       Amount
                                      Interest           of
                                       Period          Principal            Unpaid
                       Amount         (if any)          Paid or            Principal
    Date                of               of             Prepaid             Balance          Notation
                      Advance          Advance                                               Made  By
---------------------------------------------------------------------------------------------------------
<S>                 <C>              <C>             <C>                <C>                  <C>

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
</TABLE>

                                       1

<PAGE>

                                   EXHIBIT A-2

                                 FORM OF B NOTE

U.S.$                                                      Dated:           , 19
     --------------                                              ---------

     FOR VALUE RECEIVED, the undersigned, CAROLINA POWER & LIGHT COMPANY, a
North Carolina corporation (the "Company"), HEREBY PROMISES TO PAY to the order
of               (the "Lender") for the account of its Applicable Lending Office
   -------------
(as defined in the Credit Agreement referred to below), on          , 19   , the
                                                           --------     --
principal amount of Dollars ($          ).
                              ---------

     The Company promises to pay interest on the unpaid principal amount hereof
from the date hereof until such principal amount is paid in full, at the
interest rate and payable on the interest payment date or dates provided below:

     Interest Rate:      % per annum (calculated on the basis of a year of days
                    -----
for the actual number of days elapsed).

     Interest Payment Date or Dates:

     Both principal and interest are payable in lawful money of the United
States of America to              or the account of the Lender at the office
                    -------------
of                    , at , in same day funds, free and clear of and without
  -------------------
any deduction, with respect to the payee named above, for any and all present
and future taxes, deductions, charges or withholdings, and all liabilities with
respect thereto.

     This Promissory Note is one of the B Notes referred to in, and is entitled
to the benefits of, $375,000,000 364-Day Revolving Credit Agreement, dated as of
June   , 1998 (the "Credit Agreement"), among the Company, the Lender and
     --
certain other banks and lenders from time to time parties thereto, and Citibank,
N.A., as Administrative Agent for the Lender and such other banks and lenders.
The Credit Agreement, among other things, contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events.

                                       2

<PAGE>

     The Company hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no delay in exercising, any rights hereunder
on the part of the holder hereof shall operate as a waiver of such rights.

     This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York, United States.

                                         CAROLINA POWER & LIGHT COMPANY


                                         By
                                             Name:
                                             Title:

<PAGE>

                                   EXHIBIT B-1

                              NOTICE OF A BORROWING

                                                                          [Date]

Citibank, N.A., as Administrative Agent
   for the Lenders parties to the
   Credit Agreement referred to below
One Court Square
7th Floor, Zone 2
Long Island City, New York 11120

Attention: Bank Loan Syndications

Gentlemen:

     The undersigned, CAROLINA POWER & LIGHT COMPANY, refers to the $375,000,000
364-Day Revolving Credit Agreement, dated as of June   , 1998 (the "Credit
                                                     --
Agreement", the terms defined therein being used herein as therein defined),
among the undersigned, certain Lenders from time to time parties thereto and
CITIBANK, N.A., as Administrative Agent for said Lenders, and hereby gives you
notice pursuant to Section 2.02 of the Credit Agreement that the undersigned
hereby requests an A Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such A Borrowing (the
"Proposed A Borrowing") as required by Section 2.02(a) of the Credit Agreement:

          (i) The Business Day of the Proposed A Borrowing is ,
                                                             -------------------
19   .
  ---

          (ii) The Type of A Advances comprising the Proposed A Borrowing is
[Base Rate Advances][Eurodollar Rate Advances].

          (iii) The aggregate amount of the Proposed A Borrowing is $  .
                                                                     --

          (iv) The Interest Period for each Eurodollar Rate Advance that is an A
Advance made as part of the Proposed A Borrowing is [days][months].
                                                   -------
                                         Very truly yours,

                                              CAROLINA POWER & LIGHT COMPANY


                                              By
                                                Name:
                                                Title:

<PAGE>

                                   EXHIBIT B-2

                              NOTICE OF B BORROWING

                                                                            , 19
                                                    ------------------------


Citibank, N.A., as Administrative Agent
  for the Lenders parties to the
  Credit Agreement referred to below
One Court Square
7th Floor, Zone 2
Long Island City, New York 11120

Attention: Bank Loan Syndications

Gentlemen:

     The undersigned, CAROLINA POWER & LIGHT COMPANY, refers to the $375,000,000
364-Day Revolving Credit Agreement, dated as of June __, 1998 (the "Credit
Agreement", the terms defined therein being used herein as therein defined),
among the undersigned, certain Lenders from time to time parties thereto and
CITIBANK, N.A., as Administrative Agent for said Lenders, and hereby gives you
notice pursuant to Section 2.03 of the Credit Agreement that the undersigned
hereby requests a B Borrowing under the Credit Agreement, and in that connection
sets forth the terms on which such B Borrowing (the "Proposed B Borrowing") is
requested to be made:

     (A) Date of B Borrowing
     (B) Amount of B Borrowing
     (C) Maturity Date
     (D) Interest Rate Basis
     (E) Interest Payment Date(s)
     (F)
        ----------------
     (G)
        ----------------
     (H)
        ----------------

<PAGE>

     The undersigned hereby certifies that the aggregate amount of the Proposed
B Borrowing and all other Borrowings to be made on the same day under the Credit
Agreement is within the aggregate amount of the unused Commitments of the
Lenders.

     The undersigned hereby confirms that the Proposed B Borrowing is to be made
available to it in accordance with Section 2.03(a)(v) of the Credit Agreement.

                                         Very truly yours,

                                         CAROLINA POWER & LIGHT COMPANY


                                         By
                                           Name:
                                           Title:

                                       2

<PAGE>

                                   EXHIBIT B-3

                              NOTICE OF CONVERSION

                                                                          [Date]

Citibank, N.A., as Administrative Agent
  for the Lenders parties to the
  Credit Agreement referred to below
One Court Square
7th Floor, Zone 2
Long Island City, New York 11120

Attention: Bank Loan Syndications

Gentlemen:

     The undersigned, CAROLINA POWER & LIGHT COMPANY, refers to the $375,000,000
364-Day Revolving Credit Agreement, dated as of June __, 1998 (the "Credit
Agreement", the terms defined therein being used herein as therein defined),
among the undersigned, certain Lenders from time to time parties thereto and
CITIBANK, N.A., as Administrative Agent for said Lenders, and hereby gives you
notice pursuant to Section 2.10 of the Credit Agreement that the undersigned
hereby requests a Conversion under the Credit Agreement, and in that connection
sets forth the terms on which such Conversion (the "Proposed Conversion") is
requested to be made:

          (i) The Business Day of the Proposed Conversion is                   ,
                                                             ------------------
     19 .
          --

          (ii) The Type of, and Interest Period applicable to, the Advances (or
     portions thereof) proposed to be Converted:                 .
                                                 ----------------

          (iii) The Type of Advance to which such Advances (or portions thereof)
     are proposed to be Converted:
                                  ------------------------.

          (iv) Except in the case of a Conversion to Base Rate Advances, the
     initial Interest Period to be applicable to the Advances resulting from
     such Conversion:
                      ------------------------------

<PAGE>

          (v) The aggregate amount of Advances (or portions thereof) proposed to
     be Converted is $        .
                        ------

     The undersigned hereby certifies that, on the date hereof, and on the date
of the Proposed Conversion, no event has occurred and is continuing, or would
result from such Proposed Conversion, which constitutes an Event of Default.

                                         Very truly yours,

                                         CAROLINA POWER & LIGHT COMPANY


                                         By
                                           Name:
                                           Title:

                                       2

<PAGE>

                                    EXHIBIT C

                            ASSIGNMENT AND ACCEPTANCE

                                Dated      , 19
                                      -----

     Reference is made to the $375,000,000 364-Day Revolving Credit Agreement,
dated as of June   , 1998 (the "Credit Agreement"), among CAROLINA POWER & LIGHT
                 --
COMPANY, a North Carolina corporation (the "Company"), the Lenders (as defined
in the Credit Agreement) from time to time parties thereto and CITIBANK, N.A.,
as Administrative Agent for the Lenders (the "Administrative Agent"). Terms
defined in the Credit Agreement are used herein with the same meaning.

             (the "Assignor")             and (the "Assignee") agree as follows:
-------------                -------------

     1. The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, that interest in and to all of
the Assignor's rights and obligations under the Credit Agreement as of the date
hereof (other than in respect of B Advances and B Notes) which represents the
percentage interest specified on Schedule 1 of all outstanding rights and
obligations under the Credit Agreement (other than in respect of B Advances and
B Notes), including, without limitation, such interest in the Assignor's
Commitment (to the extent it has not been terminated), the A Advances owing to
the Assignor, and the A Note[s] held by the Assignor. After giving effect to
such sale and assignment, the Assignee's Commitment (if any) and the amount of
the A Advances owing to the Assignee will be as set forth in Section 2 of
Schedule 1.

     2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the
performance or observance by the Company of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto;
and (iv) attaches the A Note[s] referred to in paragraph 1 above and requests
that the Administrative Agent exchange such A Note[s] for a new A Note payable
to the order of the Assignee in an amount equal to the Commitment assumed by the
Assignee pursuant hereto or new A Notes payable to the order of the Assignee in
an amount equal to the Commitment assumed by the Assignee pursuant hereto and
the Assignor in an amount equal to the Commitment retained by the Assignor under
the Credit Agreement, respectively, as specified on Schedule 1 hereto.

<PAGE>

     3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Assignor or any other Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (v) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender; [and] (vi)
specifies as its Domestic Lending Office (and address for notices) and
Eurodollar Lending Office the offices set forth beneath its name on the
signature pages hereof [and (vii) attaches the forms prescribed by the Internal
Revenue Service of the United States certifying as to the Assignee's status for
purposes of determining exemption from United States withholding taxes with
respect to all payments to be made to the Assignee under the Credit Agreement
and the Notes or such other documents as are necessary to indicate that all such
payments are subject to such rates at a rate reduced by an applicable tax
treaty]./1/

     4. Following the execution of this Assignment and Acceptance by the
Assignor and the Assignee, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent. The effective date of this
Assignment and Acceptance shall be the date of acceptance thereof by the
Administrative Agent, unless otherwise specified on Schedule 1 hereto (the
"Effective Date").

     5. Upon such acceptance and recording by the Administrative Agent, as of
the Effective Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this Assignment and Acceptance, have the rights
and obligations of a Lender thereunder and (ii) the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

     6. Upon such acceptance and recording by the Administrative Agent, from and
after the Effective Date, the Administrative Agent shall make all payments under
the Credit

                                    ----------------------

/1/    If the Assignee is organized under the laws of a jurisdiction outside the
     United States.

                                        2

<PAGE>

Agreement and the A Notes in respect of the interest assigned hereby (including,
without limitation, all payments of principal, interest and commitment fees with
respect thereto) to the Assignee. The Assignor and Assignee shall make all
appropriate adjustments in payments under the Credit Agreement and the A Notes
for periods prior to the Effective Date directly between themselves.

     7. This Assignment and Acceptance shall be governed by, and construed in
accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution being made on
Schedule 1 hereto.

                                       3

<PAGE>

                                   Schedule 1
                                       to
                            Assignment and Acceptance

                            Dated               , 19
                                  --------------

Section 1
---------

         Percentage Interest Assigned:                              %
                                                              ------

Section 2
---------

         Assignee's Commitment /1/:                              $
                                                                  --------------

         Aggregate Outstanding Principal
         Amount of A Advances owing to Assignee: $

         An A Note payable to the order of the
         Assignee:         Dated:                   , 19
                                   -----------------

                                    Principal Amount:                  $

Section 3
---------

         Effective Date /2/

                                                [NAME OF ASSIGNOR]


                                     By
                                      Title:


                                     [NAME OF ASSIGNEE]

----------
/1/    Not applicable if the Term Loan Conversion Option has been exercised.

/2/    This date should be no earlier than the date of acceptance by the
     Administrative Agent.

<PAGE>


                                     By
                                     Title:

                                     Domestic Lending Office (and
                                     address for notices):

                                               [Address]


                                      Eurodollar Lending Office:

                                               [Address]

Accepted this           day of
              ---------
                    , 19
--------------------

CITIBANK, N.A.,
   as Administrative Agent


By
 Title:

CAROLINA POWER & LIGHT
    COMPANY


By
 Title:

<PAGE>

                                   EXHIBIT D-1

                   FORM OF OPINION OF COUNSEL FOR THE COMPANY

                                                                            , 19
                                                            ----------------

To each of the Lenders parties to the $375,000,000 364-Day
Revolving Credit Agreement, dated as of June   , 1998, among
                                             --
Carolina Power & Light Company, said Lenders and Citibank,
N.A., as Administrative Agent for said Lenders

                         Carolina Power & Light Company

Gentlemen:

     This opinion is furnished to you by me as Vice President-Legal for Carolina
Power & Light Company (the "Company") pursuant to Section 3.01(f) of the
$375,000,000 364-Day Revolving Credit Agreement, dated as of June   , 1998 (the
                                                                  --
"Credit Agreement"), among the Company, the lenders from time to time parties
thereto (the "Lenders") and Citibank, N.A. ("Citibank"), as Administrative Agent
for the Lenders (the "Administrative Agent"). Terms defined in the Credit
Agreement are used herein as therein defined.

     In connection with the preparation, execution and delivery of the Credit
Agreement, I have examined or have had examined under my supervision:

          (1) The Credit Agreement.

          (2) The A Notes and the other documents furnished by the Company
     pursuant to Section 3.01 of the Credit Agreement.

          (3) The form of the B Notes, attached as Exhibit A-2 to the Credit
     Agreement, to be executed and delivered by the Company in connection with
     any B Borrowing.

          (4) The Restated Charter of the Company (the "Charter").

<PAGE>

          (5) The By-Laws of the Company and all amendments thereto (the
     "By-Laws").

          (6) The NCUC Order and the SCPSC Order.

     I have also examined the originals, or copies of such other corporate
records of the Company, certificates of public officials and of officers of the
Company and agreements, instruments and other documents as I have deemed
necessary as a basis for the opinions expressed below. As to questions of fact
material to such opinions, I have, when relevant facts were not independently
established by me, relied upon certificates of the Company or its officers or of
public officials. I have assumed the authenticity of all documents submitted to
me as originals, the conformity to originals of all documents submitted as
certified or photostatic copies and the authenticity of the originals, and the
due execution and delivery, pursuant to due authorization, of the Credit
Agreement by the Lenders, the Administrative Agent and the validity and binding
effect thereof on such parties.

     I am qualified to practice law in the State of North Carolina, and the
opinions expressed herein are limited to the laws of the State of North
Carolina, the laws of the State of South Carolina applicable to public utilities
and the Federal laws of the United States. No opinion is expressed as to the
choice of law provisions contained in Section 8.08 of the Credit Agreement.

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

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

     2. The execution, delivery and performance by the Company of the Credit
     Agreement and the Notes are within the Company's corporate powers, have
     been duly authorized by all necessary corporate action, and do not
     contravene (i) the Charter or the By-Laws or (ii) any law, rule or
     regulation applicable to the Company (including, without limitation,
     Regulation X of the Board of Governors of the Federal Reserve System) or
     (iii) any contractual or legal restriction binding or affecting the
     Company. The Credit Agreement and the A Notes have been duly executed and
     delivered on behalf of the Company.

     3. No authorization, approval or other action by, and no notice to or
     filing with any governmental authority or regulatory body is required for
     the due execution, delivery and performance by the Company of the Credit
     Agreement and the Notes, other than the NCUC Order and the SCPSC Order,
     each of which has been duly issued, is final and in full force and effect,
     and all periods for review or appeal thereof have expired, and no such
     request for review or appeal has been filed and is pending.

                                       4

<PAGE>

     4. If in any action or proceeding arising out of or relating to the Credit
     Agreement or the Notes in any court of the State of North Carolina or in
     any federal court sitting in the State of North Carolina, such court were
     to hold that the Credit Agreement and the Notes are governed by, and to be
     construed in accordance with, the laws of the State of North Carolina, the
     Credit Agreement, the A Notes and, upon their completion, execution and
     delivery in accordance with the terms of the Credit Agreement, the B Notes
     would be, under the laws of the State of North Carolina, legal, valid and
     binding obligations of the Company enforceable against the Company in
     accordance with their respective terms.

     5. To the best of my knowledge, except as described in the reports and
     registration statements which the Company has filed with the Securities and
     Exchange Commission, there are no pending or overtly threatened actions or
     proceedings against the Company or any of the Subsidiaries before any
     court, governmental agency or arbitrator which purport to affect the
     legality, validity, binding effect or enforceability of the Credit
     Agreement or any of the Notes or which are likely to have a materially
     adverse effect upon the financial condition or operations of the Company or
     any of the Subsidiaries.

          The opinions set forth above are subject to the following
qualifications:

     (a) The enforceability of the Company's obligations under the Credit
Agreement and the Notes is subject to the effect of any applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar law
affecting creditors' rights generally.

     (b) The enforceability of the Company's obligations under the Credit
Agreement and the Notes is subject to the effect of general principles of
equity, including (without limitation) concepts of materiality, reasonableness,
good faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law). Such principles of equity are of general application, and, in
applying such principles, a court, among other things, might not allow a
contracting party to exercise remedies in respect of a default deemed
immaterial, or might decline to order an obligor to perform covenants.

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

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

                                       5

<PAGE>

     The foregoing opinion is solely for your benefit and may not be relied upon
by any other Person other than (i) any other Person that may become a Lender
under the Credit Agreement after the date hereof and (ii) King & Spalding, in
connection with their opinion delivered on the date hereof under Section 3.01 of
the Credit Agreement.

                                                     Very truly yours,

                                       6

<PAGE>

                                   EXHIBIT D-2

 FORM OF OPINION OF COUNSEL FOR THE COMPANY UPON EXTENSION OF THE COMMITMENT
                                TERMINATION DATE
                 AND EXERCISE OF THE TERM LOAN CONVERSION OPTION

                                                                            , 19
                                                       ---------------------

To each of the Lenders parties to the $375,000,000 364-Day
Revolving Credit Agreement, dated as of June   , 1998, among
                                             --
Carolina Power & Light Company, said Lenders and Citibank,
N.A., as Administrative Agent for said Lenders

                         Carolina Power & Light Company

Gentlemen:

     This opinion is furnished to you by me as Vice President-Legal for Carolina
Power & Light Company (the "Company") in connection with [the extension of the
Commitment Termination Date until            ,       under Section 2.16 (the
                                  -------- --  -----
"Extension")]/1/ [the exercise of the Term Loan Conversion Option under Section
2.17 (the "Exercise")]/2/ of the $375,000,000 364-Day Revolving Credit
Agreement, dated as of June   , 1998 (the "Credit Agreement"), among the
                            --
Company, the lenders from time to time parties thereto (the "Lenders") and
Citibank, N.A. ("Citibank"), as Administrative Agent for the Lenders (the
"Administrative Agent"). Terms defined in the Credit Agreement are used herein
as therein defined.

     In connection with the preparation, execution and delivery of the Credit
Agreement, I have examined or have had examined under my supervision:

----------
/1/    For use in connection with the Extension.

/2/    For use in connection with the Exercise.

<PAGE>

          (1) The Credit Agreement.

          (2) The A Notes and the other documents furnished by the Company
     pursuant to Section 3.01 of the Credit Agreement.

          (3) The form of the B Notes, attached as Exhibit A-2 to the Credit
     Agreement, to be executed and delivered by the Company in connection with
     any B Borrowing.

          [(4) The Request for Extension of Commitment Termination Date and
     Certificate, dated      , submitted by the Company in connection with the
                        -----
     Extension.]/1/

          [(4) The Notice of Term Loan Conversion Option, dated      , submitted
                                                                -----
     by the Company in connection with the Exercise.]/2/

          (5) The Restated Charter of the Company (the "Charter").

          (6) The By-Laws of the Company and all amendments thereto (the
     "By-Laws").

     I have also examined the originals, or copies of such other corporate
records of the Company, certificates of public officials and of officers of the
Company and agreements, instruments and other documents as I have deemed
necessary as a basis for the opinions expressed below. As to questions of fact
material to such opinions, I have, when relevant facts were not independently
established by me, relied upon certificates of the Company or its officers or of
public officials. I have assumed the authenticity of all documents submitted to
me as originals, the conformity to originals of all documents submitted as
certified or photostatic copies and the authenticity of the originals, and the
due execution and delivery, pursuant to due authorization, of the Credit
Agreement by the Lenders, the Administrative Agent and the Documentation Agent
and the validity and binding effect thereof on such parties.

     I have also reviewed the NCUC Order and the SCPSC Order, each of which is
attached hereto.

     I am qualified to practice law in the State of North Carolina, and the
opinions expressed herein are limited to the laws of the State of North
Carolina, the laws of the State of South Carolina applicable to public utilities
and the Federal laws of the United States. No opinion is expressed as to the
choice of law provisions contained in Section 8.08 of the Credit Agreement.

----------
/1/    For use in connection with the Extension.

/2/    For use in connection with the Exercise.

<PAGE>

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

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

     2. The execution, delivery and performance by the Company of the Credit
     Agreement and the Notes, [after giving effect to the Extension,]1 [after
     giving effect to the Exercise,]2 are within the Company's corporate powers,
     have been duly authorized by all necessary corporate action, and do not
     contravene (i) the Charter or the By-Laws or (ii) any law, rule or
     regulation applicable to the Company (including, without limitation,
     Regulation X of the Board of Governors of the Federal Reserve System) or
     (iii) any contractual or legal restriction binding or affecting the
     Company. The Credit Agreement and the A Notes have been duly executed and
     delivered on behalf of the Company.

     3. No authorization, approval or other action by, and no notice to or
     filing with any governmental authority or regulatory body is required for
     the due execution, delivery and performance, by the Company of the Credit
     Agreement and the Notes, [after giving effect to the Extension,]1 [after
     giving effect to the Exercise,]2 other than the NCUC Order and the SCPSC
     Order, each of which has been duly issued, is final and in full force and
     effect, and all periods for review or appeal thereof have expired, and no
     request for review or appeal has been filed and is pending.

     4. If in any action or proceeding arising out of or relating to the Credit
     Agreement or the Notes in any court of the State of North Carolina or in
     any federal court sitting in the State of North Carolina, such court were
     to hold that the Credit Agreement and the Notes are governed by, and to be
     construed in accordance with, the laws of the State of North Carolina, the
     Credit Agreement, the A Notes and, upon their completion, execution and
     delivery in accordance with the terms of the Credit Agreement, the B Notes
     would be, under the laws of the State of North Carolina and [after giving
     effect to the Extension,]1 [after giving effect to the Exercise,]2 legal,
     valid and binding obligations of the Company enforceable against the
     Company in accordance with their respective terms.

     5. To the best of my knowledge, except as described in the reports and
     registration statements which the Company has filed with the Securities and
     Exchange Commission, there are no pending or overtly threatened actions or
     proceedings against the Company or any of the Subsidiaries before any
     court, governmental agency or arbitrator which purport to affect the
     legality, validity, binding effect or enforceability of the Credit
     Agreement or any of the Notes or which are likely to have a materially
     adverse effect upon the financial condition or operations of the Company or
     any of the Subsidiaries.

                                       9

<PAGE>

          The opinions set forth above are subject to the following
qualifications:

(a)  The enforceability of the Company's obligations under the Credit Agreement
     and the Notes is subject to the effect of any applicable bankruptcy,
     insolvency, fraudulent conveyance, reorganization, moratorium or similar
     law affecting creditors' rights generally.

(b)  The enforceability of the Company's obligations under the Credit Agreement
     and the Notes is subject to the effect of general principles of equity,
     including (without limitation) concepts of materiality, reasonableness,
     good faith and fair dealing (regardless of whether considered in a
     proceeding in equity or at law). Such principles of equity are of general
     application, and, in applying such principles, a court, among other things,
     might not allow a contracting party to exercise remedies in respect of a
     default deemed immaterial, or might decline to order an obligor to perform
     covenants.

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

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

     The foregoing opinion is solely for your benefit and may not be relied upon
by any other Person other than (i) any other Person that may become a Lender
under the Credit Agreement after the date hereof and (ii) King & Spalding, in
connection with their opinion delivered on the date hereof under Section 3.01 of
the Credit Agreement.

                                  Very truly yours,

                                       10

<PAGE>

                                    EXHIBIT E

                           FORM OF OPINION OF COUNSEL
                           TO THE ADMINISTRATIVE AGENT

                                     [DATE]

To Citibank, N.A. ("Citibank"), as Administrative Agent for
the Lenders referred to below, and to each of the Lenders
parties to the Credit Agreement, dated as of June   , 1998,
                                                  --
among Carolina Power & Light Company, said Lenders and
Citibank, as Administrative Agent

     Re:  Carolina Power & Light Company

Ladies and Gentlemen:

     We have acted as your counsel in connection with the preparation, execution
and delivery of, and the closing on June   , 1998 under, the $375,000,000
                                         --
364-Day Revolving Credit Agreement, dated as of June   , 1998 (the "Credit
                                                     --
Agreement"), among Carolina Power & Light Company (the "Company"), the Lenders
from time to time parties thereto, and Citibank, N.A. ("Citibank"), as
Administrative Agent for the Lenders. Terms defined in the Credit Agreement are
used herein as therein defined.

     In this connection, we have examined the following documents:

          1. a counterpart of the Credit Agreement, executed by the parties
     thereto;

          2. the A Notes to the order of each Bank;

          3. the form of the B Notes, attached as Exhibit A-2 to the Credit
     Agreement, to be executed and delivered by the Company in connection with
     any B Borrowing; and

          4. the documents furnished by or on behalf of the Company pursuant to
     subsections (b) through (h) of Section 3.01 of the Credit Agreement,
     including, without

<PAGE>

     limitation, the opinion of the General Counsel to the Company (the "Company
     Opinion").

     In our examination of the documents referred to above, we have assumed the
authenticity of all such documents submitted to us as originals, the genuineness
of all signatures, the due authority of the parties executing such documents and
the conformity to the originals of all such documents submitted to us as copies.
We have also assumed that you have independently evaluated, and are satisfied
with, the creditworthiness of the Company and the business terms reflected in
the Credit Agreement. We have relied, as to factual matters, on the documents we
have examined.

     To the extent that our opinions expressed below involve conclusions as to
matters governed by law other than the law of the State of New York, we have
relied upon the Company Opinion and have assumed without independent
investigation the correctness of the matters set forth therein, our opinions
expressed below being subject to the assumptions, qualifications and limitations
set forth in the Company Opinion.

     Based upon and subject to the foregoing, and subject to the qualifications
set forth below, we are of the opinion that the Credit Agreement and the A Notes
are, and upon their completion, execution and delivery in accordance with the
terms of the Credit Agreement, the B Notes will be, the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms.

     Our opinion is subject to the following qualifications:

     (a) The enforceability of the Company's obligations under the Credit
Agreement and the Notes is subject to the effect of any applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar law
affecting creditors' rights generally.

     (b) The enforceability of the Company's obligations under the Credit
Agreement and the Notes is subject to the effect of general principles of
equity, including (without limitation) concepts of materiality, reasonableness,
good faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law). Such principles of equity are of general application, and, in
applying such principles, a court, among other things, might not allow a
contracting party to exercise remedies in respect of a default deemed
immaterial, or might decline to order an obligor to perform covenants.

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

                                       2

<PAGE>

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

     (e) Our opinions expressed above are limited to the law of the State of New
York, and we do not express any opinion herein concerning any other law.

     The foregoing opinion is solely for your benefit and may not be relied upon
by any other person or entity.

                                Very truly yours,

                                       3

<PAGE>

                                    EXHIBIT F

                          FORM OF REQUEST FOR EXTENSION
                       OF THE COMMITMENT TERMINATION DATE

                 $375,000,000 364-DAY REVOLVING CREDIT AGREEMENT
                            dated as of June   , 1998
                                             --

                                ----------------

                         CAROLINA POWER & LIGHT COMPANY
                                    (Company)

                                       AND

                                 CITIBANK, N.A.
                             (Administrative Agent)

              Request for Extension of Commitment Termination Date
                                       and
          Certificate of Representations and Warranties and No Default

     I, [              ], Vice President and Treasurer of Carolina Power & Light
         --------------
Company, do hereby request that the Commitment Termination Date of the
$375,000,000 364-Day Revolving Credit Agreement, dated as of June __, 1998
(hereinafter the "Credit Agreement"), be extended for an additional 364-day
period (hereinafter the "Proposed Extension") pursuant to Section 2.16 of the
Credit Agreement and, in connection therewith, hereby certify as follows: (i) as
of the date hereof, the representations and warranties set forth in Section 4.01
(including without limitation those regarding any required approvals of or
notices to governmental bodies) of the Credit Agreement are and will be as of
the effective date of the Proposed Extension accurate both before and after
giving effect to the Proposed Extension; and (ii) as of the date hereof, no
Event of Default, as defined in Section 6.01 of the Credit Agreement, has
occurred, nor has any event occurred, that with the giving of notice or the
passage of time or both, would constitute an Event of Default, in either case
both before and after giving effect to the Proposed Extension.

     Witness my hand this        day of          ,     .
                          ------        ---------  ----

                                            ----------------------------
                                                  [                ]
                                                   ----------------
                                            Vice President and Treasurer

<PAGE>

                                    EXHIBIT G

                               FORM OF REQUEST FOR
                           TERM LOAN CONVERSION OPTION

                 $375,000,000 364-DAY REVOLVING CREDIT AGREEMENT
                            dated as of June   , 1998
                                             --

                                ----------------

                         CAROLINA POWER & LIGHT COMPANY
                                    (Company)

                                       AND

                                 CITIBANK, N.A.
                             (Administrative Agent)

                     Request for Term Loan Conversion Option
                                       and
          Certificate of Representations and Warranties and No Default

         I, [              ], Vice President and Treasurer of Carolina Power &
             --------------
Light Company, do hereby exercise the Term Loan Conversion Option of the
$375,000,000 364-Day Revolving Credit Agreement, dated as of June   , 1998
                                                                  --
(hereinafter the "Credit Agreement"), pursuant to Section 2.17 of the Credit
Agreement and, in connection therewith, hereby certify as follows: (i) as of the
date hereof, the representations and warranties set forth in Section 4.01
(including without limitation those regarding any required approvals of or
notices to governmental bodies) of the Credit Agreement are and will be as of
the effective date of the Term Loan Conversion Option accurate both before and
after giving effect thereto; and (ii) as of the date hereof, no Event of
Default, as defined in Section 6.01 of the Credit Agreement, has occurred, nor
has any event occurred, that with the giving of notice or the passage of time or
both, would constitute an Event of Default, in either case both before and after
giving effect to the effectiveness of the Term Loan Conversion Option.

     Witness my hand this        day of          ,     .
                          ------        ---------  ----

                                            -----------------------------
                                                  [----------------]
                                             Vice President and Treasurer