<PAGE>




                                                                   Exhibit 4b(2)

                                                                 COUNTERPART
                                                                             ---
                                                             OF 110 COUNTERPARTS

                         CAROLINA POWER & LIGHT COMPANY

                                       TO

                              THE BANK OF NEW YORK
                         (formerly Irving Trust Company)

                                       AND

                               DOUGLAS J. MACINNES

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

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

                                   ----------

                      Seventy-first Supplemental Indenture

    Providing among other things for First Mortgage Bonds, Pollution Control
                           Series W (Eightieth Series)

                                   ----------

                          Dated as of February 1, 2002

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

                                        1

<PAGE>

                      SEVENTY-FIRST SUPPLEMENTAL INDENTURE

     INDENTURE, dated as of February 1, 2002, by and between CAROLINA POWER &
LIGHT COMPANY, a corporation of the State of North Carolina, whose post office
address is 411 Fayetteville Street, Raleigh, North Carolina 27601-1768
(hereinafter sometimes called the Company), and THE BANK OF NEW YORK (formerly
Irving Trust Company), a corporation of the State of New York, whose post office
address is 101 Barclay Street, New York, New York 10286 (hereinafter sometimes
called the Corporate Trustee), and DOUGLAS J. MACINNES (successor to Frederick
G. Herbst, Richard H. West, J.A. Austin, E.J. McCabe, G. White, D.W. May, J.A.
Vaughan, Joseph J. Arney, Wafaa Orfy and W.T. Cunningham), whose post office
address is 1784 W. McGalliard Avenue, Hamilton, New Jersey 08610 (the Corporate
Trustee and the Individual Trustee being hereinafter together sometimes called
the Trustees), as Trustees under the Mortgage and Deed of Trust, dated as of May
1, 1940 (hereinafter called the Mortgage), which Mortgage was executed and
delivered by the Company to Irving Trust Company (now The Bank of New York) and
Frederick G. Herbst to secure the payment of bonds issued or to be issued under
and in accordance with the provisions of the Mortgage, reference to which
Mortgage is hereby made, this Indenture (hereinafter sometimes called the
Seventy-first Supplemental Indenture) being supplemental thereto:

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

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

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

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

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

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

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

                                        2

<PAGE>

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

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

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

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

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

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

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

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

               Designation                                Dated as of
               -----------                                -----------
First Supplemental Indenture........................   January 1, 1949
Second Supplemental Indenture.......................   December 1, 1949
Third Supplemental Indenture........................   February 1, 1951
Fourth Supplemental Indenture.......................   October 1, 1952
Fifth Supplemental Indenture........................   March 1, 1958
Sixth Supplemental Indenture........................   April 1, 1960
Seventh Supplemental Indenture......................   November 1, 1961
Eighth Supplemental Indenture.......................   July 1, 1964
Ninth Supplemental Indenture........................   April 1, 1966
Tenth Supplemental Indenture........................   October 1, 1967
Eleventh Supplemental Indenture.....................   October 1, 1968
Twelfth Supplemental Indenture......................   January 1, 1970
Thirteenth Supplemental Indenture...................   August 1, 1970

                                        3

<PAGE>

               Designation                                 Dated as of
               -----------                                 -----------
Fourteenth Supplemental Indenture...................   January 1, 1971
Fifteenth Supplemental Indenture....................   October 1, 1971
Sixteenth Supplemental Indenture....................   May 1, 1972
Seventeenth Supplemental Indenture..................   May 1, 1973
Eighteenth Supplemental Indenture...................   November 1, 1973
Nineteenth Supplemental Indenture...................   May 1, 1974
Twentieth Supplemental Indenture....................   December 1, 1974
Twenty-first Supplemental Indenture.................   April 15, 1975
Twenty-second Supplemental Indenture................   October 1, 1977
Twenty-third Supplemental Indenture.................   June 1, 1978
Twenty-fourth Supplemental Indenture................   May 15, 1979
Twenty-fifth Supplemental Indenture.................   November 1, 1979
Twenty-sixth Supplemental Indenture.................   November 1, 1979
Twenty-seventh Supplemental Indenture...............   April 1, 1980
Twenty-eighth Supplemental Indenture................   October 1, 1980
Twenty-ninth Supplemental Indenture.................   October 1, 1980
Thirtieth Supplemental Indenture....................   December 1, 1982
Thirty-first Supplemental Indenture.................   March 15, 1983
Thirty-second Supplemental Indenture................   March 15, 1983
Thirty-third Supplemental Indenture.................   December 1, 1983
Thirty-fourth Supplemental Indenture................   December 15, 1983
Thirty-fifth Supplemental Indenture.................   April 1, 1984
Thirty-sixth Supplemental Indenture.................   June 1, 1984
Thirty-seventh Supplemental Indenture...............   June 1, 1984
Thirty-eighth Supplemental Indenture................   June 1, 1984
Thirty-ninth Supplemental Indenture.................   April 1, 1985
Fortieth Supplemental Indenture.....................   October 1, 1985
Forty-first Supplemental Indenture..................   March 1, 1986
Forty-second Supplemental Indenture.................   July 1, 1986
Forty-third Supplemental Indenture..................   January 1, 1987
Forty-fourth Supplemental Indenture.................   December 1, 1987
Forty-fifth Supplemental Indenture..................   September 1, 1988
Forty-sixth Supplemental Indenture..................   April 1, 1989
Forty-seventh Supplemental Indenture................   August 1, 1989
Forty-eighth Supplemental Indenture.................   November 15, 1990
Forty-ninth Supplemental Indenture..................   November 15, 1990
Fiftieth Supplemental Indenture.....................   February 15, 1991
Fifty-first Supplemental Indenture..................   April 1, 1991
Fifty-second Supplemental Indenture.................   September 15, 1991
Fifty-third Supplemental Indenture..................   January 1, 1992
Fifty-fourth Supplemental Indenture.................   April 15, 1992
Fifty-fifth Supplemental Indenture..................   July 1, 1992
Fifty-sixth Supplemental Indenture..................   October 1, 1992
Fifty-seventh Supplemental Indenture................   February 1, 1993
Fifty-eighth Supplemental Indenture.................   March 1, 1993

                                        4

<PAGE>

               Designation                                Dated as of
               -----------                                -----------
Fifty-ninth Supplemental Indenture..................   July 1, 1993
Sixtieth Supplemental Indenture.....................   July 1, 1993
Sixty-first Supplemental Indenture..................   August 15, 1993
Sixty-second Supplemental Indenture.................   January 15, 1994
Sixty-third Supplemental Indenture..................   May 1, 1994
Sixty-fourth Supplemental Indenture.................   August 15, 1997
Sixty-fifth Supplemental Indenture..................   April 1, 1998
Sixty-sixth Supplemental Indenture..................   March 1, 1999
Sixty-seventh Supplemental Indenture................   March 1, 2000
Sixty-eighth Supplemental Indenture.................   April 1, 2000
Sixty-ninth Supplemental Indenture..................   June 1, 2000
Seventieth Supplemental Indenture...................   July 1, 2000

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

     WHEREAS, no recording or filing of said Sixty-fifth Supplemental Indenture
in any manner or place is required by law in order to fully preserve and protect
the security of the bondholders and all rights of the Trustees or is necessary
to make effective the lien intended to be created by the Mortgage or said
Sixty-fifth Supplemental Indenture; and said Sixty-seventh Supplemental
Indenture was recorded only in Rowan County, North Carolina to make subject to
the lien of the Mortgage, as supplemented, certain property of the Company
located in said County intended to be subject to the lien of the Mortgage, as
supplemented, all in accordance with Section 42 of the Mortgage; and

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

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

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

       Series                       Principal Amount Issued     Outstanding
       ------                       -----------------------     -----------
3-3/4% Series due 1965                  $ 46,000,000               None
3-1/8% Series due 1979                    20,100,000               None
3-1/4% Series due 1979                    43,930,000               None

                                        5

<PAGE>

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

2-7/8% Series due 1981                     $ 15,000,000                 None
3-1/2% Series due 1982                       20,000,000                 None
4-1/8% Series due 1988                       20,000,000                 None
4-7/8% Series due 1990                       25,000,000                 None
4-1/2% Series due 1991                       25,000,000                 None
4-1/2% Series due 1994                       30,000,000                 None
5-1/8% Series due 1996                       30,000,000                 None
6-3/8% Series due 1997                       40,000,000                 None
6-7/8% Series due 1998                       40,000,000                 None
8-3/4% Series due 2000                       40,000,000                 None
8-3/4% Series due August 1, 2000             50,000,000                 None
7-3/8% Series due 2001                       65,000,000                 None
7-3/4% Series due October 1, 2001            70,000,000                 None
7-3/4% Series due 2002                      100,000,000                 None
7-3/4% Series due 2003                      100,000,000                 None
8-1/8% Series due November 1, 2003          100,000,000                 None
9-3/4% Series due 2004                      125,000,000                 None
11-1/8% Series due 1994                      50,000,000                 None
11% Series due April 15, 1984               100,000,000                 None
8-1/2% Series due October 1, 2007           100,000,000                 None
9-1/4% Series due June 1, 2008              100,000,000                 None
10-1/2% Series due May 15, 2009             125,000,000                 None
12-1/4% Series due November 1, 2009         100,000,000                 None
Pollution Control Series A                   63,000,000                 None
14-1/8% Series due April 1, 1987            125,000,000                 None
Pollution Control Series B                   50,000,000                 None
Pollution Control Series C                    6,000,000                 None
11-5/8% Series due December 1, 1992         100,000,000                 None
Pollution Control Series D                   48,485,000         $ 48,485,000
Pollution Control Series E                    5,970,000                 None
12-7/8% Series due December 1, 2013         100,000,000                 None
Pollution Control Series F                   34,700,000           34,700,000
13-3/8% Series due April 1, 1994            100,000,000                 None
Pollution Control Series G                  122,615,000                 None
Pollution Control Series H                   70,000,000                 None
Pollution Control Series I                   70,000,000                 None
Pollution Control Series J                    6,385,000            1,795,000
Pollution Control Series K                    2,580,000            2,580,000
Extendible Series due April 1, 1995         125,000,000                 None
11-3/4% Series due October 1, 2015          100,000,000                 None
8-7/8% Series due March 1, 2016             100,000,000                 None
8-1/8% Series due July 1, 1996              125,000,000                 None
8-1/2% Series due January 1, 2017           100,000,000                 None
9.174% Series due December 1, 1992          100,000,000                 None
9% Series due September 1, 1993             100,000,000                 None

                                        6

<PAGE>

<TABLE>
<CAPTION>
           Series                            Principal Amount Issued    Outstanding
           ------                            -----------------------   -------------
<S>                                               <C>                   <C>
9.60% Series due April 1, 1991                    $100,000,000                  None
Secured Medium-Term Notes, Series A                200,000,000                  None
8-1/8% Series due November 15, 1993                100,000,000                  None
Secured Medium-Term Notes, Series B                100,000,000                  None
8-7/8% Series due February 15, 2021                125,000,000                  None
9% Series due April 1, 2022                        100,000,000                  None
8-5/8% Series due September 15, 2021               100,000,000          $100,000,000
5.20% Series due January 1, 1995                   125,000,000                  None
7-7/8% Series due April 15, 2004                   150,000,000           150,000,000
8.20% Series due July 1, 2022                      150,000,000           150,000,000
6-3/4% Series due October 1, 2002                  100,000,000           100,000,000
6-1/8% Series due February 1, 2000                 150,000,000                  None
7-1/2% Series due March 1, 2023                    150,000,000           150,000,000
5-3/8% Series due July 1, 1998                     100,000,000                  None
Secured Medium-Term Notes, Series C                200,000,000                  None
6-7/8% Series due August 15, 2023                  100,000,000           100,000,000
5-7/8% Series due January 15, 2004                 150,000,000           150,000,000
Pollution Control Series L                          72,600,000            72,600,000
Pollution Control Series M                          50,000,000            50,000,000
6.80% Series due August 15, 2007                   200,000,000           200,000,000
5.95% Senior Note Series due March 1, 2009         400,000,000           400,000,000
7.50% Senior Note Series Due April 1, 2005         300,000,000           300,000,000
Pollution Control Series N                          67,300,000            67,300,000
Pollution Control Series O                          55,640,000            55,640,000
Pollution Control Series P                          50,000,000            50,000,000
Pollution Control Series Q                          50,000,000            50,000,000
Pollution Control Series R                          45,600,000            45,600,000
Pollution Control Series S                          41,700,000            41,700,000
Pollution Control Series T                          50,000,000            50,000,000
Pollution Control Series U                          50,000,000            50,000,000
Pollution Control Series V                          87,400,000            87,400,000
</TABLE>

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

     WHEREAS, Section 8 of the Mortgage provides that the form of each series of
bonds (other than the First Series) issued thereunder and of the coupons to be
attached to coupon bonds of such series shall be established by Resolution of
the Board of Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the descriptive title of
the bonds and various other terms thereof, and may also contain such provisions
not inconsistent with the provisions of the Mortgage as said Board of Directors
may, in its discretion, cause to be inserted therein expressing or referring to
the terms and conditions upon which such bonds are to be issued and/or secured
under the Mortgage; and

                                        7

<PAGE>

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

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

          All electric generating plants, stations, transmission lines, and
          electric distribution systems, including permanent improvements,
          extensions or additions to or about such electrical plants, stations,
          transmission lines and distribution systems of the Company; all dams,
          power houses, power sites, buildings, generators, reservoirs, pipe
          lines, flumes, structures and works; all substations, transformers,
          switchboards, towers, poles, wires, insulators, and other appliances
          and equipment, and the Company's rights or interests in the land upon
          which the same are situated, and all other

                                        8

<PAGE>

          property, real or personal, forming a part of or appertaining to, or
          used, occupied or enjoyed in connection with said generating plants,
          stations, transmission lines, and distribution systems; together with
          all rights of way, easements, permits, privileges, franchises and
          rights for or related to the construction, maintenance, or operation
          thereof, through, over, under or upon any public streets or highways,
          or the public lands of the United States, or of any State or other
          lands; and all water appropriations and water rights, permits and
          privileges; including all property, real, personal, and mixed,
          acquired by the Company after the date of the execution and delivery
          of the Mortgage, in addition to property covered by the
          above-mentioned supplemental indentures (except any herein or in the
          Mortgage, as heretofore supplemented, expressly excepted), now owned
          or, subject to the provisions of Section 87 of the Mortgage, hereafter
          acquired by the Company and wheresoever situated, including (without
          in anywise limiting or impairing by the enumeration of the same the
          scope and intent of the foregoing or of any general description
          contained in this Seventy-first Supplemental Indenture) all lands,
          power sites, flowage rights, water rights, flumes, raceways, dams,
          rights of way and roads; all steam and power houses, gas plants,
          street lighting systems, standards and other equipment incidental
          thereto, telephone, radio and television systems, air-conditioning
          systems and equipment incidental thereto, water works, steam heat and
          hot water plants, lines, service and supply systems, bridges,
          culverts, tracts, ice or refrigeration plants and equipment, street
          and interurban railway systems, offices, buildings and other
          structures and the equipment thereof; all machinery, engines, boilers,
          dynamos, electric and gas machines, regulators, meters, transformers,
          generators, motors, electrical, gas and mechanical appliances,
          conduits, cables, water, steam heat, gas or other pipes, gas mains and
          pipes, service pipes, fittings, valves and connections, pole and
          transmission lines, wires, cables, tools, implements, apparatus,
          furniture, chattels and choses in action; all municipal and other
          franchises, consents or permits; all lines for the transmission and
          distribution of electric current, gas, steam heat or water for any
          purpose including poles, wires, cables, pipes, conduits, ducts and all
          apparatus for use in connection therewith; all real estate, lands,
          easements, servitudes, licenses, permits, franchises, privileges,
          rights of way and other rights in or relating to real estate or the
          occupancy of the same and (except as herein or in the Mortgage, as
          heretofore supplemented, expressly excepted) all the right, title and
          interest of the Company in and to all other property of any kind or
          nature appertaining to and/or used and/or occupied and/or enjoyed in
          connection with any property

                                       9

<PAGE>

          hereinbefore or in the Mortgage, as heretofore supplemented,
          described.

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

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

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

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

                                       10

<PAGE>

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

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

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

                                    ARTICLE I

                            EIGHTIETH SERIES OF BONDS

     Section 1.(I) There shall be a series of bonds designated "Pollution
Control Series W" (herein sometimes referred to as the "Eightieth Series"), each
of which shall also bear the descriptive title "First Mortgage Bond," and the
form thereof, which shall be established by Resolution of the Board of Directors
of the Company, shall contain suitable provisions with respect to the matters
hereinafter in this Section specified. Bonds of the Eightieth Series shall be
dated as in Section 10 of the Mortgage provided, and mature on February 1, 2017.

     Bonds of the Eightieth Series shall be issued as fully registered bonds in
denominations of Five Thousand Dollars and, at the option of the Company, in any
multiple or multiples of Five Thousand Dollars (the exercise of such option to
be evidenced by the execution and delivery thereof); they shall bear interest at
the rate of 5.375% per annum, payable on each Interest Payment Date, as such
term is defined in the Pollution Control Revenue Refunding Bonds (Carolina Power
& Light Company Project), Series 2002 (the "Wake Bonds") issued by The Wake
County Industrial Facilities and Pollution Control Financing Authority (the
"Wake Authority") under the Trust Indenture, dated as of February 1, 2002 (the
"Wake Indenture"), between the Wake Authority and First Union National Bank, as
trustee (the "Wake Trustee," which term includes any successor trustee under the
Wake Indenture) (each a "Wake Interest Payment Date"), from the last Wake
Interest Payment Date to which interest on the Wake Bonds has been paid in full
or, if no interest has been paid in full on the Wake Bonds, then from the date
of first authentication by the Corporate Trustee of bonds of the Eightieth
Series. The principal of, premium, if any, and interest on each said bond shall
be payable at the office or agency of the Company in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for public and private debts.

                                       11

<PAGE>

     (II) The bonds of the Eightieth Series shall be initially issued in the
aggregate principal amount of $48,485,000 to, and registered in the name of, the
Wake Trustee in order to secure the obligation of the Company to repay loans of
the proceeds of the sale of the Wake Bonds made by the Wake Authority to the
Company pursuant to the Loan Agreement, dated as of February 1, 2002 (the "Wake
Loan Agreement"), to finance costs of refunding the outstanding $48,485,000
Pollution Control Revenue Bonds (Carolina Power & Light Company Project)
Adjustable Rate Option Bond Series 1983.

     The Company's obligation to make payments with respect to the principal of,
premium, if any, and interest on the bonds of the Eightieth Series shall be
fully or partially satisfied and discharged to the extent that, at the time any
such payment shall be due, the corresponding amount then due of principal of,
and/or premium, if any, and interest on the Wake Bonds, issued contemporaneously
herewith, shall have been fully or partially paid (other than by the application
of the proceeds of a payment in respect of the bonds of the Eightieth Series),
as the case may be, or there shall have been deposited with the Wake Trustee
pursuant to the Wake Indenture trust funds sufficient under the Wake Indenture
to pay fully or partially, as the case may be, the corresponding amount then due
of principal of, and/or premium, if any, and/or interest on, the Wake Bonds
(other than by the application of the proceeds of a payment in respect of the
bonds of the Eightieth Series).

     Upon payment of the principal of, premium if any, and interest due on the
Wake Bonds, whether at maturity or prior to maturity by acceleration, redemption
or otherwise, or upon provision for the payment thereof having been made in
accordance with the Wake Indenture (other than by the application of the
proceeds of a payment in respect of the bonds of the Eightieth Series), bonds of
the Eightieth Series in a principal amount equal to the principal amount of Wake
Bonds so paid or for which such provision for payment has been made shall be
deemed fully paid, satisfied and discharged, and the obligations of the Company
thereunder shall be terminated and the bonds of the Eightieth Series shall be
surrendered to the Corporate Trustee and canceled by the Corporate Trustee in
accordance with Section 56 of the Mortgage, except as otherwise provided in the
Wake Indenture.

     From and after the Release Date (as defined in the Wake Indenture (the
"Wake Release Date")), and upon delivery to the Wake Trustee of the documents
provided for in Section 4.01(a)(iii) of the Wake Loan Agreement, the bonds of
the Eightieth Series shall be deemed fully paid, satisfied and discharged, the
obligation of the Company thereunder shall be terminated, and the bonds of the
Eightieth Series shall be surrendered to the Corporate Trustee and canceled by
the Corporate Trustee in accordance with Section 56 of the Mortgage.

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

                                       12

<PAGE>

specifying the last date to which interest has been paid and the amount of funds
required to make such payment.

     (III) In the event that any Wake Bonds are to be redeemed pursuant to the
Wake Indenture, bonds of the Eightieth Series, in a principal amount equal to
the principal amount of Wake Bonds so to be redeemed, shall be redeemed by the
Company, on the date fixed for redemption of such Wake Bonds, at the principal
amount thereof plus accrued interest to such redemption date and, should the
Wake Bonds so to be redeemed be redeemable at a price that includes a redemption
premium, together with premium in an amount equal to such redemption premium on
such Wake Bonds.

     In the event that the principal of and accrued interest on the Wake Bonds
shall have been declared by the Wake Trustee to be due and payable in accordance
with the provisions of Section 12.03 of the Wake Indenture, the bonds of the
Eightieth Series then Outstanding shall be redeemed by the Company, immediately
and on the same date as the Wake Bonds thereby become due and payable, at the
principal amount thereof and premium, if any, plus accrued interest to the date
of their payment; provided, however, that if such declaration and its
consequences have been rescinded and annulled in accordance with the provisions
of Section 12.03 of the Wake Indenture, the Company shall not be required so to
redeem any bonds of the Eightieth Series then Outstanding.

     The Corporate Trustee may conclusively presume that no redemption of bonds
of the Eightieth Series is required pursuant to this subsection (III) unless and
until it shall have received a written notice from the Wake Trustee, signed by
its President, a Vice President or a Trust Officer, stating that the Wake Bonds
are to be redeemed pursuant to the Wake Indenture or stating that the principal
of and accrued interest on the Wake Bonds has been declared by the Wake Trustee
to be due and payable pursuant to Section 12.03 of the Wake Indenture, as the
case may be, and specifying the principal amount and premium, if any, and
accrued and unpaid interest, if any, and redemption date of the Wake Bonds to be
so redeemed. Said notice shall also contain a waiver of notice of said
redemption by the Wake Trustee, as holder of all the bonds of the Eightieth
Series then Outstanding.

     Bonds of the Eightieth Series shall not be redeemable at the option of the
Company except as provided in this subsection (III).

     (IV) The Company hereby waives its right to have any notice of redemption
pursuant to subsection (III) of this Section 1 state that such notice is subject
to the receipt of the redemption moneys by the Corporate Trustee before the date
fixed for redemption. Notwithstanding the provisions of Section 52 of the
Mortgage, any such notice under such subsection shall not be conditional.

     (V) The bonds of the Eightieth Series shall not be transferable except as
required to effect an assignment to a successor trustee under the Wake Indenture
or a nominee of such trustee, any such transfer to be made at the office or
agency of the Company in the Borough of Manhattan, The City of New York.

                                       13

<PAGE>

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

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

     (VI) The Company covenants and agrees that, prior to the Wake Release Date,
it will not take any action that would cause the outstanding principal amount of
the bonds of the Eightieth Series to be less than the then outstanding principal
amount of the Wake Bonds.

                                   ARTICLE II

               CERTAIN PROVISIONS WITH RESPECT TO FUTURE ADVANCES

     SECTION 2. Upon the filing of this Seventy-first Supplemental Indenture for
record in all counties in which the Mortgaged and Pledged Property is located,
and until a further indenture or indentures supplemental to the Mortgage shall
be executed and delivered by the Company to the Trustees pursuant to
authorization by the Board of Directors of the Company and filed for record in
all counties in which the Mortgaged and Pledged Property is located further
increasing or decreasing the amount of future advances which may be secured by
the Mortgage, as supplemented, the Mortgage, as supplemented, may secure future
advances and other indebtedness and sums not to exceed in the aggregate
$750,000,000, in addition to $2,556,650,000 in aggregate principal amount of
bonds to be Outstanding at the time of such filing, and all such advances and
other indebtedness and sums shall be secured by the Mortgage, as supplemented,
equally, to the same extent and with the same priority, as the amount originally
advanced on the security of the Mortgage, namely, $46,000,000, and such advances
and other indebtedness and sums may be made or become owing and may be repaid
and again made or become owing and the amount so stated shall be considered only
as the total amount of such advances and other indebtedness and sums as may be
outstanding at one time.

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

     SECTION 3. Subject to any amendments provided for in this Seventy-first
Supplemental Indenture, the terms defined in the Mortgage, as heretofore
supplemented, shall, for all purposes of this Seventy-first Supplemental
Indenture, have the meanings specified in the Mortgage, as heretofore
supplemented.

                                       14

<PAGE>

     SECTION 4. The Trustees hereby accept the trusts herein declared, provided,
created or supplemented and agree to perform the same upon the terms and
conditions herein and in the Mortgage, as heretofore supplemented, set forth and
upon the following terms and conditions:

          The Trustees shall not be responsible in any manner whatsoever for or
          in respect of the validity or sufficiency of this Seventy-first
          Supplemental Indenture or for or in respect of the recitals contained
          herein, all of which recitals are made by the Company solely. In
          general each and every term and condition contained in Article XVI of
          the Mortgage shall apply to and form part of this Seventy-first
          Supplemental Indenture with the same force and effect as if the same
          were herein set forth in full with such omissions, variations and
          insertions, if any, as may be appropriate to make the same conform to
          the provisions of this Seventy-first Supplemental Indenture.

     SECTION 5. Subject to the provisions of Article XV and Article XVI of the
Mortgage, whenever in this Seventy-first Supplemental Indenture either of the
parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Seventy-first Supplemental Indenture contained by or on behalf of the
Company or by or on behalf of the Trustees shall bind and inure to the benefit
of the respective successors and assigns of such parties whether so expressed or
not.

     SECTION 6. Nothing in this Seventy-first Supplemental Indenture, expressed
or implied, is intended, or shall be construed, to confer upon, or to give to,
any person, firm or corporation, other than the parties hereto and the holders
of the Outstanding bonds and coupons, any right, remedy or claim under or by
reason of this Seventy-first Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Seventy-first Supplemental
Indenture contained by or on behalf of the Company shall be for the sole and
exclusive benefit of the parties hereto, and of the holders of the Outstanding
bonds and coupons.

     SECTION 7. This Seventy-first Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

                                       15

<PAGE>

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

                                              CAROLINA POWER & LIGHT COMPANY


                                              By:
                                                   -----------------------------
                                                   Thomas R. Sullivan, Treasurer

ATTEST:

-------------------------
Patricia Kornegay-Timmons
Assistant Secretary

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


-------------------------
Sarah Nelson


-------------------------
Phyllis Jensen

                       (Trustees' Signature Page Follows)

                                       16

<PAGE>

                            Trustees' Signature Page

 Seventy-first Supplemental Indenture dated as of February 1, 2002, to Mortgage
                    and Deed of Trust dated as of May 1, 1940

                                              THE BANK OF NEW YORK, as Trustee


                                              By:
                                                   -----------------------------
                                                   Ming Shiang, Vice President

ATTEST:

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


                                                                         (L. S.)
                                                   -----------------------------
                                                   DOUGLAS J. MACINNES

Executed, sealed and delivered
    by THE BANK OF NEW YORK and
    DOUGLAS J. MACINNES
    in the presence of:

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

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

                                       17

<PAGE>

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

     This 5th day of February, A.D. 2002, personally came before me, Sherry M.
Dean, a Notary Public for Wake County, THOMAS R. SULLIVAN, who, being by me duly
sworn, says that he is the Vice President and Treasurer of CAROLINA POWER &
LIGHT COMPANY, and that the seal affixed to the foregoing instrument in writing
is the corporate seal of said company, and that said writing was signed and
sealed by him in behalf of said corporation by its authority duly given. And the
said THOMAS R. SULLIVAN acknowledged the said writing to be the act and deed of
said corporation.

     On the 5th day of February, in the year of 2002, before me personally came
THOMAS R. SULLIVAN, to me known, who, being by me duly sworn, did depose and say
that he resides at 121 Lock Pointe Drive, Cary, North Carolina 27511, State of
North Carolina; that he is the Treasurer of CAROLINA POWER & LIGHT COMPANY, one
of the corporations described in and which executed the above instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of said corporation, and that he signed his name thereto by like
order.

                                          --------------------------------------
                                          Notary Public, State of North Carolina
                                          Wake County
                                          My Commission Expires:  10/14/2003

                                       18

<PAGE>

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

     Personally appeared before me Sarah Nelson, who being duly sworn, says that
she saw the corporate seal of CAROLINA POWER & LIGHT COMPANY affixed to the
above written instrument, and that she also saw THOMAS R. SULLIVAN, Treasurer,
with PATRICIA KORNEGAY-TIMMONS, an Assistant Secretary, of said CAROLINA POWER &
LIGHT COMPANY, sign and attest the same, and that she, deponent, with Phyllis
Jensen, witnessed the execution and delivery thereof as the act and deed of said
CAROLINA POWER & LIGHT COMPANY.

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

Sworn to before me this 5th day of February, 2002

------------------------------------
Sherry M. Dean, Notary Public
State of North Carolina, Wake County
My Commission Expires:  October 14, 2003

                                       19

<PAGE>

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

     This      day of February, A.D. 2002, personally came before me, WILLIAM J.
         -----
CASSELS, a Notary Public in and for the County aforesaid, MING SHIANG, who,
being by me duly sworn, says that she is a Vice President of THE BANK OF NEW
YORK, and that the seal affixed to the foregoing instrument in writing is the
corporate seal of said company, and that said writing was signed and sealed by
her in behalf of said corporation by its authority duly given. And the said MING
SHIANG acknowledged the said writing to be the act and deed of said corporation.

     On the       day of February, in the year 2002, before me personally came
            -----
MING SHIANG, to me known, who, being by me duly sworn, did depose and say that
She resides in Montclair, New Jersey; that she is a Vice President of THE BANK
OF NEW YORK, one of the corporations described in and which executed the above
instrument; that she knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by order of
the Board of Directors of said corporation, and that she signed her name thereto
by like order.

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

     On the        day of February, 2002, before me personally came DOUGLAS J.
            ------
MACINNES, to me known to be the person described in and who executed the
foregoing instrument and acknowledged that he, as successor Individual Trustee,
executed the same.

     WITNESS my hand and official seal this        day of February, 2002.
                                            ------


                                                --------------------------------
                                                Notary Public, State of New York
                                                No. 01CA5027729
                                                Qualified in Bronx County
                                                Commission Expires  May 16, 2002

                                       20

<PAGE>

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

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

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

     WITNESS my hand and official seal this        day of February, 2002.
                                            ------


                                                --------------------------------
                                                Notary Public, State of New York
                                                No. 01CA5027729
                                                Qualified in Bronx County
                                                Commission Expires  May 16, 2002

                                       21