EX-4.B.2






Exhibit No. 4(b) (2)




Counterpart __ of 110 Counterparts




 





CAROLINA POWER & LIGHT COMPANY

d/b/a PROGRESS ENERGY CAROLINAS, INC.




TO




THE BANK OF NEW YORK MELLON

(formerly Irving Trust Company)




AND




DOUGLAS J. MacINNES

(successor to Frederick G. Herbst, Richard H. West, J.A. Austin, E.J. McCabe, G. White,

D.W. May, J.A. Vaughan, Joseph J. Arney, Wafaa Orfy and W.T. Cunningham)




as Trustees under Carolina Power &

Light Company’s Mortgage and Deed

of Trust, dated as of May 1, 1940




 






                     Supplemental Indenture




Providing among other things for

First Mortgage Bonds, _____% Series due 20_____ (                    Series)




Dated as of                     , 20_____




 





Prepared by and Return to:

Hunton & Williams LLP (TSG)

Post Office Box 109

Raleigh, North Carolina 27602










 



 


                     SUPPLEMENTAL INDENTURE




     INDENTURE, dated as of                     , 20___, by and between CAROLINA POWER & LIGHT COMPANY
(d/b/a PROGRESS ENERGY CAROLINAS, INC.), a corporation of the State of North Carolina, whose post
office address is 410 South Wilmington Street, Raleigh, North Carolina 27601-1768 (hereinafter
sometimes referred to as the “Company”), and THE BANK OF NEW YORK MELLON (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 referred to as 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)
(hereinafter sometimes referred to as the “Individual Trustee”), whose post office address is 101
Barclay Street, New York, New York 10286 (the Corporate Trustee and the Individual Trustee being
hereinafter together sometimes referred to as the “Trustees”), as Trustees under the Mortgage and
Deed of Trust, dated as of May 1, 1940 (hereinafter referred to as the “Mortgage”), which Mortgage
was executed and delivered by the Company to Irving Trust Company (now The Bank of New York Mellon)
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 referred to as the “                    Supplemental Indenture”) being
supplemental thereto:



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



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



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



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



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



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



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



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









 



 
2




     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, effective January 1, 2003, the Company began doing business under the name Progress
Energy Carolinas, Inc., without changing the legal name of the Company; and certificates of doing
business by the Company under such name were recorded in all counties in the State of North
Carolina and South Carolina in which this                     Supplemental Indenture is to be recorded and
were filed and indexed and cross-indexed in the real property records in each of such counties; and



     WHEREAS, by the Seventy-second Supplemental Indenture mentioned below, the Company, among
other things, reserved the right, without any consent or other action by holders of the bonds of
the Eighty-first Series, the Eighty-second Series or of any subsequent series (which includes the
                    Series hereinafter referred to), to amend certain provisions of the Mortgage, as
supplemented, as provided in Article II of said Seventy-second Supplemental Indenture; 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












 



3


	 	 	 
	                    Designation	 	Dated as of
	Seventh Supplemental Indenture

	 	November 1, 1961
	Eighth Supplemental Indenture

	 	July 1, 1964
	Ninth Supplemental Indenture

	 	April 1, 1966
	Tenth Supplemental Indenture

	 	October 1, 1967
	Eleventh Supplemental Indenture

	 	October 1, 1968
	Twelfth Supplemental Indenture

	 	January 1, 1970
	Thirteenth Supplemental Indenture

	 	August 1, 1970
	Fourteenth Supplemental Indenture

	 	January 1, 1971
	Fifteenth Supplemental Indenture

	 	October 1, 1971
	Sixteenth Supplemental Indenture

	 	May 1, 1972
	Seventeenth Supplemental Indenture

	 	May 1, 1973
	Eighteenth Supplemental Indenture

	 	November 1, 1973
	Nineteenth Supplemental Indenture

	 	May 1, 1974
	Twentieth Supplemental Indenture

	 	December 1, 1974
	Twenty-first Supplemental Indenture

	 	April 15, 1975
	Twenty-second Supplemental Indenture

	 	October 1, 1977
	Twenty-third Supplemental Indenture

	 	June 1, 1978
	Twenty-fourth Supplemental Indenture

	 	May 15, 1979
	Twenty-fifth Supplemental Indenture

	 	November 1, 1979
	Twenty-sixth Supplemental Indenture

	 	November 1, 1979
	Twenty-seventh Supplemental Indenture

	 	April 1, 1980
	Twenty-eighth Supplemental Indenture

	 	October 1, 1980
	Twenty-ninth Supplemental Indenture

	 	October 1, 1980
	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












 



4


	 	 	 
	                    Designation	 	Dated as of
	Fifty-seventh Supplemental Indenture

	 	February 1, 1993
	Fifty-eighth Supplemental Indenture

	 	March 1, 1993
	Fifty-ninth Supplemental Indenture

	 	July 1, 1993
	Sixtieth Supplemental Indenture

	 	July 1, 1993
	Sixty-first Supplemental Indenture

	 	August 15, 1993
	Sixty-second Supplemental Indenture

	 	January 15, 1994
	Sixty-third Supplemental Indenture

	 	May 1, 1994
	Sixty-fourth Supplemental Indenture

	 	August 15, 1997
	Sixty-fifth Supplemental Indenture

	 	April 1, 1998
	Sixty-sixth Supplemental Indenture

	 	March 1, 1999
	Sixty-seventh Supplemental Indenture

	 	March 1, 2000
	Sixty-eighth Supplemental Indenture

	 	April 1, 2000
	Sixty-ninth Supplemental Indenture

	 	June 1, 2000
	Seventieth Supplemental Indenture

	 	July 1, 2000
	Seventy-first Supplemental Indenture

	 	February 1, 2002
	Seventy-second Supplemental Indenture

	 	September 1, 2003
	Seventy-third Supplemental Indenture

	 	March 1, 2005
	Seventy-fourth Supplemental Indenture

	 	November 1, 2005
	Seventy-fifth Supplemental Indenture
	 	 March 1, 2008
	[Insert subsequent Supplemental Indentures]
	 	 






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



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



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









 



5


	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	Principal
	 	 	Amount	 	Amount
	                    Series	 	Issued	 	Outstanding*
	3-3/4% Series due 1965
	 	$	46,000,000	 	 	None	 
	3-1/8% Series due 1979
	 	 	20,100,000	 	 	None	 
	3-1/4% Series due 1979
	 	 	43,930,000	 	 	None	 
	2-7/8% Series due 1981
	 	 	15,000,000	 	 	None	 
	3-1/2% Series due 1982
	 	 	20,000,000	 	 	None	 
	4-1/8% Series due 1988
	 	 	20,000,000	 	 	None	 
	4-7/8% Series due 1990
	 	 	25,000,000	 	 	None	 
	4-1/2% Series due 1991
	 	 	25,000,000	 	 	None	 
	4-1/2% Series due 1994
	 	 	30,000,000	 	 	None	 
	5-1/8% Series due 1996
	 	 	30,000,000	 	 	None	 
	6-3/8% Series due 1997
	 	 	40,000,000	 	 	None	 
	6-7/8% Series due 1998
	 	 	40,000,000	 	 	None	 
	8-3/4% Series due 2000
	 	 	40,000,000	 	 	None	 
	8-3/4% Series due August 1, 2000
	 	 	50,000,000	 	 	None	 
	7-3/8% Series due 2001
	 	 	65,000,000	 	 	None	 
	7-3/4% Series due October 1, 2001
	 	 	70,000,000	 	 	None	 
	7-3/4% Series due 2002
	 	 	100,000,000	 	 	None	 
	7-3/4% Series due 2003
	 	 	100,000,000	 	 	None	 
	8-1/8% Series due November 1, 2003
	 	 	100,000,000	 	 	None	 
	9-3/4% Series due 2004
	 	 	125,000,000	 	 	None	 
	11-1/8% Series due 1994
	 	 	50,000,000	 	 	None	 
	11% Series due April 15, 1984
	 	 	100,000,000	 	 	None	 
	8-1/2% Series due October 1, 2007
	 	 	100,000,000	 	 	None	 
	9-1/4% Series due June 1, 2008
	 	 	100,000,000	 	 	None	 
	10-1/2% Series due May 15, 2009
	 	 	125,000,000	 	 	None	 
	12-1/4% Series due November 1, 2009
	 	 	100,000,000	 	 	None	 
	Pollution Control Series A
	 	 	63,000,000	 	 	None	 
	14-1/8% Series due April 1, 1987
	 	 	125,000,000	 	 	None	 
	Pollution Control Series B
	 	 	50,000,000	 	 	None	 
	Pollution Control Series C
	 	 	6,000,000	 	 	None	 
	11-5/8% Series due December 1, 1992
	 	 	100,000,000	 	 	None	 
	Pollution Control Series D
	 	 	48,485,000	 	 	None	 
	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	 	 	None	 
	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	 	 	None	 
	Pollution Control Series K
	 	 	2,580,000	 	 	None	 
	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


	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	Principal
	 	 	Amount	 	Amount
	                    Series	 	Issued	 	Outstanding*
	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	 	 	None	 
	8.20% Series due July 1, 2022
	 	 	150,000,000	 	 	None	 
	6-3/4% Series due October 1, 2002
	 	 	100,000,000	 	 	None	 
	6-1/8% Series due February 1, 2000
	 	 	150,000,000	 	 	None	 
	7-1/2% Series due March 1, 2023
	 	 	150,000,000	 	 	None	 
	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	 	 	None	 
	5-7/8% Series due January 15, 2004
	 	 	150,000,000	 	 	None	 
	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	 	 	None	 
	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	 	 	None	 
	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	 
	Pollution Control Series W
	 	 	48,485,000	 	 	 	48,485,000	 
	5.125% Series due September 15, 2013
	 	 	400,000,000	 	 	 	400,000,000	 
	6.125% Series due September 15, 2033
	 	 	200,000,000	 	 	 	200,000,000	 
	5.15% Series due April 1, 2015
	 	 	300,000,000	 	 	 	300,000,000	 
	5.70% Series due April 1, 2035
	 	 	200,000,000	 	 	 	200,000,000	 
	5.25% Series due December 15, 2015
	 	 	400,000,000	 	 	 	400,000,000	 
	6.30% Series due April 1, 2038
	 	 	325,000,000	 	 	 	325,000,000	 








 




			
	*	 	The principal amounts outstanding should be updated at the time of each subsequent Supplemental Indenture, and
all subsequent series of First Mortgage Bonds should be added.





which bonds are herein sometimes referred to as bonds of the First through                     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









 



7

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




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



     WHEREAS, the Company now desires to create 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                     Supplemental Indenture,
and the terms of the bonds of the                     Series, hereinafter referred to, have been duly
authorized by the Board of Directors of the Company by appropriate resolutions of said Board of
Directors;



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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




     All electric generating plants, stations, transmission lines, and electric
distribution systems, including permanent improvements, extensions or additions to or about
such electrical plants, stations, transmission lines and distribution systems of the
Company; all dams, power houses, power sites, buildings, generators, reservoirs, pipe
lines, flumes, structures and works; all substations, transformers, switchboards, towers,
poles, wires, insulators, and other appliances and equipment, and the Company’s rights or
interests in the land upon which the same are situated, and all other property, real or
personal, forming a part of or appertaining to, or used, occupied or enjoyed in connection
with said generating plants, stations, transmission lines, and distribution systems;
together with all rights of way, easements, permits, privileges, franchises and rights for
or related









 



8



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



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



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



     PROVIDED THAT the following are not and are not intended to be now or hereafter granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien and operation of this
                     Supplemental Indenture and from the lien and operation of the Mortgage, namely: (1)
cash, shares of stock and obligations (including bonds, notes and other securities) not hereafter









 



9

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




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



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



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



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



ARTICLE I




                     Series of Bonds




     SECTION 1(A). There shall be a series of bonds designated “___% Series due 20___” (herein
sometimes referred to as the “                    Series”), each of which shall also bear the descriptive
title “First Mortgage Bond”, and the form thereof, which shall be established by Resolution of the
Board of Directors of the Company, shall contain suitable provisions with respect to the matters
hereinafter in this Section specified. Bonds of the                     Series shall be initially issued in
the aggregate principal amount of $                    , mature on                     , 20___, bear interest at the
rate of ___% per annum, payable from                     , 20___, if the date of said bonds is prior to
                    , 20___, or, if the date of said bonds is after                     , 20___, from the
                     or                     next preceding the date of said bonds, and thereafter semi-annually on
                     and                     of each year, be issued as









 



10

fully registered bonds in the denominations of ___Thousand Dollars and, thereafter, at the
option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such
option to be evidenced by the execution and delivery thereof) and be dated as in Section 10 of the
Mortgage provided, the principal of and interest on each said bond to be payable at the office or
agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for public and private
debts.




     Interest on bonds of the                     Series will be computed on the basis of a 360-day year
comprised of twelve 30-day months. If a due date for the payment of interest or principal falls on
a day that is not a business day, then the payment will be made on the next succeeding business
day, and no interest will accrue on the amounts payable for the period from and after the original
due date and until the next business day. The term “business day” means any day other than a
Saturday or Sunday or day on which banking institutions in the City of New York are required or
authorized to close.



     (B) The bonds of the                     Series shall be redeemable at the option of the Company or
with the Proceeds of Released Property in whole at any time, or in part from time to time, prior to
maturity, upon notice as provided in Sections 52 and 54 of the Mortgage (given by mail at least 30
days and not more than 90 days prior to the date fixed for redemption (the “Redemption Date”)), at
a redemption price (sometimes hereinafter referred to as the “Redemption Price”) equal to
[                                        , plus accrued interest on the principal amount thereof to the Redemption
Date] [Alternate redemption provisions.]. On and after the Redemption Date, unless the Company
defaults in the payment of the Redemption Price and interest accrued thereon to such date, interest
on the bonds of the                     Series, or the portions of them so called for redemption, shall
cease to accrue.



     In case of a redemption of only a part of the bonds of the                     Series, the Corporate
Trustee shall draw by lot, in such manner as it deems appropriate, the particular bonds of the
                     Series, or portions of them, to be redeemed.



     The Company shall deliver to the Corporate Trustee promptly upon its calculation thereof, but
in any event prior to any Redemption Date for the bonds of the                     Series, a Treasurer’s
Certificate setting forth its calculation of the Redemption Price applicable to such redemption.
The Corporate Trustee shall be under no duty to inquire into, may conclusively presume the
correctness of, and shall be fully protected in relying upon the Company’s calculation of any
Redemption Price of the bonds of the                     Series.



     In lieu of stating the Redemption Price, notices of redemption of the bonds of the                     
Series shall state substantially the following: “The redemption price of the bonds to be redeemed
shall equal [                    , plus accrued interest on the principal amount thereof to the
Redemption Date.”] [Alternate redemption provisions.]



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



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









 



11

regulations made pursuant thereto or with the rules or regulations of any stock exchange or to
conform to usage or agreement with respect thereto.




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



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



     (D) The bonds of the                     Series shall be issued in registered form without coupons and
shall be issued initially in the form of one or more global bonds (hereinafter sometimes each such
global bond referred to as an “                    Series Global Bond”) to or on behalf of The Depository
Trust Company (hereinafter sometimes referred to as “DTC”), as depositary therefor, and registered
in the name of such depositary or its nominee. Any bonds of the                     Series to be issued or
transferred to, or to be held by or on behalf of DTC as such depositary or such nominee (or any
successor of such depositary or nominee) for such purpose shall bear the depositary legends as
required or otherwise agreed to by the Corporate Trustee and the Company, and in the case of a
successor depositary, such legend or legends as such depositary and/or the Company shall require
and to which each shall agree, in each case such agreement to be confirmed in writing to the
Corporate Trustee. Notwithstanding any other provision in this                     Supplemental Indenture,
payment of interest on the bonds of the                     Series may be made at the option of the Company
by check mailed to the registered holders thereof at their registered address, and, that with
respect to an                     Series Global Bond, the Company may make payments of principal of, the
Redemption Price, if applicable, and interest on such                     Series Global Bond pursuant to and
in accordance with such arrangements as are agreed upon by the Company and the depositary for such
                     Series Global Bond.



     Except as otherwise provided by this                     Supplemental Indenture, an                     Series
Global Bond may be transferred, in whole but not in part and in the manner provided in the
Mortgage, only to a nominee of the depositary for such                     Series Global Bond, or to the
depositary, or to a successor depositary for such                     Series Global Bond selected or
approved by the Company, or to a nominee of such successor depositary.



     If at any time the depositary for an                     Series Global Bond notifies the Company that
it is unwilling or unable to continue as the depositary for such                     Series Global Bond or
if at any time the depositary for an                     Series Global Bond shall no longer be eligible or
in good standing under any applicable statute or regulation, the Company shall appoint a successor
depositary with respect to such                     Series Global Bond. If a successor depositary for such
                     Series Global Bond is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company will execute, and the
Corporate Trustee, upon receipt of a Company request for the authentication and delivery of bonds
of the                     Series in the form of definitive certificates in exchange for such                     
Series Global Bond, will authenticate and deliver, without service charge, bonds of the                     
Series in the form of definitive certificates of like tenor and terms in an aggregate principal
amount equal to the principal amount of the                     Series Global Bond in exchange for such
                     Series Global Bond. Such bonds of the









 



12


                     Series will be issued to and registered in the name of such person or persons as
are specified by the depositary.



     The Company may at any time and in its sole discretion determine that any bonds of the
                     Series issued or issuable in the form of one or more                     Series Global Bonds
shall no longer be represented by such                     Series Global Bond or Bonds. In any such event
the Company will execute, and the Corporate Trustee, upon receipt of a Company order for the
authentication and delivery of bonds of the                     Series in the form of definitive
certificates in exchange in whole or in part for such                     Series Global Bond or Bonds,
will authenticate and deliver, without service charge, to each person specified by the depositary,
bonds of the                     Series in the form of definitive certificates of like tenor and terms in
an aggregate principal amount equal to the principal amount of such                     Series Global Bond
or the aggregate principal amount of such                     Series Global Bonds in exchange for such
                    Series Global Bond or Bonds.



     If the Company so elects in a Treasurer’s Certificate, the depositary may surrender bonds of
the                     Series issued in the form of an                     Series Global Bond in exchange in whole
or in part for bonds of the                     Series in the form of definitive certificates of like tenor
and terms on such terms as are acceptable to the Company and such depositary. Thereupon the
Company shall execute, and the Corporate Trustee shall authenticate and deliver, without service
charge, (i) to each person specified by such depositary a new bond or bonds of the                     
Series of like tenor and terms and any authorized denomination as requested by such person in
aggregate principal amount equal to and in exchange for such person’s beneficial interest in the
                     Series Global Bond; and (ii) to such depositary a new                      Series Global Bond of
like tenor and terms and in an authorized denomination equal to the difference, if any, between the
principal amount of the surrendered                      Series Global Bond and the aggregate principal
amount of bonds of the                      Series delivered to holders thereof.



     In any exchange provided for in any of the preceding three paragraphs, the Company shall
execute and the Corporate Trustee shall authenticate and deliver bonds of the                      Series in
the form of definitive certificates in authorized denominations. Upon the exchange of the entire
principal amount of an                      Series Global Bond for bonds of the                      Series in the form
of definitive certificates, such                      Series Global Bond shall be canceled by the Corporate
Trustee. Except as provided in the immediately preceding paragraph, bonds of the                      Series
issued in exchange for an                      Series Global Bond shall be registered in such names and in
such authorized denominations as the depositary for such                      Series Global Bond, acting
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the
Corporate Trustee. Provided that the Company and the Corporate Trustee have so agreed, the
Corporate Trustee shall deliver such bonds of the                      Series to the persons in whose names
the bonds of the                      Series are so to be registered.



     Any endorsement of an                      Series Global Bond to reflect the principal amount thereof,
or any increase or decrease in such principal amount, shall be made in such manner and by such
person or persons as shall be specified in or pursuant to any applicable letter of representations
or other arrangement entered into with, or procedures of, the depositary with respect to such
                     Series Global Bond or in a Company request. Subject to the terms of the Mortgage, the
Corporate Trustee shall deliver and redeliver any such                      Series Global Bond in the manner
and upon instructions given by the person or persons specified in or pursuant to any applicable
letter of representations or other arrangement entered into with, or procedures of, the depositary
with respect to such                      Series Global Bond or in any applicable Company request. If a
Company request is so delivered, any instructions by the Company with respect to such                     
Series Global Bond contained therein shall be in









 



13

writing but need not be accompanied by or contained in a Treasurer’s Certificate and need not
be accompanied by an opinion of counsel.




     The depositary or, if there be one, its nominee, shall be the holder of an                      Series
Global Bond for all purposes under the Mortgage and the bonds of the                      Series and
beneficial owners with respect to such                      Series Global Bond shall hold their interests
pursuant to applicable procedures of such depositary. The Company, the Corporate Trustee, any bond
registrar, any paying agent and any other agent of the Company or the Corporate Trustee shall be
entitled to deal with such depositary for all purposes of the Mortgage relating to such                     
Series Global Bond (including the payment of principal, the Redemption Price, if applicable, and
interest and the giving of instructions or directions by or to the beneficial owners of such
                     Series Global Bond as the sole holder of such                      Series Global Bond and shall
have no obligations to the beneficial owners thereof (including any direct or indirect participants
in such depositary)). None of the Company, the Corporate Trustee, any paying agent, any bond
registrar or any other agent of the Company or the Corporate Trustee shall have any responsibility
or liability for any aspect of the records relating to or payments made on account of beneficial
ownership interests of a beneficial owner in or pursuant to any applicable letter of
representations or other arrangement or transaction entered into with, or procedures of, the
depositary with respect to such                      Series Global Bond or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests, or for any acts or omissions
of a depositary.



ARTICLE II




Amendments to Certain Provisions of the Mortgage




     SECTION 2. [Insert as applicable.]



ARTICLE III




Reservation of Amendments to Certain Provisions of the Mortgage




     [SECTION 3. The Company reserved in Section 4 of the Seventy-second Supplemental Indenture
the right, without any consent or other action by holders of bonds of the Eighty-first Series, the
Eighty-second Series or any subsequently created series (which includes the Eighty-sixth Series),
to amend the Mortgage, as supplemented, so as to add the words “ten-sevenths of” at the beginning
of subdivision (b) of clause (B) of Section 4 of the Mortgage.



     SECTION 4. The Company reserved in Section 5 of the Seventy-second Supplemental Indenture the
right, without any consent or other action by holders of bonds of the Eighty-first Series, the
Eighty-second Series or any subsequently created series (which includes the Eighty-sixth Series),
to amend the Mortgage, as supplemented, so as to replace the phrase “within the fifteen (15)
calendar months” on the second and third lines of clause (A) of Section 7 of the Mortgage with the
phrase “within the eighteen (18) calendar months”.



     SECTION 5. The Company reserved in Section 6 of the Seventy-second Supplemental Indenture the
right, without any consent or other action by holders of bonds of the Eighty-first Series, the
Eighty-second Series or any subsequently created series (which includes the Eighty-sixth Series),
to amend the Mortgage, as supplemented, so as to delete the word “and” at the end of subdivision
(3) of the excepted property clause on page 121 of the Mortgage and to add a subdivision (5) to
such clause immediately after the phrase “ordinary course of its business;” to









 



14

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




     SECTION 6. The Company reserved in Section 7 of the Seventy-second Supplemental Indenture the
right, without any consent or other action by holders of bonds of the Eighty-first Series, the
Eighty-second Series or any subsequently created series (which includes the Eighty-sixth Series),
to amend the Mortgage, as supplemented, as follows:




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




     “(a) a description in reasonable detail of the property to be
released;”




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




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




     To amend subsection (4) of Section 59 of the Mortgage by replacing the first six
lines thereof with the following:




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



     SECTION 7. The Company reserved in Section 8 of the Seventy-second Supplemental Indenture the
right, without any consent or other action by holders of bonds of the Eighty-first Series, the
Eighty-second Series or any subsequently created series (which includes the Eighty-sixth Series),
to amend the Mortgage, as supplemented, so as to add the words “an amount equal to ten-sevenths of”
at the beginning of the first sentence of subsection (4)(c) of Section 59 of the Mortgage.



     SECTION 8. The Company reserved in Section 9 of the Seventy-second Supplemental Indenture the
right, without any consent or other action by holders of bonds of the Eighty-first









 



15

Series, the Eighty-second Series or any subsequently created series (which includes the
Eighty-sixth Series), to amend the Mortgage, as supplemented, as follows:





     To amend Section 60 of the Mortgage by inserting “(I)” before the word “Unless” in
the first line thereof, and by adding the following subsection (II) at the end of Section
60:




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




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




     (a) that the Company is not in default in the payment of interest
on any bonds then Outstanding hereunder and that none of the Defaults
defined in Section 65 hereof have occurred and are continuing;




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




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




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




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




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




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




     (d) that the Company has Property Additions constituting property
that is not Funded Property (not including any Property Additions to be
released) of a Cost or Fair Value to the Company (whichever is less) of
not less than one dollar ($1) (after making any









 



16



deductions and any additions pursuant to the provisions of Section
4 hereof) after deducting the Cost of the property (or securities) to be
released;




     (3) an Opinion of Counsel stating the signer’s opinion to the effect that,
on the delivery to the Corporate Trustee of the certificates and other
documents, if any, specified in such Opinion of Counsel, the conditions required
by this Indenture precedent to the action requested by the Company to be taken
by the Corporate Trustee have been complied with; and




     (4) in case the Corporate Trustee is requested to release any franchise,
an Opinion of Counsel complying with the requirements of Section 121 hereof and
stating that in the opinion of the signer thereof such release will not impair
to any material extent the right of the Company to operate any of its remaining
properties.”] [To be included until amendment is effected.]



ARTICLE IV




Dividend Covenant




     SECTION 9. The Company covenants and agrees that, so long as any of the bonds of the
                     Series remain Outstanding, the Company will not declare or pay any dividends upon its
common stock (other than dividends in common stock) or make any other distributions on its common
stock or purchase or otherwise retire any shares of its common stock, unless immediately after such
declaration, payment, purchase, retirement or distribution (hereinafter in this Section referred to
as “Restricted Payments”), and giving effect thereto, the amount arrived at by adding




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




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




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


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










 



17




     The Company further covenants and agrees that not later than May 1 of each year beginning with
the year 20___it will furnish to the Corporate Trustee a Treasurer’s Certificate stating whether
or not the Company has fully observed the restrictions imposed upon it by the covenant contained in
this Section 9.



ARTICLE V




Certain Provisions With Respect To Future Advances




     SECTION 10. Upon the filing of this                     Supplemental Indenture for record in all
counties in which the Mortgaged and Pledged Property is located, and until a further indenture or
indentures supplemental to the Mortgage shall be executed and delivered by the Company to the
Trustees pursuant to authorization by the Board of Directors of the Company and filed for record in
all counties in which the Mortgaged and Pledged Property is located further increasing or
decreasing the amount of future advances which may be secured by the Mortgage, as supplemented, the
Mortgage, as supplemented, may secure future advances and other indebtedness and sums not to exceed
in the aggregate $2,500,000,000, in addition to $                    in aggregate principal amount of bonds
to be Outstanding at the time of such filing, and all such advances and other indebtedness and sums
shall be secured by the Mortgage, as supplemented, equally, to the same extent and with the same
priority, as the amount originally advanced on the security of the Mortgage, namely, $                    ,
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 VI




Miscellaneous Provisions




     SECTION 11. Subject to any amendments provided for in this                      Supplemental Indenture,
the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this
                     Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore
supplemented.



     SECTION 12. The Trustees hereby accept the trusts herein declared, provided, created or
supplemented and agree to perform the same upon the terms and conditions herein and in the
Mortgage, as heretofore supplemented, set forth and upon the following terms and conditions:




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



     SECTION 13. Subject to the provisions of Article XV and Article XVI of the Mortgage, whenever
in this                      Supplemental Indenture either of the parties hereto is named or referred to,
this shall be deemed to include the successors or assigns of such party, and all the covenants and
agreements in this                      Supplemental Indenture contained by or on behalf









 



18

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



     SECTION 15. This                      Supplemental Indenture shall be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same
instrument.



[Signatures on the Following Pages]










 



19


     The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant
against whom a personal judgment is taken or asked may within thirty days after the sale of the
mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as
approved by the court would be substituted for the high bid and may decrease the amount of any
deficiency owing in connection with the transaction. THE COMPANY HEREBY WAIVES AND
RELINQUISHES THE STATUTORY APPRAISAL RIGHTS, WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE
SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE MORTGAGED PROPERTY.



     IN WITNESS WHEREOF, Carolina Power & Light Company d/b/a Progress Energy Carolinas, Inc. 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 Mellon 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 Secretaries and Douglas J. MacInnes has
hereunto set his/her hand and affixed his/her seal, all as of the day and year first above written.



	 	 	 	 	 
	 	CAROLINA POWER & LIGHT COMPANY d/b/a 

PROGRESS ENERGY CAROLINAS, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 
	Attest:
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	Executed, sealed and delivered by
	 	 
	CAROLINA POWER & LIGHT COMPANY
	 	 
	d/b/a PROGRESS ENERGY CAROLINAS, INC.
	 	 
	in the presence of:
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 






[Trustees’ Signature Page Follows]










 



20

	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

as Trustee

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 




	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(L.S.)	 	 
	 

	 	 	 	 	 	 
	 

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


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 






[Trustees’ Signature Page]




[                    Supplemental Indenture dated as of                     , 20          

to the Carolina Power & Light Company Mortgage and Deed of Trust

dated as of May 1, 1940]










 



21


	 	 	 	 	 	 	 
	STATE OF NORTH CAROLINA

	 	 	)	 	 	 
	 

	 	 	)	 	 	SS.:
	COUNTY OF WAKE

	 	 	)	 	 	 






     This ___day of                     , A.D. 20___, personally came before me,                     , a Notary
Public,                     , who, being by me duly sworn, acknowledged before me that he is                      of
CAROLINA POWER & LIGHT COMPANY d/b/a PROGRESS ENERGY CAROLINAS, INC., 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/her] in behalf of said corporation by its authority duly given. And
the said                      acknowledged the said writing to be the act and deed of said
corporation.



     On the ___day of                     , in the year of 20___, before me personally came                     , to
me known, who, being by me duly sworn, did depose and say that [he/she] resides at
                                        ; that [he/she] is                      of CAROLINA POWER & LIGHT COMPANY d/b/a PROGRESS
ENERGY CAROLINAS, INC., 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	 	 
	 

	 	                     County	 	 
	 

	 	My Commission Expires:                     	 	 






	 	 	 	 	 	 	 
	STATE OF NORTH CAROLINA

	 	 	)	 	 	 
	 

	 	 	)	 	 	 SS.:
	COUNTY OF WAKE

	 	 	)	 	 	 






     This ___day of                     , A.D. 20___, personally came before me,                     , a Notary
Public,                     , who, being by me duly sworn, acknowledged before me that [he/she] is the
                     of CAROLINA POWER & LIGHT COMPANY d/b/a PROGRESS ENERGY CAROLINAS, INC., 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 attested by [him/her] on behalf of said corporation by its authority
duly given.



     On the ___day of                     , in the year of 20___, before me personally came                     , to
me known, who, being by me duly sworn, did depose and say that [he/she] resides at
                                        ; that [he/she] is the                      of CAROLINA POWER & LIGHT COMPANY d/b/a
PROGRESS ENERGY CAROLINAS, INC., 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 and attested [his/her] name thereto by the authority of the Board
of Directors of said corporation.



	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Notary Public, State of North Carolina	 	 
	 

	 	                     County	 	 
	 

	 	My Commission Expires:                     	 	 












 



22


	 	 	 	 	 	 	 
	STATE OF NEW YORK

	 	 	)	 	 	 
	 

	 	 	)	 	 	SS.:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






     On                     , 20___before me, the undersigned, personally appeared                     , personally
known to me or proved to me on the basis of satisfactory evidence to be the individual whose name
is subscribed to the within instrument and acknowledged to me that [he/she] executed the same in
[his/her] capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.



     I,                     , a Notary Public of the State of New York, certify that                      personally
came before me this day and acknowledged that [he/she] is a                      of THE BANK OF NEW YORK
MELLON, as Trustee, a New York banking corporation, and that [he/she], as                     , being
authorized to do so, executed the foregoing on behalf of the corporation.



     Witness my hand and official seal, this the ___day of                      20___.



	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Notary Public, State of New York	 	 
	 

	 	No.                     	 	 
	 

	 	Qualified in                      County	 	 
	 

	 	Commission Expires                     	 	 






	 	 	 	 	 	 	 
	STATE OF NEW YORK

	 	 	)	 	 	 
	 

	 	 	)	 	 	SS:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






     On                     , 20___before me, the undersigned, personally appeared Douglas J.
MacInnes, as successor Individual Trustee, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.



     I,                     , a Notary Public of the State of New York, do hereby certify that Douglas J.
MacInnes, as successor Individual Trustee, personally appeared before me this day and
acknowledged the due execution of the foregoing instrument.



     Witness my hand and official seal, this the ___day of                     , 20___.




	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Notary Public, State of New York	 	 
	 

	 	No.                     	 	 
	 

	 	Qualified in                      County	 	 
	 

	 	Commission Expires                     	 	 












 



23


	 	 	 	 	 	 	 
	STATE OF NEW YORK

	 	 	)	 	 	 
	 

	 	 	)	 	 	SS.:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






     On                     , 20___before me, the undersigned, personally appeared                     , personally
known to me or proved to me on the basis of satisfactory evidence to be the individual whose name
is subscribed to the within instrument and acknowledged to me that [he/she] signed and attested the
same in her capacity, and that by [his/her] signature on the instrument, the individual, or the
person upon behalf of which the individual acted, signed and attested the instrument.



     I,                     , a Notary Public of the State of New York, certify that                      personally
came before me this day and acknowledged that [he/she] is a                      of THE BANK OF NEW YORK
MELLON, as Trustee, a New York banking corporation, and that [he/she], as                     , being
authorized to do so, signed and attested the foregoing on behalf of the corporation.



     Witness my hand and official seal, this the ___day of                     , 20___.



	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Notary Public, State of New York	 	 
	 

	 	No.                     	 	 
	 

	 	Qualified in                      County	 	 
	 

	 	Commission Expires