PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED

                                       AND

                           FIRST UNION NATIONAL BANK,


                                   As Trustee







                          FOURTH SUPPLEMENTAL INDENTURE

                          Dated as of February 12, 2001

                                       To

                                    INDENTURE

                           Dated as of January 1, 1996





                                Medium Term Notes
                             Due From Nine Months to
                       Thirty Years from Date of Issuance


<PAGE>


                                                         5
         FOURTH  SUPPLEMENTAL  INDENTURE,  dated as of  February  12, 2001 (this
"Supplemental  Indenture")  between  Public Service  Company of North  Carolina,
Incorporated,  a South  Carolina  corporation,  as successor  to Public  Service
Company of North Carolina,  Incorporated,  a North Carolina  corporation (herein
called the  "Company"),  and First Union  National  Bank,  formerly  First Union
National Bank of North Carolina,  as trustee (herein called the "Trustee") under
the  Indenture,  dated as of January 1, 1996 (as such  Indenture may  heretofore
have been amended and supplemented, the "Indenture") between the Company and the
Trustee.  Except as otherwise expressly provided in this Supplemental  Indenture
or otherwise  clearly  required by the context  hereof or thereof all terms used
herein or said form of Note that are  defined  in the  Indenture  shall have the
several meanings respectively assigned to them thereby.

         WHEREAS,  the Company  executed  and  delivered  the  Indenture  to the
Trustee to provide for the future issuance of Securities, to be issued from time
to time in one or more series as might be  determined  by the Company  under the
Indenture,  in an unlimited aggregate principal amount that may be authenticated
and delivered thereunder as in the Indenture provided; and

         WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the  establishment of one or more additional series of Securities to
be known as its Medium Term Notes (the "Notes"), the form and substance thereof,
and the terms,  provisions and conditions thereof, to be established as provided
in the Indenture and this Supplemental Indenture; and

         WHEREAS, the Company desires and has requested the Trustee to join with
it in the  execution  and  delivery  of  this  Supplemental  Indenture  and  all
requirements  necessary to make this Supplemental  Indenture a valid instrument,
in  accordance  with its terms,  and to make the  Notes,  when  executed  by the
Company and authenticated and delivered by the Trustee, the valid obligations of
the Company,  have been performed and fulfilled,  and the execution and delivery
hereof have been in all respects duly authorized;

         NOW, THEREFORE,  in consideration of the purchase and acceptance of the
Notes by the holders thereof,  and for the purpose of setting forth, as provided
in the Indenture,  the form and substance of the Notes and the terms, provisions
and  conditions  thereof,  the Company  covenants and agrees with the Trustee as
follows:


                                   ARTICLE ONE

                    General Terms and Conditions of the Notes

         SECTION  1.01.  There  shall  be  one  or  more  additional  series  of
Securities  designated "Medium Term Notes," to bear such further designations as
hereafter  provided,  which series shall be unlimited in principal  amount.  The
forms of the Notes of each such  series  shall be  established  by an  Officer's
Certificate   delivered   to  the  Trustee  on  or  before  the  date  of  first
authentication  of  Notes  of  each  such  series  and  shall  contain  suitable
provisions  with respect to the matters  hereinafter in this Article  specified,
including any further  designation  or descriptive  title,  the date or dates of
Maturity for the Notes of each such series, the rate or rates at which the Notes
of each  such  series  shall  bear  interest,  the date or  dates on which  such
interest  shall be  payable,  the date from which the Notes of each such  series
shall  bear  interest  if such date is not the date of first  authentication  of
Notes of each such  series,  and other  matters  permitted by Section 3.1 of the
Indenture.  Such  Notes  shall be  issued  as  fully  registered  Securities  in
denominations of One Thousand Dollars and, at the option of the Company,  in any
integral  multiple  or  multiples  thereof  (the  exercise  of such option to be
evidenced by the execution and delivery  thereof).  Unless otherwise provided in
the  Officer's  Certificate  establishing  the form of the  Notes  of each  such
series,  the  principal of, and premium,  if any, and  interest,  if any, on the
Notes of each series shall be payable at the office and agency of the Company in
Charlotte,  North Carolina,  in such coin or currency of the coin or currency of
the United  States of  America  as at the time of  payment  is legal  tender for
public and private debts. The Notes of each such series shall be dated as in the
Indenture provided.

         SECTION  1.02.  (a)  If  so  provided  in  the  Officer's   Certificate
establishing  the form of a series  of  Notes,  such  Notes  shall be  issued as
Registered  Securities  in  global  form  (a  "Global  Notes")  in an  aggregate
principal amount equal to the principal amount of the Notes, to be registered in
the name of The Depository  Trust  Company,  New York, New York or any successor
registered as a clearing  agency under the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), or other applicable statute or regulation,  as the
Depository,  or its nominee,  and delivered by the Trustee to the Depository for
crediting to the account of its participants pursuant to the instructions of the
Company.  Payments  on any  Note  issued  as a Global  Note  will be made to the
Depository.

         (b)  Pursuant  to the  provisions  of Section 3.5 of the  Indenture,  a
Global Note may be transferred, in whole but not in part, in the manner provided
in Section 3.5 of the  Indenture,  only by the  Depository  for such series to a
nominee of the  Depository,  by a nominee of the Depository to the Depository or
to another nominee of the Depository,  or by the Depository or such nominee to a
successor Depository selected or approved by the Company or to a nominee of such
successor Depository.

         (c) If at any time  the  Depository  notifies  the  Company  that it is
unwilling  or unable to continue as  Depositary  for the Notes or if at any time
the  Depository  for the Notes shall no longer be a clearing  agency  registered
under  the  Exchange  Act,  or other  applicable  statue  or  regulation,  and a
successor  Depository  for the Notes is not  appointed by the Company  within 90
days after the Company  receives such notice or becomes aware of such condition,
as the case may be, this Section 1.02 shall no longer be applicable to the Notes
and the Company will execute and,  subject to Section 3.5 of the Indenture,  the
Trustee  will,  upon  receipt  of a  Company  Order for the  authentication  and
delivery of  certificated  Securities  of like tenor,  authenticate  and deliver
Notes of like tenor in certified  form, in authorized  denominations,  and in an
aggregate  principal  amount equal to the principal amount of the Global Note in
exchange  for  such  Global  Note.  In  addition,  the  Company  may at any time
determine in its sole  discretion  that the Notes shall no longer be represented
by a Global Note,  and that the  provisions of this Section 1.02 shall no longer
apply to the Notes.  In such event,  the Company will  execute  and,  subject to
Section 3.5 of the  Indenture,  the  Trustee,  upon  receipt of a Company  Order
evidencing such  determination  by the Company,  will  authenticate  and deliver
certificated  Notes in  authorized  denominations,  and in  aggregate  principal
amount  equal to the  principal  amount of the Global Note in exchange  for such
Global  Note.  Upon  exchange  of the Global  Note for such Notes in  definitive
registered form without coupons,  in authorized  denominations,  the Global Note
shall be canceled  by the  Trustee.  Such Notes in  definitive  registered  form
issued in exchange for the Global Note pursuant to this Section 1.02(c) shall be
registered  in  such  names  and  authorized  denominations  as the  Depository,
pursuant to instructions from its direct or indirect  participants or otherwise,
shall  instruct  the  Trustee.  The  Trustee  shall  deliver  such  Notes to the
Depository  for  delivery  to the  persons  in whose  names  such  Notes  are so
registered.

         SECTION 1.03. If the Notes of a series are issued in certificated form,
principal of and premium,  if any,  and  interest  thereon will be payable,  the
transfer thereof will be  registerable,  and such Notes will be exchangeable for
Notes of the same series bearing  identical terms and provisions,  at the office
or agency of the Company in the City of Charlotte,  North Carolina,  in any coin
or currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided,  however, that payment
of interest on any of such Notes may be made at the option of the Company (i) by
check  mailed to the  Holder  thereof  at such  address  as shall  appear in the
Security  Register  or (ii) by wire  transfer  to an account  maintained  by the
person entitled thereto as specified in the Register.


                                   ARTICLE TWO

                                  Other Matters

         SECTION 2.01.  (a) The Company  designates  the Trustee as Paying Agent
and Registrar  with respect to the Notes,  and  designates  the Corporate  Trust
Office of the Trustee as an office at which (i) the principal of and premium, if
any, and interest on the Notes shall be payable,  (ii) registration of transfers
and  exchanges of the Notes may be effected and (iii)  notices and demands to or
upon the Company in respect of the Notes and the Indenture may be served.

         (b)  The  Company  reserves  the  right  to  change,  by  one  or  more
supplemental  indentures,  any such  designation  made  pursuant to this Section
2.01.

         SECTION 2.02. The proper officers of the Company may execute,  with the
Paying Agent and any Authenticating  Agent for the Notes, one or more letters of
representations  and other  customary  documentation  to the  Depository and any
supplements or amendments  thereto necessary or desirable to make Notes eligible
for deposit at the Depository;  provided, however, that the Company reserves the
right to terminate any such letter of  representations or other agreement by one
or more Officer's  Certificates;  provided  further,  however,  that the Company
reserves the right to enter into similar  agreements  with any other  Depository
with respect to the Notes by one or more Officer's Certificates.

         SECTION 2.03.  Subject to the  provisions of the Indenture  (including,
without limitation, Section 4.6 thereof), the provisions of Sections 4.4 and 4.5
of the Indenture shall be applicable to the Notes.



                                  ARTICLE THREE

                            Miscellaneous Provisions

         SECTION 3.01.  The  Indenture,  as  supplemented  by this  Supplemental
Indenture,  is in all respects  ratified and  confirmed,  and this  Supplemental
Indenture  shall be deemed part of the Indenture in the manner and to the extent
herein and therein provided.

         SECTION 3.02. The recitals herein contained are made by the Company and
not  by  the  Trustee,  and  the  Trustee  assumes  no  responsibility  for  the
correctness  thereof.  The Trustee makes no representation as to the validity of
sufficiency of this Supplemental Indenture.

         SECTION 3.03. THIS  SUPPLEMENTAL  INDENTURE,  THE NOTES AND ANY COUPONS
APPERTAINING  THERETO SHALL,  PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK,  WITHOUT  REFERENCE TO THE CHOICE OF LAW  PROVISIONS  THEREOF
(OTHER THAN SUCH SECTION 5-1401).

         SECTION 3.04. This Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.



<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have caused this  Supplemental
Indenture  to be duly  executed  and  their  respective  corporate  seals  to be
hereunto affixed and attested all as of the day and year first written.

                                      PUBLIC SERVICE COMPANY OF
NORTH CAROLINA, INCORPORATED
[Seal]

                                      By: /s/ Mark R. Cannon
Attest:                               Its: Controller


/s/ Lynn M. Williams
Secretary

                                      FIRST UNION NATIONAL BANK, as
Trustee
[Seal]

                                      By: /s/ Marcian Cromwell
Attest:                               Its: Assistant Vice President


/s/ Beverly M. Miles
Title: Trust Officer