EX-4.1



 Exhibit 4.1 
 Counterpart      of 100 Counterparts 
  

 
  

CAROLINA POWER & LIGHT COMPANY 
 d/b/a PROGRESS ENERGY CAROLINAS, INC. 
 TO 

THE BANK OF NEW YORK MELLON 
 (formerly The Bank of New York (formerly Irving Trust Company)) 
 AND

 TINA D. GONZALEZ 
 (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, 

W.T. Cunningham, Douglas J. MacInnes and Ming Ryan) 

 

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

  
  

Eightieth Supplemental Indenture 
 Providing among other things for 
 First Mortgage Bonds, 4.10% Series due 2043
(Ninety-first Series) 
 Dated as of March 1, 2013 

 
  

 
 Prepared by and Return to:

 Robinson, Bradshaw & Hinson, P.A. 
 101 North Tryon Street, Suite 1900 
 Charlotte, North Carolina 28246 







 EIGHTIETH SUPPLEMENTAL INDENTURE 

INDENTURE, dated as of March 1, 2013, 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 27601-1748 (hereinafter sometimes referred to as the “Company”), and THE BANK OF NEW YORK MELLON
(formerly 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 referred to as the “Corporate
Trustee”), and TINA D. GONZALEZ (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, W.T. Cunningham, Douglas J. MacInnes and Ming Ryan), whose post office
address is 10161 Centurion Parkway, Jacksonville, Florida 32256 (hereinafter sometimes referred to as the “Individual Trustee”; 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 “Original Mortgage” and, as supplemented from time to time by the seventy-nine supplemental indentures
mentioned below, by this Indenture, and by all other indentures, if any, supplemental to the Original Mortgage, hereinafter referred to as the “Mortgage”), which Original 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 Original Mortgage, reference to which Original Mortgage is hereby made, this
Indenture (hereinafter sometimes referred to as the “Eightieth Supplemental Indenture”) being supplemental thereto: 

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

WHEREAS, the Original 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 Original Mortgage, as theretofore supplemented, 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 Original Mortgage, as theretofore supplemented, 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 Original Mortgage, as theretofore supplemented, 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 
 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 Original Mortgage, as theretofore supplemented, 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, by the Seventy-sixth Supplemental Indenture mentioned below, the Company, among other things, appointed Ming Ryan as
Individual Trustee in succession to said Douglas J. MacInnes (resigned), and Ming Ryan accepted said appointment; and 

WHEREAS, by the Seventy-ninth Supplemental Indenture mentioned below, the Company, among other things, appointed Tina D. Gonzalez as
Individual Trustee in succession to said Ming Ryan (resigned), and Tina D. Gonzalez 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 Eightieth Supplemental Indenture is 

  
 2 








 
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 Original 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 Original 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
	 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


  
 3 









			
	 Designation
	  	 Dated as of

		
	 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
	 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
	 Seventy-sixth Supplemental Indenture
	  	January 1, 2009
	 Seventy-seventh Supplemental Indenture
	  	June 18, 2009
	 Seventy-eighth Supplemental Indenture
	  	September 1, 2011


  
 4 









			
	 Designation
	  	 Dated as of

		
	 Seventy-ninth Supplemental Indenture
	  	May 1, 2012

 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 Original 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 certain property of the Company located in said County intended to be subject to the lien of the
Original Mortgage, all in accordance with Section 42 of the Mortgage; and 
 WHEREAS, the Original Mortgage and said First
through Seventy-ninth 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 Eightieth
Supplemental Indenture is to be recorded; and 
 WHEREAS, in addition to the property described in the Original 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 Original Mortgage, as from time to time then supplemented, the following series of First Mortgage Bonds: 

 

									
	 Series
	  	Principal
Amount
Issued	 	  	Principal
Amount
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	  


  
 5 









									
	 Series
	  	Principal
Amount
Issued	 	  	Principal
Amount
Outstanding	 
			
	 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	  
	 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	  


  
 6 









									
	 Series
	  	Principal
Amount
Issued	 	  	Principal
Amount
Outstanding	 
			
	 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	  	  	 	None	  
	 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 2013
	  	 	400,000,000	  	  	 	400,000,000	  
	 6.125% Series due 2033
	  	 	200,000,000	  	  	 	200,000,000	  
	 5.15% Series due 2015
	  	 	300,000,000	  	  	 	300,000,000	  
	 5.70% Series due 2035
	  	 	200,000,000	  	  	 	200,000,000	  
	 5.25% Series due 2015
	  	 	400,000,000	  	  	 	400,000,000	  
	 6.30% Series due 2038
	  	 	325,000,000	  	  	 	325,000,000	  
	 5.30% Series due 2019
	  	 	600,000,000	  	  	 	600,000,000	  
	 3.00% Series due 2021
	  	 	500,000,000	  	  	 	500,000,000	  
	 2.80% Series due 2022
	  	 	500,000,000	  	  	 	500,000,000	  
	 4.10% Series due 2042
	  	 	500,000,000	  	  	 	500,000,000	  

 which bonds are herein sometimes referred to as bonds of the First through Ninetieth Series, respectively; and

 WHEREAS, Section 8 of the Original Mortgage, as heretofore supplemented, 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 

  
 7 








 
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 

WHEREAS, Section 120 of the Original Mortgage, as heretofore supplemented, 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
Original Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it; and 
 WHEREAS, the
execution and delivery by the Company of this Eightieth Supplemental Indenture, and the terms of the bonds of the Ninety-first 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 Original 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
Original Mortgage, as heretofore supplemented) unto The Bank of New York Mellon and Tina D. Gonzalez, 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


  
 8 








 
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 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 Original Mortgage, in addition to property covered by the above-mentioned supplemental indentures (except any herein or in the Original 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 Eightieth 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, tracks, 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 Original 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 Original Mortgage, as heretofore supplemented, described. 

TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any wise 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 Original Mortgage, as heretofore supplemented) 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. 

  
 9 








 IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the
Original Mortgage, as heretofore supplemented, 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 Original 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 Eightieth 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 or this Eightieth 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; (5) any property which does not constitute Property Additions, Funded Property or Funded Cash (each as defined
in the Original Mortgage as supplemented) and (6) any property and rights heretofore released from the lien of the Original Mortgage, as heretofore supplemented; provided, however, that the property and rights expressly excepted from the lien
and operation of the Original Mortgage, as heretofore supplemented, and this Eightieth 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 Original Mortgage, as heretofore supplemented, this Eightieth Supplemental Indenture being supplemental to the Original 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 

  
 10 









 
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 Original Mortgage and had been specifically and at length
described in and conveyed to the Trustees by the Original 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 
 NINETY-FIRST SERIES OF BONDS 
 SECTION 1. (A) There shall be a series of bonds
designated “4.10% Series due 2043” (herein sometimes referred to as the “Ninety-first 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 Ninety-first Series shall be initially issued in the aggregate principal amount
of $500,000,000, mature on March 15, 2043, bear interest at the rate of 4.10% per annum, payable from March 12, 2013, if the date of said bonds is on or prior to September 15, 2013, or, if the date of said bonds is after
September 15, 2013, from the March 15 or September 15 next preceding the date of said bonds, and thereafter semi-annually on March 15 and September 15 of each year, be issued as fully registered bonds in the denominations of
Two Thousand Dollars and in any integral multiple of One Thousand Dollars in excess 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 Ninety-first 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, principal or any Redemption Price (as defined below), 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) At any time on or after September 15, 2042, the bonds of the Ninety-first Series shall be
redeemable at the option of the Company, or with the Proceeds of Released Property (as contemplated by clause (4) of Section 61 of the Mortgage), in whole or in part and from time to time, prior to maturity, upon notice as provided in
Sections 52 and 54 of the Mortgage (given by mail not less than 30 days and not more than 90 days prior to the date fixed for redemption), at a redemption price equal to 100% of the principal amount of the bonds then Outstanding to be redeemed, plus
in each case accrued but unpaid interest on such principal amount to such date fixed for redemption. At any time prior to September 15, 2042, the bonds of the Ninety-first Series shall be redeemable at the option of the Company, or with the
Proceeds of Released Property (as contemplated by clause (4) of Section 61 of the Mortgage), in whole or in part and from time to time, upon notice as provided in Sections 52 and 54 of the Mortgage (given by mail


  
 11 









 
not less than 30 days and not more than 90 days prior to the date fixed for redemption (together with the date fixed for redemption referred to in the preceding sentence, each a “Redemption
Date”)), at a redemption price (hereinafter sometimes referred to as the “Make-Whole Redemption Price” and, together with the redemption price referred to in the preceding sentence, each a “Redemption Price”) equal to the
greater of (i) 100% of the principal amount of the bonds then Outstanding to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such bonds from such Redemption Date to the
maturity date, computed by discounting such payments, in each case, to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points, plus in
either case accrued but unpaid interest on such principal amount to such Redemption Date. On and after any Redemption Date, if sufficient cash shall have been deposited with the Corporate Trustee (and/or if the Company has irrevocably directed the
Corporate Trustee to apply, from moneys held by it available to be used for the redemption of bonds, sufficient cash) to redeem all of the bonds of the Ninety-first Series called for redemption, interest on the bonds of the Ninety-first Series, or
the portions of them so called for redemption, shall cease to accrue. 
 “Treasury Rate” means, with respect to any
Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 
 “Comparable Treasury
Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the bonds of the Ninety-first Series to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such bonds of the Ninety-first Series. 

“Comparable Treasury Price” means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations. 
 “Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company. 

“Reference Treasury Dealer” means each of Barclays Capital Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA)
LLC and RBS Securities Inc., plus one other financial institution appointed by the Company at the time of any redemption, or their respective affiliates or successors, each of which is a primary U.S. Government securities dealer in the United States
(a “Primary Treasury Dealer”); provided, however, that if any of the foregoing or their affiliates or successors shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury


  
 12 









 
Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date. 

In case of a redemption of only a part of the bonds of the Ninety-first Series, absent any written agreement of the registered holders of
all of the bonds of the Ninety-first Series satisfactory to the Corporate Trustee specifying the particular bonds of the Ninety-first Series to be redeemed, the Corporate Trustee shall draw by lot, according to such method as it shall deem proper in
its discretion, the particular bonds of the Ninety-first Series, or portions of them, to be redeemed. 
 In case of any bonds of
the Ninety-first Series called for redemption in whole or in part prior to September 15, 2042, the Company shall deliver to the Corporate Trustee promptly upon its calculation thereof, but in any event prior to the related Redemption Date, a
Treasurer’s Certificate setting forth its calculation of the Make-Whole 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 Make-Whole Redemption Price of the bonds of the Ninety-first Series. 
 In lieu of stating any Make-Whole Redemption Price, notices of redemption of the bonds of the Ninety-first Series called for redemption in whole or in part shall state substantially the following:
“The redemption price of the bonds to be redeemed shall equal the greater of (i) 100% of the principal amount of the bonds then Outstanding to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon from the Redemption Date to the maturity date, computed by discounting such payments, in each case, to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined in the Eightieth Supplemental Indenture) plus 15 basis points, plus in each case accrued but unpaid interest on the principal amount thereof called for redemption to the Redemption Date.” 

Except as provided herein, Article X of the Mortgage shall apply to redemptions of bonds of the Ninety-first Series. 

(C) Subject to the provisions set forth below with respect to Ninety-first series Global Bonds, at the option of the registered owner,
any bonds of the Ninety-first 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 Ninety-first 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. 
 Subject to the provisions set forth below with respect to
Ninety-first Series Global Bonds, bonds of the Ninety-first 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. 

  
 13 









 Upon any exchange or transfer of bonds of the Ninety-first 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. 
 (C) The bonds of the Ninety-first Series shall be issued in
registered form without coupons and shall be issued initially in the form of one or more global bonds (each such global bond hereinafter sometimes referred to as a “Ninety-first 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 Ninety-first 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
Eightieth Supplemental Indenture, payment of interest on the bonds of the Ninety-first Series may be made at the option of the Company by check mailed to the registered holders thereof at their registered address, and, with respect to a Ninety-first
Series Global Bond, the Company may make payments of principal of, any Redemption Price and interest on such Ninety-first Series Global Bond pursuant to and in accordance with such arrangements as are agreed upon by the Company and the depositary
for such Ninety-first Series Global Bond. 
 Except under the limited circumstances described below, bonds of the Ninety-first
Series represented by a Ninety-first Series Global Bond or Bonds shall not be exchangeable for, and shall not otherwise be issuable as, bonds of the Ninety-first Series in definitive form. The Ninety-first Series Global Bond or Bonds described in
this Section 1(D) may not be transferred except by the depositary to a nominee of the depositary or by a nominee of the depositary to the depositary or another nominee of the depositary or to a successor depositary or its nominee. 

A Ninety-first Series Global Bond shall be exchangeable for bonds of the Ninety-first Series registered in the names of persons other
than the depositary or its nominee only if (i) the depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Ninety-first Global Bond and no successor depositary shall have been appointed by the Company
within 90 days of receipt by the Company of such notification, or if at any time the depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the depositary is required to be so
registered to act as such depositary and no successor depositary shall have been appointed by the Company within 90 days after it becomes aware of such cessation, (ii) a Default has occurred and is continuing with respect to the bonds of the
Ninety-first Series or (iii) the Company in its sole discretion, and subject to the procedures of the depositary, determines that such Ninety-first Global Bond shall be so exchangeable. Any Ninety-first Series Global Bond that is exchangeable
pursuant to the preceding sentence shall be exchangeable for bonds of the Ninety-first Series registered in such names as the depositary shall direct. 

  
 14 









 In any exchange provided in the preceding paragraph the Company shall execute, and the
Corporate Trustee, upon receipt of a Company request for the authentication and delivery of bonds of the Ninety-first Series in the form of definitive certificates in exchange in whole or in part for such Ninety-first Series Global Bond or Bonds,
shall authenticate and deliver, without service charge, to each person specified by the depositary, bonds of the Ninety-first Series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the
principal amount of such Ninety-first Series Global Bond or the aggregate principal amount of such Ninety-first Series Global Bonds in exchange for such Ninety-first Series Global Bond or Bonds. Upon the exchange of the entire principal amount of a
Ninety-first Series Global Bond for bonds of the Ninety-first Series in the form of definitive certificates, such Ninety-first Series Global Bond shall be canceled by the Corporate Trustee. Bonds of the Ninety-first Series issued in exchange for a
Ninety-first Series Global Bond shall be registered in such names and in such authorized denominations as the depositary for such Ninety-first 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 Ninety-first Series to the persons in whose names the bonds of the Ninety-first Series
are so to be registered. 
 Any endorsement of a Ninety-first 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 Ninety-first Series Global Bond or in a Company request. Subject to the terms of the Mortgage, the Corporate Trustee shall deliver and redeliver any such Ninety-first 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 Ninety-first 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 Ninety-first Series Global Bond contained therein shall be in 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 a Ninety-first Series Global Bond for all purposes under the Mortgage and the bonds of the Ninety-first Series and beneficial owners with respect to such Ninety-first 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 Ninety-first 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
Ninety-first Series Global Bond as the sole holder of such Ninety-first 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 

  
 15 









 
procedures of, the depositary with respect to such Ninety-first 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 
 DIVIDEND COVENANT 
 SECTION 2. The Company covenants and agrees that, so long as
any of the bonds of the Ninety-first 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. 

The Company further covenants and agrees that not later than May 1 of each year beginning with the year 2013 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 2. 

  
 16 









 ARTICLE III 
 CERTAIN PROVISIONS WITH RESPECT TO FUTURE ADVANCES 
 SECTION 3. Upon the filing of
this Eightieth 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, the Mortgage may secure future advances and other indebtedness and sums not to exceed in the aggregate $2,500,000,000, in addition to $5,193,725,000 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, equally, to the same extent and with the same priority, as the amount originally advanced on the security of the Original 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 IV 

MISCELLANEOUS PROVISIONS 
 SECTION 4. Subject to any amendments provided for in this Eightieth Supplemental Indenture, the terms defined in the Original Mortgage, as heretofore supplemented, shall, for all purposes of this
Eightieth Supplemental Indenture, have the meanings specified in the Original Mortgage, as heretofore supplemented. 
 SECTION
5. 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 Original 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 Eightieth 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 Original
Mortgage, as heretofore supplemented, shall apply to and form part of this Eightieth 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 Eightieth Supplemental Indenture. 
 SECTION 6. Subject to the
provisions of Article XV and Article XVI of the Mortgage, whenever in this Eightieth 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 Eightieth Supplemental Indenture contained by or on behalf of 

  
 17 









 
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 7. Nothing in this Eightieth 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 Eightieth Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Eightieth 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 8. This Eightieth 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] 

  
 18 









 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, Senior
Associates or Associates and its corporate seal to be attested by one of its Vice Presidents, Senior Associates or Associates, and Tina D. Gonzalez has hereunto set her hand and seal, all as of the day and year first above written. 

 

							
		 		 	CAROLINA POWER & LIGHT COMPANY d/b/a PROGRESS ENERGY CAROLINAS, INC.
				
		 		 	By:	 	 /s/ Stephen G. De May

		 		 		 	Stephen G. De May
		 		 		 	Vice President and Treasurer
				
	 Executed, sealed and delivered by CAROLINA POWER & LIGHT COMPANY
 d/b/a PROGRESS ENERGY CAROLINAS, INC. by Stephen G. De May, one of its Vice Presidents, and attested by Robert T. Lucas III, one of its Assistant Secretaries, in the presence of:
	 		 		 	
			
		 		 	ATTEST:
			
		 		 	 /s/ Robert T. Lucas III

		 		 	Robert T. Lucas III
		 		 	Assistant Secretary
				
	 /s/ Delcia S. Dunlap
	 		 		 	
	Delcia S. Dunlap	 		 		 	
				
	 /s/ Jacqueline Williams
	 		 		 	
	Jacqueline Williams	 		 		 	

 [COMPANY’S SIGNATURE PAGE] 

[EIGHTIETH SUPPLEMENTAL INDENTURE DATED AS OF
MARCH 1, 2013 
 TO THE CAROLINA POWER &
LIGHT COMPANY MORTGAGE AND DEED OF TRUST 
 DATED AS OF MAY 1, 1940] 








							
		 		 	 THE BANK OF NEW YORK MELLON,

  as Trustee

				
		 		 	By:	 	 /s/ Laurence J. O’Brien

		 		 		 	Laurence J. O’Brien
		 		 		 	Vice President
			
	 Executed, sealed and delivered
 by THE BANK OF NEW YORK
 MELLON, as Trustee, by Laurence J. O’Brien,

one of its Vice Presidents,
 and attested by
Latoya S. Elvin,
 one of its Vice Presidents, in the
 presence of:
	 		 	ATTEST:
			
		 		 	 /s/ Latoya S. Elvin

		 		 	Latoya S. Elvin
		 		 	Vice President
				
	 /s/ Christopher J. Ryan
	 		 		 	
	Christopher J. Ryan	 		 		 	
				
	 /s/ Thomas Hacker
	 		 		 	
	Thomas Hacker	 		 		 	
			
		 		 	 /s/ Tina D. Gonzalez

		 		 	TINA D. GONZALEZ, as Trustee
				
	Executed, sealed and delivered by TINA D. GONZALEZ, as Trustee, in the presence of:	 		 		 	
				
	 /s/ Geraldine Creswell
	 		 		 	
	Geraldine Creswell	 		 		 	
				
	 /s/ Christie Leppert
	 		 		 	
	Christie Leppert	 		 		 	

 [TRUSTEES’ SIGNATURE PAGE] 
 [EIGHTIETH SUPPLEMENTAL INDENTURE DATED AS OF MARCH 1, 2013 
 TO THE CAROLINA
POWER & LIGHT COMPANY MORTGAGE AND DEED OF TRUST 
 DATED AS OF MAY 1, 1940] 








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

 This 12th day of March, A.D. 2013, personally came before me, Jennie M. Raine, a Notary Public, STEPHEN
G. DE MAY, who, being by me duly sworn, acknowledged before me that he is Vice President and Treasurer 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 in behalf of said corporation by its authority duly given. And the said STEPHEN G. DE MAY acknowledged the said writing to be the act and deed of said
corporation. 
 On the 12th day of March, in the year of 2013, before me personally came STEPHEN G. DE MAY, to me known, who,
being by me duly sworn, did depose and say that he resides at 2023 Queens Road W, Charlotte, NC 28207-2707; that he is Vice President and Treasurer 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. 
  

	
	 /s/ Jennie M. Raine

	Jennie M. Raine
	NOTARY PUBLIC, State of North Carolina
	Mecklenburg County
	My Commission Expires: August 12, 2016


  

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

 This 12th day March, A.D. 2013, personally came before me, Jennie M. Raine, a Notary Public, ROBERT T.
LUCAS III, who, being by me duly sworn, acknowledged before me that he is the Assistant Secretary 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 on behalf of said corporation by its authority duly given. 
 On the 12th day of March, in the year of 2013, before me personally came ROBERT T. LUCAS III, to me known, who, being by me duly sworn, did depose and say that he resides at 1650 Myers Park Drive,
Charlotte, NC 28207; that he is the Assistant Secretary 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 and attested his name thereto by the authority of the Board of Directors
of said corporation. 
  

	
	 /s/ Jennie M. Raine

	Jennie M. Raine
	NOTARY PUBLIC, State of North Carolina
	Mecklenburg County
	My Commission Expires: August 12, 2016










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

 On March 8, 2013 before me, the undersigned, personally appeared LAURENCE J. O’BRIEN,
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 signed the same in his capacity as a Vice President of THE BANK OF NEW
YORK MELLON, a New York banking corporation, as Trustee, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, signed the instrument. 

I, Danny Lee, a Notary Public of the State of New York, certify that LAURENCE J. O’BRIEN personally came before me this day and
acknowledged that he is a Vice President of THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee, and that he, as Vice President, being authorized to do so, signed the foregoing on behalf of the corporation. 

Witness my hand and official seal, this the 8th day of March 2013. 

 

	
	 /s/ Danny Lee

	Danny Lee
	Notary Public, State of New York
	No. 01LE6161129
	Qualified in New York County
	Commission Expires February 20, 2015


  

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

 On March 8, 2013 before me, the undersigned, personally appeared LATOYA S. ELVIN, 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 she signed and attested the same in her capacity as a Vice President of THE BANK OF NEW
YORK MELLON, a New York banking corporation, as Trustee, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, signed and attested the instrument. 

I, Danny Lee, a Notary Public of the State of New York, certify that LATOYA S. ELVIN personally came before me this day and acknowledged
that she is a Vice President of THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee, and that she, as Vice President, being authorized to do so, signed and attested the foregoing on behalf of the corporation. 

Witness my hand and official seal, this the 8th day of March 2013. 

 

	
	 /s/ Danny Lee

	Danny Lee
	Notary Public, State of New York
	No. 01LE6161129
	Qualified in New York County
	Commission Expires February 20, 2015










					
	STATE OF FLORIDA	  	)	 	
		  	)	 	SS.:
	COUNTY OF DUVAL	  	)	 	

 On March 7, 2013 before me, the undersigned, personally appeared TINA D. GONZALEZ, 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 she executed the same in her capacity as successor Individual Trustee, and that by her
signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. 

I, Lillie C. Mariano, a Notary Public of the State of Florida, do hereby certify that TINA D. GONZALEZ, 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 7th of March 2013. 
  

	
	 /s/ Lillie C. Mariano

	Lillie C. Mariano
	Notary Public, State of Florida
	No. EE848169
	Commission Expires: October 31, 2016









 THIS SECURITY IS A NINETY-FIRST SERIES GLOBAL BOND WITHIN THE MEANING OF THE MORTGAGE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE MORTGAGE. 
 UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO CAROLINA POWER & LIGHT COMPANY D/B/A PROGRESS ENERGY CAROLINAS, INC. OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 THIS FIRST MORTGAGE BOND, 4.10% SERIES DUE 2043 MAY, UNDER CONDITIONS PROVIDED IN THE MORTGAGE, BE EXCHANGED FOR FIRST MORTGAGE BONDS, 4.10%
SERIES DUE 2043 IN THE FORM OF DEFINITIVE CERTIFICATES OF LIKE TENOR AND OF AN EQUAL AGGREGATE PRINCIPAL AMOUNT, IN AUTHORIZED DENOMINATIONS, REGISTERED IN THE NAMES OF SUCH PERSONS AS THE DEPOSITARY SHALL INSTRUCT THE CORPORATE TRUSTEE. ANY SUCH
EXCHANGE SHALL BE MADE UPON RECEIPT BY THE CORPORATE TRUSTEE OF A REQUEST BY CAROLINA POWER & LIGHT COMPANY D/B/A PROGRESS ENERGY CAROLINAS, INC. THEREFOR AND A WRITTEN INSTRUCTION FROM THE DEPOSITARY SETTING FORTH THE NAME OR NAMES IN
WHICH THE CORPORATE TRUSTEE IS TO REGISTER SUCH FIRST MORTGAGE BONDS, 4.10% SERIES DUE 2043 IN THE FORM OF DEFINITIVE CERTIFICATES. 
  

			
	REGISTERED BOND	  	CUSIP:    144141DD7

 CAROLINA POWER & LIGHT COMPANY 

d/b/a PROGRESS ENERGY CAROLINAS, INC. 
 First Mortgage Bond, 
 4.10% Series due 2043 

 

			
	No.    	  	$            

  







 CAROLINA POWER & LIGHT COMPANY d/b/a PROGRESS ENERGY CAROLINAS, INC., a corporation
of the State of North Carolina (the “Company”), for value received, hereby promises to pay to 
 or registered assigns, at the
office or agency of the Company in the Borough of Manhattan, The City of New York, 
 DOLLARS
($        ) 
 on March 15, 2043, 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, and to pay to the registered owner hereof interest thereon from March 12, 2013, if the date of this bond is on or prior to September 15, 2013, or, if the date of this bond
is after September 15, 2013, from the March 15 or September 15 next preceding the date of this bond, at the rate of 4.10% per annum (with interest on overdue principal and overdue installments of interest payable in accordance
with the terms of the Mortgage (as hereinafter defined)) in like coin or currency semi-annually at said office or agency, on March 15 and September 15 in each year until the principal of this bond shall have become due and payable (each an
“Interest Payment Date”). If the date of this bond is on or prior to September 15, 2013, such payments shall commence on September 15, 2013. 
 Any interest on this bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name this bond (or one or more predecessor bonds)
is registered at the close of business on the tenth calendar day next preceding such Interest Payment Date (i.e., March 5 and September 5, respectively) (each a “Regular Record Date”), provided, however, that so
long as this bond is registered in the name of The Depository Trust Company, a New York corporation, its nominee or a successor depositary, the Regular Record Date shall be the close of business on the business day (as defined in the Eightieth
Supplemental Indenture mentioned below) immediately preceding such Interest Payment Date. 
 Any interest on this bond which is
payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered holder on the relevant Regular Record Date solely by virtue of such holder having been such holder; and such
interest, together with any interest thereon as provided in the Mortgage (collectively, “Defaulted Interest”), may be paid by the Company, at its election in each case, as provided in Subsection A or B below: 

A. The Company may elect to make payment of any Defaulted Interest on the bonds of this series (as defined below) to the
persons in whose names such bonds (or their respective predecessor bonds) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner (a “Special
Record Date”). The Company shall notify the Corporate Trustee referred to below in writing of the amount of Defaulted Interest proposed to be paid on each bond and the date of the proposed payment (which date shall be such as will enable
the Corporate Trustee to comply with the next two sentences hereof), and at the same time the 

  
 2 








 
Company shall deposit with the Corporate Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Corporate Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided and not to be deemed
otherwise part of the trust estate or trust moneys. Thereupon the Corporate Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Corporate Trustee of the notice of the proposed payment. The Corporate Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each holder of a bond of this series at such holder’s address as it appears in the
bond register not less than 10 days prior to such Special Record Date. The Corporate Trustee may, in its discretion in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper approved by the
Company in each place of payment of the bonds of this series, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the bonds of this series (or their respective predecessor bonds) are registered on such Special Record Date and shall no longer be
payable pursuant to the following Subsection B. 
 B. The Company may make payment of any Defaulted Interest on
the bonds of this series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the Company
to the Corporate Trustee of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Corporate Trustee. 
 Subject to the foregoing, each bond of this series delivered under the Mortgage hereinafter mentioned upon transfer of or in exchange for or in lieu of any other bond of this series shall carry all the
rights to interest accrued and unpaid, and to accrue, which were carried by such other bond. 
 This bond is one of an issue of
bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 4.10% Series due 2043 (the “bonds of this series”), all bonds of all series issued and to be issued under and equally secured (except
in so far as any sinking fund or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (together with
any indenture supplemental thereto, including the Eightieth Supplemental Indenture, dated as of March 1, 2013, the “Mortgage”), dated as of May 1, 1940, executed by the Company to The Bank of New York Mellon (formerly
Irving Trust Company), as Corporate Trustee, and Tina D. Gonzalez (successor to Frederick G. Herbst), as 

  
 3 








 
Individual Trustee. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of
the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company
and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by
affirmative vote of the holders of at least 66 2/3% in principal amount of the bonds then outstanding under the Mortgage and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected, then also by
affirmative vote of the holders of at least 66 2/3% in principal amount of the bonds then outstanding of each series of bonds so to be affected (excluding in any case bonds disqualified from voting by reason of the Company’s interest therein as
provided in the Mortgage); provided that, without the consent of the holder hereof, no such modification or alteration, among other things, shall impair or affect the right of the holder to receive payment of the principal of and interest on this
bond, on or after the respective due dates expressed herein, or permit the creation of any lien equal or prior to the lien of the Mortgage or deprive the holder of a lien on the mortgaged and pledged property. 

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and
at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided. 
 This bond is
transferable as prescribed in the Mortgage by the registered owner hereof in person, 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 surrender and cancellation of
this bond, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and
treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. 
 In the manner prescribed in the Mortgage, any bonds of this 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. 
 At any time
on or after September 15, 2042, the bonds of this series shall be redeemable at the option of the Company, in whole or in part and from time to time, prior to maturity, upon notice as provided in the Mortgage (given by mail not less than 30
days and not more than 90 days prior to the date fixed for redemption), at a redemption price equal to 100% of the principal amount of the bonds then outstanding to be redeemed, plus in each case accrued interest on such principal amount to such
date fixed for redemption. At any time prior to September 15, 2042, the bonds of this series shall be redeemable at the option of the Company, in whole or in part and from time to time, upon notice as provided in the Mortgage (given by mail not
less than 30 days and not more than 90 days prior to the date fixed for redemption (together with the date fixed for redemption referred to in the preceding sentence, each a “Redemption Date”)), at a redemption


  
 4 








 
price (together with the redemption price referred to in the preceding sentence, each a “Redemption Price”) equal to the greater of (i) 100% of the principal amount of the
bonds then outstanding to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such bonds from the Redemption Date to the maturity date, computed by discounting such payments, in
each case, to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Eightieth Supplemental Indenture mentioned above) plus 15 basis points, plus in either case
accrued but unpaid interest on such principal amount to the Redemption Date. On and after any Redemption Date, if sufficient cash shall have been deposited with Corporate Trustee (and/or if the Company has irrevocably directed the Corporate Trustee
to apply, from moneys held by it available to be used for the redemption of bonds, sufficient cash) to redeem all of the bonds of this series called for redemption, interest on the bonds of this series, or the portions of them so called for
redemption, shall cease to accrue. Reference is made to said Eightieth Supplemental Indenture for the full terms of the redemption provisions applicable to the bonds of this series. 

No recourse shall be had for the payment of the principal or any Redemption Price of or interest on this bond against any incorporator or
any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation,
under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of the Mortgage. 
 This bond shall not become
obligatory until The Bank of New York Mellon (formerly Irving Trust Company), the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. 

[Signature Page Follows] 

  
 5 








 IN WITNESS WHEREOF, CAROLINA POWER & LIGHT COMPANY d/b/a PROGRESS ENERGY CAROLINAS,
INC. has caused this bond to be signed in its corporate name with the manual or facsimile signature of its President or one of its Vice Presidents and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its
Assistant Secretaries. 
  

							
		 		 	CAROLINA POWER & LIGHT COMPANY
		 		 	d/b/a PROGRESS ENERGY CAROLINAS, INC.
				
	DATED:	 		 		 	
				
		 		 	By:	 	  

				
	ATTEST:	 		 		 	
				
	  
	 		 		 	








 CORPORATE TRUSTEE’S CERTIFICATE 

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage. 

 

							
		 		 	 THE BANK OF NEW YORK MELLON,
 Corporate Trustee

				
		 		 	By:	 	  

		 		 		 	Authorized Officer