AMENDMENT AND RESTATEMENT
AMENDMENT AND RESTATEMENT, dated as of July 30, 2003 (this "Amendment and Restatement"), to
that certain 364-DAY REVOLVING CREDIT AGREEMENT, dated as of July 31, 2002, (the "Existing
Agreement"; and as amended by this Amendment and Restatement, the "Amended and Restated Agreement"),
among Carolina Power & Light Company (d/b/a/ Progress Energy Carolinas, Inc., the "Company"), certain
Lenders named therein (the "Lenders") and Citibank, N.A., as Administrative Agent (the "Administrative Agent").
The Company, the Lenders and the Administrative Agent previously entered into the Existing Agreement. The
parties hereto now wish to amend the Existing Agreement in its entirety to read as set forth in the Existing
Agreement with the amendments set forth below. The parties therefore agree as follows (capitalized terms used
but not defined herein having the meanings assigned to such terms in the Existing Agreement):
SECTION 1. Amendment to Existing Agreement. Effective as of the date of the Termination Date (as defined in
the Existing Agreement without giving effect to this Amendment and Restatement, the "Current Termination
Date")) and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Existing
Agreement is hereby amended as follows:
(a) By adding the following new definition in the appropriate alphabetical order:
"Borrowing" means a borrowing consisting of Advances of the same Type made on the same day by each of the
Lenders pursuant to Section 2.01 or Converted pursuant to Section 2.09 or Section 2.10.
(b) By deleting the definition of "Revolving Period" in Section 1.01 thereof in its entirety and substituting the
"Revolving Period" means the period beginning on the date hereof and ending on July 28, 2004, or, as to any
Lender other than any Declining Lender, such later date as to which the Lenders may from time to time agree
pursuant to Section 2.16.