AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
CP&L ENERGY, INC.
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
CP&L ENERGY, INC.
ARTICLE I
NAME
The name of the corporation is CP&L Energy, Inc. (the "Corporation")
ARTICLE II
REGISTERED OFFICE AND AGENT
The street and mailing address of the registered office and the name and mailing address of the registered agent of
the Corporation in the State of North Carolina is:
William D. Johnson
c/o Carolina Power & Light Company 411 Fayetteville Street Raleigh, Wake County, North Carolina 27601
ARTICLE III
PURPOSES
The purposes for which the Corporation is formed are to conduct the business of a holding company as well as to
transact any or all other lawful business, not required to be specifically stated in these Articles of Incorporation,
for which corporations may be incorporated under the North Carolina Business Corporation Act, as amended
from time to time, and any legislation succeeding thereto (the "NCBCA").
All references herein to "Articles of Incorporation" shall mean these Amended and Restated Articles of
Incorporation, as subsequently amended or restated in accordance herewith and with the NCBCA.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares that the Corporation shall have authority to issue shall be 20,000,000 shares of
Preferred Stock, no par value per share (hereinafter called "Preferred Stock"), and 500,000,000 shares of
Common Stock, no par value per share (hereinafter called "Common Stock").
The following is a description of each of such classes of stock, and a statement of the preferences, limitations,
voting rights and relative rights in respect of the shares of each such class:
1. Authority to Fix Rights of Preferred Stock. The Board of Directors shall have authority, by resolution or
resolutions, at any time and from time to time to divide and establish any or all of the unissued shares of Preferred
Stock not then allocated to any series of Preferred Stock into one or more serie