Common use of NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH Clause in Contracts

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure the payment of the principal of, premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar paid to the Company by the Trustee and pursuant to Section 14.01 of the Indenture, the Company does hereby grant, bargain, sell, release, convey, quitclaim, assign, transfer, mortgage, pledge, set over and confirm unto the Trustee, and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or in which a security interest has been granted by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property hereafter acquired by the Company, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof (including, but not limited to the Lien of any Prior Mortgage), it being understood that with respect to any of such property which is now or hereafter becomes subject to the Lien of any Prior Mortgage, the Lien of the Indenture shall at all times be junior and subordinate to the Lien of such Prior Mortgage;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure That the payment of the principal ofCompany, premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents dxxx xxxxx, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Sixty-First Supplemental Indenture and situated in the State of Florida (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure the payment of the principal ofThat Florida Power Corporation d/b/a Progress Energy Florida, premiumInc., if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Forty-Seventh Supplemental Indenture and situated in the State of Florida, including without limitation the property described on Exhibit B hereto (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure the payment of the principal ofThat Florida Power Corporation d/b/a Progress Energy Florida, premiumInc., if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Forty-Ninth Supplemental Indenture and situated in the State of Florida, including without limitation the property described on Exhibit B hereto (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure That the payment of the principal ofCompany, premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents xxxx xxxxx, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Sixtieth Supplemental Indenture and situated in the State of Florida (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure the payment of the principal ofThat Florida Power Corporation d/b/a Progress Energy Florida, premiumInc., if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto JPMorgan Chase Bank, N.A., as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company on the date of the execution of this Supplemental Indenture or which may be hereafter acquired by it, including (but not limited to) all property which it has acquired subsequent to the date of execution of the Forty-Fifth Supplemental Indenture and situated in the State of Florida, including without limitation the property described on Exhibit B hereto (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or intended or agreed to be so granted, together with any of the Supplemental Indentures 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 Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted) shall, subject to the provisions of Section 9.01 of the Original Indenture and to the extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances theretobelonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof. TO HAVE AND TO HOLD THE SAME unto JPMorgan Chase Bank, N.A., the Trustee Trustee, and its successors in the trust and its assigns forever, but IN TRUST NEVERTHELESS upon the terms and trusts set forth in the Indenture, for the benefit and security of those who shall hold the bonds and coupons issued and to be issued under the Indenture, without preference, priority or distinction as to lien of any of said bonds and coupons over any others thereof by reason or priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject, however, to the provisions of Sections 10.03 and 10.12 of the Original Indenture. SUBJECT, HOWEVER, to Permitted Liens the reservations, exceptions, conditions, limitations and restrictions contained in the several deeds, servitudes and contracts or other instruments through which the Company acquired, and/or claims title to Liens which have been granted and/or enjoys the use of the aforesaid properties; and subject also to encumbrances of the character defined in the Original Indenture as “excepted encumbrances” in so far as the same may attach to any of the property embraced herein. Without derogating from the security and priority presently afforded by the Indenture and by law for all of the bonds of the Company that have been, are being, and may in the future be, issued pursuant to other Persons prior the Indenture, for purposes of obtaining any additional benefits and security provided by Section 697.04 of the Florida Statutes, the following provisions of this paragraph shall be applicable. The Indenture also shall secure the payment of both principal and interest and premium, if any, on the bonds from time to time hereafter issued pursuant to the Indenture, according to their tenor and effect, and the performance and observance of all the provisions of the Indenture (including any indentures supplemental thereto and any modification or alteration thereof made as therein provided), whether the issuance of such bonds may be optional or mandatory, and for any purpose, within twenty (20) years from the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property hereafter acquired by the Company, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof (including, but not limited to the Lien of any Prior Mortgage), it being understood that with respect to any of such property which is now or hereafter becomes subject to the Lien of any Prior Mortgage, the Lien of the Indenture shall at all times be junior and subordinate to the Lien of such Prior Mortgage;Supplemental

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure That the payment of the principal ofCompany, premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Fifty-Second Supplemental Indenture and situated in the State of Florida, including without limitation the property described on Exhibit B hereto (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure That the payment of the principal ofCompany, premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Fifty-Fifth Supplemental Indenture and situated in the State of Florida (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure That the payment of the principal ofCompany, premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Fifty-Sixth Supplemental Indenture and situated in the State of Florida (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure That the payment of the principal ofCompany, premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Fifty-Third Supplemental Indenture and situated in the State of Florida (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure That the payment of the principal ofCompany, premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Fifty-Fourth Supplemental Indenture and situated in the State of Florida (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT That Southern Indiana Gas and Electric Company, in consideration of the premises and of one dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and of the purchase and acceptance of the bonds issued or to be issued hereunder by the holders or registered owners thereof, and in order to secure the payment of the principal ofprincipal, premium, if any, and interest on of all Bonds bonds at any time issued and Outstanding outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, according to their tenor and in consideration effect, and the performance of all of the premises provisions hereof and of One Dollar paid to the Company said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, pledged, set over and confirmed and by the Trustee and pursuant to Section 14.01 of the Indenture, the Company does hereby these presents doth grant, bargain, sell, release, convey, quitclaim, assign, transfer, mortgage, pledge, set over and confirm unto the Bankers Trust Company, as Trustee, and to its successor or successors in trust said trust, and to its assignsand their assigns forever, to all the extent not already included properties of the Company located in the Mortgaged PropertyState of Indiana described in Schedule A (which is identified by the signature of an officer of each party hereto at the end thereof) hereto annexed and hereby made a part hereof and does hereby confirm that the Company will not cause or consent to a partition, all either voluntary or through legal proceedings, of the Company’s franchisesproperty, permitswhether herein described or heretofore or hereafter acquired, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, in which its ownership shall be as a tenant in common, except as permitted by and are as fully granted and conveyed by in conformity with the provisions of the Indenture and as fully embraced within particularly of Article X thereof. TOGETHER WITH all and singular the Lien of tenements, hereditaments and appurtenances belonging or in any wise appertaining to the Indenture as if such propertyaforesaid property or any party thereof, rights with the reversion and interests in property were now owned by the Company reversions, remainder and were specifically described herein remainders and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to (subject to the Lien and operation provisions of Article X of the Indenture any part Indenture), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right title interest and claim whatsoever, at law as well as in equity, which the Company now has or all of the Excepted Property upon such terms may hereafter acquire in and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms aforesaid property and provisions franchises and every part and parcel thereof. TO HAVE AND TO HOLD all such properties, rights real, personal and interests in property granted, bargained, sold, warranted, released, conveyed, assigned, transferredmixed, mortgaged, pledged, set over and confirmed pledged or in which a security interest has been granted conveyed by the Company in the Indenture as aforesaid, or intended or agreed so to be so granted, together with all the appurtenances theretobe, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property hereafter acquired by the Company, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof (including, but not limited to the Lien of any Prior Mortgage), it being understood that with respect to any of such property which is now or hereafter becomes subject to the Lien of any Prior Mortgage, the Lien of the Indenture shall at all times be junior and subordinate to the Lien of such Prior Mortgage;.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure That the payment of the principal ofCompany, premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Fifty-Seventh Supplemental Indenture and situated in the State of Florida (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure the payment of the principal ofThat Florida Power Corporation d/b/a Progress Energy Florida, premiumInc., if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Fiftieth Supplemental Indenture and situated in the State of Florida, including without limitation the property described on Exhibit B hereto (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure the payment of the principal ofThat Florida Power Corporation d/b/a Progress Energy Florida, premiumInc., if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto JPMorgan Chase Bank, N.A., as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company on the date of the execution of this Supplemental Indenture or which may be hereafter acquired by it, including (but not limited to) all property which it has acquired subsequent to the date of execution of the Forty-Fourth Supplemental Indenture and situated in the State of Florida, including without limitation the property described on Exhibit B hereto (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or intended any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any kind or agreed nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted) shall, subject to the provisions of Section 9.01 of the Original Indenture and to the extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof. TO HAVE AND TO HOLD THE SAME unto JPMorgan Chase Bank, N.A., the Trustee, and its successors in the trust and its assigns forever, but IN TRUST NEVERTHELESS upon the terms and trusts set forth in the Indenture, for the benefit and security of those who shall hold the bonds and coupons issued and to be issued under the Indenture, without preference, priority or distinction as to lien of any of said bonds and coupons over any others thereof by reason or priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject, however, to the provisions of Sections 10.03 and 10.12 of the Original Indenture. SUBJECT, HOWEVER, to the reservations, exceptions, conditions, limitations and restrictions contained in the several deeds, servitudes and contracts or other instruments through which the Company acquired, and/or claims title to and/or enjoys the use of the aforesaid properties; and subject also to encumbrances of the character defined in the Original Indenture as “excepted encumbrances” in so grantedfar as the same may attach to any of the property embraced herein. Without derogating from the security and priority presently afforded by the Indenture and by law for all of the bonds of the Company that have been, together with are being, and may in the future be, issued pursuant to the Indenture, for purposes of obtaining any additional benefits and security provided by Section 697.04 of the Florida Statutes, the following provisions of this paragraph shall be applicable. The Indenture also shall secure the payment of both principal and interest and premium, if any, on the bonds from time to time hereafter issued pursuant to the Indenture, according to their tenor and effect, and the performance and observance of all the appurtenances theretoprovisions of the Indenture (including any indentures supplemental thereto and any modification or alteration thereof made as therein provided), unto whether the issuance of such bonds may be optional or mandatory, and for any purpose, within twenty (20) years from the date of this Supplemental Indenture. The total amount of indebtedness secured by the Indenture may decrease or increase from time to time, but the total unpaid balance so secured at any one time shall not exceed the maximum principal amount of $3,000,000,000.00, plus interest and premium, if any, as well as any disbursements made for the payment of taxes, levies or insurance on the property encumbered by the Indenture, with interest on those disbursements, plus any increase in the principal balance as the result of negative amortization or deferred interest. For purposes of Section 697.04 of the Florida Statutes, the Original Indenture, as well as all of the indentures supplemental thereto that have been executed prior to the date of this Supplemental Indenture, are incorporated herein by this reference with the same effect as if they had been set forth in full herein. And, upon the consideration hereinbefore set forth, the Company does hereby covenant and agree to and with the Trustee and its successors in trust under the Indenture for the benefit of those who shall hold bonds and assigns forever, SUBJECT, HOWEVER, to Permitted Liens coupons issued and to Liens which have been granted by be issued under the Company to other Persons prior to the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property hereafter acquired by the Company, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof (including, but not limited to the Lien of any Prior Mortgage), it being understood that with respect to any of such property which is now or hereafter becomes subject to the Lien of any Prior Mortgage, the Lien of the Indenture shall at all times be junior and subordinate to the Lien of such Prior Mortgage;follows: ARTICLE I

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure That the payment of the principal ofCompany, premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents dxxx xxxxx, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Fifty-Ninth Supplemental Indenture and situated in the State of Florida (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH. THAT to secure the payment of the principal ofThat Florida Power Corporation d/b/a Progress Energy Florida, premiumInc., if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of the Indenture, and in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid to the Company by the Trustee at or before the ensealing and pursuant delivery of these presents, the receipt whereof is hereby acknowledged, and in order to Section 14.01 secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, the Company according to their tenor and effect, does hereby confirm the grant, bargainsale, sellresale, releaseconveyance, convey, quitclaim, assignassignment, transfer, mortgage, pledge, set over mortgage and confirm unto pledge of the Trusteeproperty described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, all of the Company’s franchises, permits, licenses, easements and rights of way that were owned by CIPS immediately prior to the Effective Time and are transferable and necessary for the operation and maintenance of the Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set for in such supplemental indenture or indentures; together with all other property of whatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any of the terms and provisions thereof. TO HAVE AND TO HOLD all such properties, rights and interests in property hath granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in which a security interest has been granted the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to on the date of the execution and delivery of this Supplemental Indenture, and subject also, as to any property Indenture or which may be hereafter acquired by the Companyit, to vendors’ Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof including (including, but not limited to) all property which it has acquired subsequent to the Lien date of execution of the Forty-Eighth Supplemental Indenture and situated in the State of Florida, including without limitation the property described on Exhibit B hereto (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), 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 use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any Prior Mortgage)kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, it being understood or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that with respect to all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of such property which is now or hereafter becomes the Supplemental Indentures expressly excepted) shall, subject to the Lien provisions of any Prior Mortgage, the Lien Section 9.01 of the Original Indenture shall at all times be junior and subordinate to the Lien extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of such Prior Mortgage;Section 9.01 of the Original Indenture) 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 mortgaged property and every part and parcel thereof.