0001094093-06-000194 Sample Contracts

CREDIT AGREEMENT Dated as of May 3, 2006 Among PROGRESS ENERGY, INC. (Borrower) and THE BANKS LISTED ON THE SIGNATURE PAGES HEREOF (Banks) and CITIBANK, N.A. (Administrative Agent) and SUNTRUST BANK (Issuing Bank)
Credit Agreement • May 9th, 2006 • Carolina Power & Light Co • Electric services • New York

This CREDIT AGREEMENT (this “Agreement”) is made by PROGRESS ENERGY, INC., a North Carolina corporation (the “Borrower”), the banks listed on the signature pages hereof (the “Banks”), CITIBANK, N.A. (“Citibank”), as administrative agent (the “Administrative Agent”) for the Lenders (as hereinafter defined) and SUNTRUST BANK, as the initial Issuing Bank.

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AMENDMENT Dated as of May 3, 2006
Credit Agreement Amendment • May 9th, 2006 • Carolina Power & Light Co • Electric services • New York

Reference is made to the Credit Agreement, dated as of March 28, 2005 (the “Credit Agreement”), among Carolina Power & Light Company d/b/a Progress Energy Carolinas, Inc. (the “Company”), the Lenders and Wachovia Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement. The Company has requested, and the Lenders have agreed, that the Credit Agreement be amended as provided below.

BENEFITS AGREEMENT
Benefits Agreement • May 9th, 2006 • Carolina Power & Light Co • Electric services

BENEFITS AGREEMENT (“Agreement”), dated as of May 12, 2006 between Carolina Power and Light, a North Carolina corporation headquartered in Raleigh, North Carolina (the “Company”) its successors or assigns and Don K. Davis (“Davis”).

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