EXHIBIT 3(i)

                               RESTATED CHARTER 
                                      OF 
                        CAROLINA POWER & LIGHT COMPANY

      The undersigned corporation, pursuant to action by its shareholders,
hereby executes this Restated Charter for the purpose of integrating into one
document its Articles of Incorporation, entitled Agreement of Merger of
Tidewater Power Company with and into Carolina Power & Light Company and all
amendments thereto:

      FIRST:  The name of the corporation is Carolina Power & Light Company
("Company").

      SECOND:  The location of the principal office of the Company in the
State of North Carolina shall be at Raleigh.

      THIRD:  The object or objects for which the Company is to exist are the
following, to wit:

            The object or objects of the Company and in aid thereof and in
      addition thereto the following object or objects the enumeration of
      which shall not limit or restrict or be held to limit or restrict in any
      manner the object or objects of the Company, namely:

            To acquire, buy, hold, own, sell, lease, exchange, dispose of,
      finance, deal in, construct, build, equip, improve, use, operate,
      maintain and work upon:

            (a)   Any and all kinds of plants and systems for the manufacture,
      storage, utilization, supply, transmission, distribution, or disposition
      of electricity, gas, water or steam, or power produced thereby, or of
      ice and refrigeration, of any and every kind, or telegraphs or
      telephones, or for the transmission of information, or any thereof;

            (b)   Any and all kinds of street railways (except railroads) and
      bus lines for the transportation of passengers and/or freight,
      transmission lines, systems, appliances, equipment and devices and
      tracks, stations, buildings and other structures and facilities;

            (c)   Any and all kinds of works, power plants, substations,
      systems, tracts, machinery, generators, motors, lamps, poles, pipes,
      wires, cables, conduits, apparatus, devices, supplies and articles of
      every kind pertaining to or in anywise connected with the construction,
      operation or maintenance of street railways (except railroads) and bus
      lines or in anywise connected with the manufacture, purchase, use,
      transmission, distribution, regulation, control or application of
      electricity, gas, light, heat, refrigeration, ice, water, power,
      telephones and telegraphs, or any other purposes;

            To acquire, buy, hold, own, sell, lease, exchange, dispose of,
distribute, deal in, use, produce, furnish and supply electricity, gas, light,
heat, refrigeration, ice, water and power and any other power or force in any
form and for any purpose whatsoever;

            To carry on the business of general brokers and dealers in stocks,
bonds, securities, mortgages and other choses in action, including the
acquisition thereof by original subscription; to make investments in such
property and to hold, manage, mortgage, pledge, sell, and dispose of the same
in like manner as individuals may do;

            To carry on in States and jurisdictions when and where permissible
by the laws of such States and jurisdictions, the business of constructing and
operating or aiding in the construction and operation of street railways,
telegraph and telephone companies, gas and electric companies.

            To acquire, organize, assemble, develop, build up and operate,
constructing and operating and other organizations and systems and to hire,
sell, lease, exchange, turn over, deliver and dispose of such organizations
and systems in whole or in part, and as going organizations and systems and
otherwise, and to enter into and perform contracts, agreements and
undertakings of any kind in connection with any or all of the foregoing
purposes;

            To do a general contracting business;

            To purchase, acquire, hold, own, develop and dispose of lands,
interests in and rights with respect to lands and waters and fixed and movable
property, franchises, concessions, consents, privileges and licenses in its
opinion useful or desirable for or in connection with the foregoing purposes;

            To underwrite, acquire by purchase, subscription or otherwise, and
to own, hold for investment or otherwise, and to use, sell, assign, transfer,
mortgage, pledge, exchange or otherwise dispose of real and personal property
of every sort and description and wheresoever situated, including shares of
stock, bonds, debentures, notes, scrip, warrants, securities, evidences of
indebtedness, contracts or obligations of any corporation or corporations,
association or associations, domestic or foreign, or of any firm or individual
of the United States or any state, territory or dependency of the United
States or any foreign country, or any municipality or local authority within
or without the United States, and also to issue in exchange therefor stocks,
bonds or other securities or evidences of indebtedness of the Company, and
while the owner or holder of any such property, to receive, collect and
dispose of the interest, dividends and income on or from such property and to
possess and exercise in respect thereto all of the rights, powers and
privileges of ownership, including all voting powers thereon;

            To aid in any manner any corporation or association, domestic or 
foreign, or any firm or individual, any shares of stock in which or any bonds,
debentures, notes, securities, evidences of indebtedness, contracts, or
obligations of which are held by or for the Company, directly or indirectly,
or in which, or in the welfare of which, the Company shall have any interest,
and to do any acts designed to protect, preserve, improve or enhance the value
of any property at any time held or controlled by the Company or in which it
may be at any time interested, directly or indirectly or through other
corporations or otherwise; and to organize or promote or facilitate the
organization of subsidiary companies.

            IN FURTHERANCE AND NOT IN LIMITATION of the general powers
conferred by the laws of the State of North Carolina and of the objects and
purposes hereinbefore stated, it is hereby expressly provided that the Company
shall also have the following powers, that is to say:

                  To do any or all things set forth to the same extent and as
      fully as natural persons might or could do, and in any part of the
      world, and as principal, agent, contractor or otherwise, and either
      alone or in conjunction with any other persons, firms, associations or
      corporations;

                  To borrow money, to issue bonds, promissory notes, bills of
      exchange, debentures and other obligations and evidences of
      indebtedness, whether secured by mortgage, pledge or otherwise, or
      unsecured, for money borrowed or in payment for property purchased or
      acquired or for any other lawful object; to mortgage or pledge all or
      any part of its properties, rights, interests and franchises, including
      any or all shares of stock, bonds, debentures, notes, scrip, warrants or
      other obligation or evidences of indebtedness at any time owned by it;

                  To guarantee the payment of dividends upon any capital stock
      and to endorse or otherwise guarantee the principal or interest, or
      both, of any bonds, debentures, notes, scrip or other obligations or
      evidences of indebtedness, or the performance of any contract or
      obligation, of any other corporation or association, domestic or
      foreign, or of any firm or individual in which the Company may have a
      lawful interest, in so far and to the extent that such guaranty may be
      permitted by law;

                  To purchase or otherwise acquire its own shares of stock (so
      far as may be permitted by law), and its bonds, debentures, notes,
      scrip, warrants or other securities or evidences of indebtedness, and to
      cancel or to hold, sell, transfer or reissue the same;

                  To do all and everything necessary or convenient for the
      accomplishment of the objects herein enumerated, and in general to carry
      on any lawful business, incidental, necessary or convenient to any of
      said objects but nothing herein contained is to be construed as
      authorizing the Company to carry on the business of railroads other than
      street railways, of banking or insurance or of building and loan
      associations.

                  Nothing herein shall be deemed to limit or exclude any
      power, right or privilege given to the Company by law or construed to
      give the Company any rights, powers or privileges not permitted by the
      laws of the State of North Carolina to corporations organized under the
      statutes of the State of North Carolina for the general purposes for
      which the Company is organized.

                  The foregoing clauses shall be construed as objects,
      purposes and powers and it is hereby expressly provided that the
      foregoing specific enumeration shall not be held to limit or restrict in
      any manner the powers of  the Company.

      FOURTH:  The total number of the authorized shares of the Company is
135,300,000 shares divided into 300,000 shares of $5 Preferred Stock
(hereinafter called "$5 Preferred Stock"), 20,000,000 shares of Serial
Preferred Stock (hereinafter called "Serial Preferred Stock"), 5,000,000
shares of Preferred Stock A (hereinafter called "Preferred Stock A"),
10,000,000 shares of Preference Stock, (hereinafter called "Preference
Stock"), and 100,000,000 shares of Common Stock, all without nominal or par
value.

      The preferences, limitations and relative rights of each said classes of
stock shall be as follows:

                       PREFERRED STOCKS AND COMMON STOCK

      (1)(a)  The Board of Directors is authorized to establish and issue at
any time and from time to time (i) one or more series of Serial Preferred
Stock which shall be of equal rank and identical in all respects except that
there may be variations between series in the following relative rights and
preferences:  Dividend rates, redemption prices and the terms and conditions
on which shares may be redeemed, sinking fund provisions for the redemption or
purchase of shares, amounts payable upon voluntary or involuntary liquidation,
and terms and conditions on which shares may converted, if shares are issued
with the privilege of conversion, and bearing such series' designations, all
as may be fixed by the Board of Directors and stated or expressed in the
resolution or resolutions establishing the respective series of such stock,
the authority for which is hereby expressly vested in the Board of Directors,
and (ii) one or more series of Preferred Stock A which shall be of equal rank
and identical in all respects except that there may be variations between
series in the following relative rights and preferences: dividend rates,
redemption prices and the terms and conditions on which shares may be
redeemed, sinking fund provisions for the redemption or purchase of shares,
the amounts payable upon voluntary or involuntary liquidation, and terms and
conditions on which shares may be converted, if shares are issued with the
privilege of conversion, and bearing such series' designations, all as may be
fixed by the Board of Directors and stated or expressed in the resolution or
resolutions establishing the respective series of stock, the authority for
which is hereby expressly vested in the Board of Directors.  So long as shares
of any series of Preferred Stock A shall be outstanding, no amendment or
modification of the terms thereof fixed by the resolution or resolutions of
the Board of Directors establishing any such series shall be made unless the
holders of record of not less than a majority of the number of shares of such
series then outstanding shall consent thereto in writing or by voting therefor
in person or by proxy at a meeting of such holders called for such purpose.

          (b)     The $5 Preferred Stock, the Serial Preferred Stock and the
Preferred Stock A are hereinafter sometimes referred to collectively as the
"Preferred Stocks," and the Serial Preferred Stock and the Preferred Stock A
are hereinafter sometimes referred to collectively as the "Serial Stocks."

      (2)(a)  The $5 Preferred Stock pari passu with the Serial Stocks shall
be entitled, in preference to the Preference Stock and the Common Stock, to
dividends at the rate of $5 per share per annum, and the Serial Stocks pari
passu with the $5 Preferred Stock shall be entitled, in preference to the
Preference Stock and the Common Stock, to dividends at the rate or rates as to
each series thereof fixed by resolution of the Board of Directors establishing
such series of Serial Stocks, payable as the Board of Directors may from time
to time determine.  Dividends on the $5 Preferred Stock shall be cumulative
from and after April 1, 1926, or in the case of $5 Preferred Stock issued
after April 1, 1926, from the date of issue of such $5 Preferred Stock unless
the Company shall have then established regular dividend periods with respect
to its said $5 Preferred Stock, in which event the dividends shall be
cumulative from the first day of the current dividend period within which such
$5 Preferred Stock shall be issued.  Dividends on each series of the Serial
Preferred Stock shall be cumulative from the first day of the current dividend
period within which such stock shall be issued and dividends on each share of
Preferred Stock A shall be cumulative from the date on which such share shall
originally have been issued and shall be payable quarterly on the first day of
the months of January, April, July and October.  When the stated dividends are
not paid in full on all shares of the Preferred Stock such shares shall share
pro rata in the payment of dividends including accumulations, if any, in
accordance with the sums which would be payable on such shares if all
dividends, including accumulations, if any, were paid in full.

          (b)  In any distribution of assets other than by dividends from
surplus or profits, the Preferred Stocks shall also have a preference over the
Preference Stock and the Common Stock, until there shall have been paid or set
apart for payment (i) on each share of the Preferred Stocks issued prior to
June 1, 1980, One Hundred Dollars ($100.00), and (ii) on each share of
Preferred Stock issued on or after June 1, 1980, the liquidation value thereof
fixed by resolution of the Board of Directors establishing such series of
Preferred Stock, plus in each case the amount, if any, by which dividends at
the rate or rates per annum fixed for such stock from and after the respective
dates on which dividends on such stock became cumulative to the date of such
distribution exceeds the dividends actually paid thereon or declared and set
apart for payment thereon.  If, in any distribution of assets, the assets
distributable shall be insufficient to permit payment to the holders of the
Preferred Stocks of the full amounts to which they are respectively entitled
as aforesaid, then such assets shall be distributed pro rata among the holders
of the Preferred Stocks in proportion to the sums which would be payable on
such distribution of assets if all such sums were paid in full.

          (c)  If and so long as any quarterly dividend on any of the
Preferred Stocks shall be in arrears, or if any voluntary or involuntary
liquidation of the Company shall have been commenced and the amount payable
with respect to any of the Preferred Stocks on such liquidation shall have not
been paid in full, or if at any time the Company shall not have made all
payments then or theretofore due under the terms of the sinking fund for the
purchase or redemption of any series of Preferred Stock A, the Company shall
not pay or declare any dividends on, or make any other distribution on, or
redeem, purchase or otherwise acquire for value (including, without
limitation, pursuant to any sinking fund therefor) any shares of, the Common
Stock, Preference Stock or any other class of stock of the company ranking
subordinate to the Preferred Stocks as to the payment of dividends or the
distribution of assets.

      (3)   The Preferred Stocks and the Preference Stock shall not receive
any dividends or shares in distribution in excess of the amounts herein
expressly provided, but after the payment of the dividends and/or shares in
distribution of assets to which the Preferred Stocks and the Preference Stock,
respectively, are entitled, in accordance with the provisions herein set
forth, the Common Stock, subject to the rights of any class of stock hereafter
authorized, shall receive all further dividends and shares in distribution.

      (4)   Each holder of the $5 Preferred Stock, Serial Preferred Stock
and/or Common Stock shall be entitled to one vote for each share of such stock
held by him.

      (5)   If and when dividends payable on any of the Preferred Stocks shall
be in default in an amount equivalent to four full quarterly payments or more
per share, and thereafter until all dividends on any of the Preferred Stocks
in default shall have been paid, the holders of all of the then outstanding
Preferred Stocks, voting as a class, shall be entitled to elect the smallest
number of directors necessary to constitute a majority of the full Board of
Directors, and the holders of the Common Stock, voting as a class, subject to
the rights of the holders of the Preference Stock, shall have the right to
elect the remaining directors of the company, anything herein or in the By-
laws to the contrary notwithstanding.  The terms of office, as directors, of
all persons who may be directors of the Company at the time shall terminate
upon the election of a majority of the Board of Directors by the holders of
the Preferred Stocks, except that, if the holders of the Common Stock shall
not have elected the remaining directors of the Company because of the lack of
a quorum consisting of a majority of the outstanding Common Stock, and subject
to the rights of the holders of the Preference Stock, then such remaining
directors shall be elected by those directors whose term of office is thus
terminated and who have not been elected by the holders of the Preferred
Stocks as a class; and, in that event, such elected directors shall hold
office for the interim period pending such time as a quorum shall be present
at a meeting of stockholders held for the election of directors by the Common
Stockholders as a class.

      (6)   If and when all dividends then in default on any of the Preferred
Stocks then outstanding shall be paid (and such dividends shall be declared
and paid out of any funds legally available therefor as soon as reasonably
practicable), the holders of the Preferred Stocks shall be divested of any
special right with respect to the election of directors, and the voting power
of the holders of the Preferred Stocks and the holders of the Common Stock
shall revert, subject to the rights of the holders of the Preference Stock, to
the status existing before the first dividend payment date on which dividends
on any of the Preferred Stocks were not paid in full; but always subject to
the same provisions for vesting such special rights in the holders of the
Preferred Stocks in case of further like default or defaults in dividends
thereon.  Upon the termination of any such special voting right, the terms of
office of all persons who may have been elected directors of the Company by
vote of the holders of the Preferred Stocks, as a class, pursuant to such
special voting right shall forthwith terminate, and the resulting vacancies
shall be filled by the vote of a majority of the remaining directors.

      (7)   In case of any vacancy in the office of a director occurring among
the directors elected by the holders of the Preferred Stocks, voting as a
class, the remaining directors elected by the holders of the Preferred Stocks,
by affirmative vote of a majority thereof or the remaining director so elected
if there be but one, may elect a successor or successors to hold office for
the unexpired term of the director or directors whose place or places shall be
vacant.  Likewise in case of any vacancy in the office of a director occurring
among the directors not elected by the holders of the Preferred Stocks,
subject to the provisions of subdivision (28) below, the remaining directors
not elected by the holders of the Preferred Stocks or the Preference Stock, by
affirmative vote of a majority thereof, or the remaining director so elected
if there be but one, may elect a successor or successors to hold office for
the unexpired term of the director or directors whose place or places shall be
vacant.

      (8)   Whenever the right shall have accrued to the holders of the
Preferred Stocks to elect directors, voting as a class, then upon request in
writing signed by any holder of Preferred Stocks entitled to vote, delivered
by registered mail or in person to the president, a vice-president or
secretary, it shall be the duty of such officer forthwith to cause notice to
be given to the shareholders entitled to vote of a meeting to be held at such
time as such officer may fix, not less than ten (10) nor more than sixty (60)
days after the receipt of such request, for the purpose of electing directors. 
At all meetings of stockholders held for the purpose of electing directors
during such time as the holders of the Preferred Stocks shall have the special
right, voting as a class, to elect directors, the presence in person or by
proxy of the holders of a majority of the outstanding Common Stock shall be
required to constitute a quorum of such class for the election of directors,
and the presence in person or by proxy of the holders of a majority of the
outstanding Preferred Stocks shall be required to constitute a quorum of such
class for the election of directors; provided, however, that the absence of a
quorum of the holders of stock of either such class shall not prevent the
election at any such meeting or adjournment thereof of directors by the other
such class if the necessary quorum of the holders of stock of such other class
is present in person or by proxy at such meeting or any adjournment thereof;
and provided further that in the event a quorum of the holders of the Common
Stock is present but a quorum of the holders of the Preferred Stocks is not
present, then the election of the directors elected by the holders of the
Common Stock shall not become effective and the directors so elected by the
holders of the Common Stock shall not assume their offices and duties until
the holders of the Preferred Stocks, with a quorum present, shall have elected
the directors they shall be entitled to elect; and provided further, however,
that in the absence of a quorum of the holders of stock of either class, a
majority of the holders of the stock of the class who are present in person or
by proxy shall have power to adjourn the election of the directors to be
elected by such class from time to time without notice other than announcement
at the meeting until the requisite number of holders of such class shall be
present in person or by proxy, but such adjournment shall not be made to a
date beyond the date for the mailing of notice of the next annual meeting of
the Company or special meeting in lieu thereof.

      (9)   Upon the affirmative vote of a majority of the shares of the
issued and outstanding Common Stock at any annual meeting or at any special
meeting called for the purpose, the $5 Preferred Stock may be redeemed in
whole or in part at any time at One Hundred Ten Dollars ($110) for each share
of the $5 Preferred Stock redeemed plus the amount, if any, by which Five
Dollars ($5) per annum upon such shares from the date after which dividends
thereon became cumulative to the date of redemption exceeds the dividends
actually paid thereon or declared and set apart for payment thereon from such
date to the date of redemption.  If, pursuant to such vote, less than all of
the shares of the $5 Preferred Stock are to be redeemed, the shares to be
redeemed shall be selected by lot, in such manner as the Board of Directors
shall determine, by an independent bank or trust company selected for that
purpose by the Board of Directors.

      (10)  Upon the vote of a majority of the full Board of Directors the
Company may redeem any series of the Serial Stocks in whole or in part at any
time at the redemption price or prices fixed for said series of Serial Stocks
by resolution or resolutions of the Board of Directors establishing said
series, plus, as to each share or shares so redeemed, the amount, if any, by
which the rate of dividends per annum fixed for such share or shares redeemed
from and after the date on which dividends thereon became cumulative to the
date of redemption exceeds the dividends actually paid thereon or declared and
set apart for payment thereon from such date to the date of redemption.  If,
pursuant to such vote, less than all of the shares of any series of the Serial
Preferred Stock are to be redeemed, the shares to be redeemed shall be
selected by lot, in such manner as the Board of Directors shall determine, by
an independent bank or trust company selected for that purpose by the Board of
Directors.  If, pursuant to such vote, less than all of the shares of any
series of the Preferred Stock A are to be redeemed, the shares to be redeemed
shall be selected pro rata or by lot as the Board of Directors may determine
in the resolution or resolutions establishing each series of Preferred Stock
A, or if not determined therein, in any resolution adopted thereafter.

      (11)  Notice of the intention of the Company to redeem any shares of the
Preferred Stocks shall be mailed thirty days before the date of redemption to
each holder of record of the shares to be redeemed, at his last known post
office address as shown by the records of the Company.  At any time after such
notice has been mailed as aforesaid the Company may deposit, or may cause its
nominee to deposit, the aggregate redemption price (or the portion thereof not
already paid in the redemption of shares so to be redeemed) with any bank or
trust company in the City of New York, a member of the Clearing House of the
City of New York, named in such notice, payable in amounts aforesaid to the
respective orders of the record holders of the shares so to be redeemed, on
endorsement and surrender of their certificates, and thereupon said holders
shall cease to be stockholders with respect to said shares and from and after
the making of such deposit said holders shall have no interest in or claim
against the Company or its nominee with respect to said shares, but shall be
entitled only to receive said moneys from said bank or trust company without
interest.  If the shares to be redeemed shall be shares of the $5 Preferred
Stock or any series of Serial Preferred Stock, and if such deposit shall be
made by the nominee of the Company as aforesaid, such nominee shall upon such
deposit become the owner of the shares with respect to which such deposit is
made and certificates of stock may be issued to such nominee in evidence of
such ownership.  The Company may require any shares of the $5 Preferred Stock
or any series of Serial Preferred Stock so called for redemption to be
delivered, duly assigned, to a nominee upon payment by such nominee to the
holder of said shares of all amounts payable on such redemption.  Any shares
of the $5 Preferred Stock or any series of Serial Preferred Stock delivered to
or acquired by the nominee of the Company under the provisions hereof shall be
converted into or exchanged for such other securities of the Company and on
such terms as on or before such delivery or acquisition may have been provided
by the Company in accordance with the next three paragraphs hereof.

      (12)  The Company from time to time may sell any of its own stocks,
acquired by it at such price as may be fixed by its Board of Directors or
Executive Committee; provided, however, that any shares of any series of
Preferred Stock A redeemed, purchased or otherwise acquired (including,
without limitation, pursuant to the sinking fund therefor) by the Company
shall be cancelled and shall not be reissued as shares of such series, but
shall be restored to the status of authorized but unissued shares of Preferred
Stock A.

      (13)  The Company, subject to the restrictions herein set forth, in
order to acquire funds with which to redeem any Preferred Stocks or Preference
Stock may issue and sell stock of any class then authorized but unissued,
bonds, notes, evidences of indebtedness, or other securities.

      (14)  The Board of Directors may at any time authorize the conversion or
exchange of the whole or any particular shares of the outstanding $5 Preferred
Stock or the Serial Preferred Stock, with the consent of the holder thereof,
into or for stock of any other class at the time of such consent then
authorized but unissued and may fix the terms and conditions upon which such
conversion or exchange may be made; provided that without the consent of the
holders of record of two-thirds of the shares of Common Stock outstanding
given at a meeting of the holders of the Common Stock called and held as
provided by the By-laws or given in writing without a meeting, the Board of
Directors shall not authorize the conversion or exchange of any $5 Preferred
Stock or any Serial Preferred Stock into or for Common Stock or authorize the
conversion or exchange of any $5 Preferred Stock or any Serial Preferred Stock
into or for Preferred Stock of any other class, if by such conversion or
exchange the amount which the holders of the shares of $5 Preferred Stock or
the Serial Preferred Stock so converted or exchanged would be entitled to
receive either as dividends or shares in distribution of assets in preference
to the Common Stock would be increased.

      (15)  No holder of any stock of the Company shall be entitled as of
right to purchase or subscribe for any part of any authorized stock of the
Company or of any additional stock of any class to be issued by reason of any
increase of the authorized Capital Stock of the Company or of any bonds,
certificates of indebtedness, debentures, or other securities convertible into
stock of the Company, but any authorized stock or any such additional
authorized issue of new stock or of securities convertible into stock may be
issued and disposed of by the Board of Directors to such persons, firms,
corporations or associations for such consideration and upon such terms and in
such manner as the Board of Directors may in their discretion determine
without offering any thereof, on the same terms or on any terms, to the
stockholders then of record or to any class of stockholders.

      (16)  A consolidation, merger or amalgamation of the Company with or
into any other corporation or corporations shall not be deemed a distribution
of assets of the Company within the meaning of any provision herein.

      (17)  No new class of stock shall hereafter be created or authorized
which is entitled to dividends or shares in distribution of assets on a parity
with or in priority to the $5 Preferred Stock nor shall there be created or
authorized any securities convertible into shares of any such stock, unless
the holders of record of not less than two-thirds of the number of shares of
the $5 Preferred Stock then outstanding shall consent thereto in writing or by
voting therefor in person or by proxy at the meeting of stockholders at which
the creation or authorizing of such new class of stock or such convertible
securities is considered; and provided further that no new class of stock
shall hereafter be created or authorized which is entitled to dividends or
shares in distribution of assets in priority to the Serial Stocks nor shall
there be created or authorized any securities convertible into shares of any
such stock, unless the holders of record of not less than two-thirds of the
number of shares then outstanding of each class of the Serial Stocks so
affected shall consent thereto in writing or by voting therefor in person or
by proxy at the meeting of stockholders at which the creation or authorizing
of such new class of stock or such convertible securities is considered.  Any
vote creating or authorizing a new class of stock may provide that all moneys
payable by the Company with respect to any class of stock thereby authorized
shall be paid in the money of any foreign country named therein or designated
by the Board of Directors, pursuant to authority therein granted, at a fixed
rate of exchange with the money of the United States of America therein stated
or provided for and all such payments shall be made accordingly.  Any such
vote may authorize any shares of any class then authorized but unissued to be
issued as shares of such new class or classes.

      (18)  So long as any shares of the Preferred Stocks are outstanding, the
Company shall not, without the consent (given by vote at a meeting held
pursuant to notice containing a statement of such purpose) of the holders of a
majority of the total number of shares of the Preferred Stocks considered as
one class, then outstanding:

            (a)   Increase the total authorized amount of any class of the
Preferred Stocks; or

            (b)  Merge or consolidate with or into any other corporation or
corporations, unless such merger or consolidation, or the exchange, issuance
or assumption of all securities to be issued or assumed in connection with any
such merger or consolidation, shall have been ordered, approved or permitted
by the Securities and Exchange Commission under the provisions of the Public
Utility Holding Company Act of 1935 or by any successor commission or other
regulatory authority of the United States of America having jurisdiction over
the exchange, issuance or assumption of securities in connection with such
merger similar to that conferred upon the Securities and Exchange Commission
by such Act; provided that the provisions of this clause (b) shall not apply
to a purchase or other acquisition by the Company of franchises or assets of
another corporation in any manner which does not involve a merger or
consolidation; or

            (c)   Issue shares of any of the Preferred Stocks or of any other
class of stock ranking prior to or on a parity with any of the Preferred
Stocks as to dividends or distributions, unless the net income of the company,
determined after provisions for depreciation and all taxes, and in accordance
with generally accepted accounting practices to be available for the payment
of dividends for a period of twelve (12) consecutive calendar months within
the fifteen (15) calendar months immediately preceding the issuance, sale or
disposition of such stock, is at least equal to twice the annual dividend
requirements on all outstanding shares of the Preferred Stocks and of all
other classes of stock ranking prior to, or on a parity with, any of the
Preferred Stocks as to dividends or distributions, including the shares
proposed to be issued, and unless the gross income of the Company for said
period, determined in accordance with generally accepted accounting practices
(but in any event after deducting the amount for said period charged by the
Company on its books to depreciation expense and all taxes) to be available
for the payment of interest, shall have been at least one and one-half times
the sum of (i) the annual interest charges on all interest bearing
indebtedness of the Company and (ii) the annual dividend requirements on all
outstanding shares of the Preferred Stocks and of all other classes of stock
ranking prior to, or on a parity with the Preferred Stocks as to dividends or
distributions, including the shares proposed to be issued.  There shall be
excluded from the foregoing computation, interest charges on all indebtedness
and dividends on all stock which are to be retired in connection with the
issue of such additional shares of stock.  Where such additional shares of
stock are to be issued in connection with the acquisition of new property, the
net earnings of the property to be so acquired may be included on a pro forma
basis in the foregoing computation, computed on the same basis as the net
earnings of the Company; or

            (d)   Issue shares of the Preferred Stocks, or of any other class
of stock ranking prior to or on a parity with any of the Preferred Stocks as
to the payment of dividends or the distribution of assets, unless the
aggregate of the capital of the Company applicable to the Common Stock and the
surplus of the Company shall be not less than the aggregate stated value of
the Preferred Stocks, and of any other class of stock ranking prior to or on a
parity with any of the Preferred Stocks as to the payment of dividends or the
distribution of assets, to be outstanding immediately after the proposed issue
of such additional Preferred Stocks, excluding from the foregoing computation
all indebtedness and stock which are to be retired in connection with the
issue of such additional shares of Preferred Stocks, or of any other class of
stock ranking prior to or on a parity with any of the Preferred Stocks as to
the payment of dividends or the distribution of assets, provided that no
portion of the surplus of the Company which shall be used to meet the
requirements of this paragraph (d) shall, after the issue of such additional
shares of Preferred Stocks, or of any other class of stock ranking prior to or
on a parity with any of the Preferred Stocks as to the payment of dividends or
the distribution of assets, and until such shares or a like number of other
shares of Preferred Stocks, or of any other class of stock ranking prior to or
on a parity with any of the Preferred Stocks as to the payment of dividends or
the distribution of assets, shall have been retired, be available for
dividends or other distribution upon the Common Stock.

      (19)  So long as any shares of Preferred Stocks are outstanding the
Company shall not pay any dividends (other than dividends on Common Stock
payable by the issuance of Common Stock) on, or make any distribution on, or
redeem, purchase or otherwise acquire for value, any of its Common Stock or
Preference Stock or other stock, if any, subordinate to such Preferred Stocks
as to the payment of dividends or the distribution of assets, if, after giving
effect to any such payment, distribution, redemption, purchase or other
acquisition, the aggregate amount of such dividends, distributions, purchases
and acquisitions paid or made subsequent to December 31, 1945, exceeds (a) 50%
of the aggregate of net income available for Common Stock subsequent to
December 31, 1945, if, at the end of the calendar month immediately preceding
the dividend declaration date, the Common Stock Equity is less than 20% of
total capitalization, including surplus, or (b) 75% of the aggregate of net
income available for Common Stock subsequent to December 31, 1945, if, at the
end of the calendar month immediately preceding the dividend declaration date,
the Common Stock Equity is less than 25% but at least 20% of total
capitalization, including surplus; provided that, when the Common Stock equity
shall have reached 25% of total capitalization, including surplus, all
restrictions on the payment of  dividends on the Common Stock, or the purchase
or acquisition of, or distributions on, the Common Stock, shall be, so long as
such ratio remains at 25% or above, eliminated; provided further that, after
once having reached such ratio of 25%, no dividends on or distributions,
purchases or acquisitions of Common Stock shall be paid or made, aggregating
an amount in excess of 75% of the current year's earnings otherwise available
for Common Stock, if, after such payment, distribution, purchase or
acquisition, the ratio of the Common Stock Equity to the total capitalization,
including surplus, will be less than 25% but not less than 20%; and provided
further that, after having once reached a ratio of 20%, no dividends on or
distributions, purchases or acquisitions of Common Stock shall be paid or
made, aggregating an amount in excess of 50% of the current year's earnings
otherwise available for Common Stock, if, after such payment, distribution,
purchase or acquisition, the ratio of the Common Stock Equity to the total
capitalization, including surplus, will be less than 20%.  As used in this
paragraph the term "Common Stock Equity" shall mean the aggregate of (a)
stated value of Common Stock of the Company (including proceeds from the sale
of issuance of Common Stock subsequent to December 31, 1945) and (b) surplus.

      (20)  The consideration received by the Company from the issuance and
sale of any additional shares of Common Stock without nominal or par value
shall be entered in its capital stock account and the provisions of this
paragraph shall not be changed unless the holders of record of not less than
two-thirds (2/3) of the number of shares of the Preferred Stocks then
outstanding, voting as a single class, and of not less than two-thirds of the
number of shares of Common Stock then outstanding, voting separately as a
class shall consent thereto in writing or by voting therefor in person or by
proxy at the meeting of stockholders at which any such change is considered.

                               PREFERENCE STOCK

      (21)  The Board of Directors is authorized to issue at any time and from
time to time one or more series of Preference Stock as hereinafter provided.

      (22)  To the extent that variations in the designations, preferences,
limitations and relative rights as between series of the Preference Stock are
not established, fixed and determined herein, authority is hereby expressly
vested in the Board of Directors to fix and determine the designations,
preferences, limitations and relative rights of the shares of any series of
such Preference Stock hereinafter established, including authority to fix any
one or more of the following:
            
            (a) The distinctive designations of such series and the number of
                shares which shall constitute such series; 

            (b)  The rate of dividend;

            (c)  The right of redemption, if any, and the price at and the
                 terms and conditions on which the shares may be redeemed;

            (d)  The amount payable upon shares in event of involuntary
                 liquidation;

            (e)  The amount payable upon shares in event of voluntary
                 liquidation;

            (f)  Sinking fund provisions, if any, for the redemption or
                 purchase of shares; and 

            (g)  The terms and conditions on which shares may be converted, if
                 the shares of any series are issued with the privilege of 
                 conversion.

      (23)  All shares of Preference Stock regardless of series shall be
identical with each other in all respects except as provided in subdivision
(22) above.

      (24)  The Preference Stock is subject to the prior rights and
preferences of the Preferred Stocks and all other classes of preferred stock
of equal rank therewith hereafter authorized.

      (25)  Subject to the prior rights and preferences of the Preferred
Stocks, the holders of Preference Stock of each series shall be entitled to
receive, out of any funds legally available for the purpose, when and as
declared by the Board of Directors, cumulative cash dividends thereon at such
rate per annum as fixed by resolution of the Board of Directors establishing
such series.  Dividends on the Preference Stock of each series shall be
payable quarterly on the first day of the months of January, April, July and
October in each year or otherwise as the Board of Directors may determine
prior to the issue thereof.  Dividends on Preference Stock of each series
shall be cumulative with respect to each share from such date, if any, as may
be fixed by resolution of the Board of Directors prior to the issue thereof
or, if no such date is established, from the date on which such shares shall
originally have been issued.  Accumulation of dividends shall not bear
interest.

      (26)  In the event of any partial or complete liquidation, dissolution
or winding up of the affairs of the Company, whether voluntary or involuntary,
before any distribution shall be made to the holders of any shares of Common
Stock, but subject to the prior rights and preferences of the Preferred
Stocks, the Preference Stock of each series shall be entitled, pari passu with
all stock of equal rank, to receive for each share thereof, out of any legally
available assets of the Company, the amount or amounts fixed therefor by
resolution of the Board of Directors establishing such series, plus, in each
case, an amount equal to all cumulated unpaid dividends thereon, whether or
not declared or earned, accrued to the date when payment of such preferential
amounts shall be made available to the holders of the Preference Stock; and
the Preference Stock shall be entitled to no further participation in such
distribution.
            
            If, upon any such liquidation, dissolution or winding up of the
affairs of the Company, the assets of the Company legally available for
distribution as aforesaid among the holders of the Preference Stock of all
series and all stock of equal rank shall be insufficient to permit the payment
to them of the full preferential amounts aforesaid, then the entire assets of
the Company so to be distributed shall be distributed ratably among the
holders of the Preference Stock of all series and of all stock of equal rank
in proportion to the full preferential amounts to which they are respectively
entitled.

            A consolidation or merger of the Company, or a sale or transfer of
all or substantially all of its assets as an entirety shall not be regarded as
a "liquidation, dissolution or winding up of the affairs of the Company"
within the meaning of this subdivision (26).

      (27)  The Company may, unless otherwise prohibited by any provisions of
the Company's Charter, as amended, or by any resolution adopted by the Board
of Directors providing for the issuance of any series of Preference Stock of
which there are shares then outstanding, at its option, expressed by
resolution of its Board of Directors, at any time redeem the whole or any part
of the Preference Stock or of any series thereof at the time outstanding, by
the payment in cash for each share of stock to be redeemed of the then
applicable redemption price or prices as shall be fixed by resolution of the
Board of Directors establishing such series, plus, in any such case, a sum of
money equivalent to all accrued and cumulated unpaid dividends, whether or not
declared or earned, thereon to the date fixed for redemption.

            Notice of any proposed redemption of shares of Preference Stock
shall be given by the Company by mailing a copy of such notice at least 30
days prior to the date fixed for such redemption to the holders of record of
the shares of Preference Stock to be redeemed, at their respective addresses
appearing on the books of the Company.  Said notice shall specify the shares
called for redemption, the redemption price and the place at which and the
date on which the shares called for redemption will, upon presentation and
surrender of the certificates of stock evidencing such shares, be redeemed and
the redemption price therefor paid.

            If less than all of the shares of any series of Preference Stock
then outstanding are to be redeemed, the shares to be redeemed shall be
selected by such method, either by lot or pro rata, as shall from time to time
be determined by resolution of the Board of Directors.

            From and after the date fixed in any such notice as the date of
redemption, unless default shall be made by the Company in providing moneys at
the time and place specified for the payment of the redemption price pursuant
to said notice, all dividends on the shares of Preference Stock thereby called
for redemption shall cease to accrue and all rights of the holders thereof as
stockholders of the Company except the right to receive the redemption price,
but without interest, shall cease and determine; provided, however, the
Company may, in the event of any such redemption, and prior to the redemption
date specified in the notice thereof, deposit in trust, for the account of the
holders of the shares of Preference Stock to be redeemed, with any bank or
trust company located in the City of Raleigh, North Carolina, or the City of
New York, New York, named in such notice and having a capital, surplus and
undivided profits aggregating at least $5,000,000, all funds necessary for
such redemption, and thereupon all shares of the Preference Stock with respect
to which such deposit shall have been made shall forthwith upon the making of
such deposit no longer be deemed to be outstanding and all rights of the
holders thereof with respect to such shares of Preference Stock shall
thereupon cease and terminate, except the right of such holders to receive
from the funds so deposited the amount payable upon the redemption thereof,
but without interest, or, if any right of conversion conferred upon such
shares shall not, by the terms thereof, previously have expired, to exercise
the right to conversion thereof on or before the redemption date specified in
such notice, unless such right of conversion by the terms thereof expires at
an earlier time, and then only on or before such earlier time for the
expiration of such right of conversion.  Any funds so set aside or deposited
which, because of the exercise of any right of conversion of shares called for
redemption, shall not be required for such redemption, shall be released or
repaid forthwith to the Company.  Any funds so set aside or deposited, which
shall be unclaimed at the end of six years from such redemption date, shall be
released or repaid to the Company upon its request expressed in a resolution
of its Board of Directors, and any depositary thereof shall thereby be
relieved of all responsibility in respect thereof, after which release or
repayment the holders of shares so called for redemption shall look only to
the Company for payment of the redemption price, but without interest.  Any
interest on funds so deposited which may be allowed by any bank or trust
company with which such deposit was made shall belong to the Company.

            If and so long as any quarterly dividend on any series of the
Preferred Stocks or the Preference Stock shall be in arrears, the Company
shall not redeem, purchase or otherwise acquire, by way of sinking fund
payments or otherwise, any Preference Stock.

            Whenever there shall be deposited or set aside the whole or any
part of the funds required to be deposited or set aside by the Company as a
sinking  fund for any series of Preference Stock there shall be also deposited
or set aside at the same time the full amount or the same proportionate part,
as the case may be, of the funds, if any, then due to be deposited or set
aside as sinking fund for each other series of Preference Stock then
outstanding.

            All shares of Preference Stock which shall have been redeemed,
converted, purchased or otherwise acquired by the Company shall be retired and
cancelled and shall have the status of authorized but unissued shares of
Preference Stock.

      (28)  Except as otherwise provided by law, the holders of the Preference
Stock shall not have any right to vote for the election of directors or for
any other purpose except as set forth below.

            In the event that at any time, or from time to time, when
dividends payable on any shares of Preference Stock shall be in default in an
amount equivalent to six quarterly dividends, or more, per share, and
thereafter until all dividends of Preference Stock in default shall have been
paid, the holders of the Preference Stock, voting as a single class separate
from the holders of all other classes of stock, shall be entitled to elect two
directors, subject to the prior rights of the holders of the Preferred Stocks. 
The terms of office, as directors, of all persons who may be directors of the
Company, except those directors, if any, elected by the holders of the
Preferred Stocks voting separately as a single class, shall terminate upon the
election of two directors by the holders of the Preference Stock.  Subject to
the prior rights of the Preferred Stocks and the Preference Stock, the holders
of the Common Stock, voting as a single class, shall have the right to elect
the remaining directors of the Company.  If the holders of the Common Stock
have not exercised their right to elect directors of the Company because of
the lack of a quorum consisting of a majority of the Common Stock, then the
said remaining directors shall be elected by the directors whose term of
office is thus terminated and who have not been elected by the holders of the
Preferred Stocks; and in that event, such elected directors shall hold office
for the interim period, pending such time as a quorum of the Common Stock
shall be present at a meeting held for the election of directors.

            If and when all dividends then in default on the Preference Stock,
then outstanding, shall be paid (and such dividends shall be declared and paid
out of any funds legally available therefor as soon as reasonably
practicable), the holders of the Preference Stock shall be divested of any
special right with respect to the election of directors, and the voting power
of the holders of the Preference Stock shall revert to the status existing
before the first dividend payment date on which dividends on any share of the
Preference Stock were not paid in full; but always subject to the same
provisions for vesting such special rights in the holders of the Preference
Stock in case of further like default or defaults on dividends thereon.  Upon
the termination of any such special voting right, the terms of office of all
persons who may have been elected directors of the Company by vote of the
holders of the Preference Stock as a class, pursuant to such special voting
right shall forthwith terminate, and the resulting vacancies shall be filled
by the vote of a majority of the remaining directors.

            In case of any vacancy in the office of a director occurring among
the directors elected by the holders of the Preference Stock voting as a
single class, separate from the holders of all other classes of stock, the
remaining director elected by the holders of the Preference Stock, may elect a
successor to hold office for the unexpired term of the director whose place
shall be vacant.  In the event of simultaneous vacancies among directors
elected by the holders of the Preference Stock, an election, pursuant to the
provisions of this subdivision (28) will be held.

      Whenever the right shall have accrued to the holders of the Preference
Stock to elect directors, voting as a single class, separate from the holders
of all other classes of stock, then upon request in writing signed by any
holder of the Preference Stock entitled to vote, delivered by registered mail
or in person to the president, a vice-resident or secretary of the Company, it
shall be the duty of such officer forthwith to cause notice to be given to the
shareholders entitled to vote at a meeting to be held at such time as such
officer may fix, not less than ten (10) nor more than sixty (60) days after
the receipt of such request, for the purpose of electing directors.  At all
meetings of shareholders held for the purpose of electing directors during
such time as the holders of the Preference Stock shall have the special right,
voting as single class, separate from the holders of all other classes of
stock to elect directors, the presence in person or by proxy of the holders of
a majority of the outstanding Preference Stock shall be required to constitute
a quorum of such class for election of directors, and the presence in person
or by proxy of the holders of a majority of all other classes of stock
outstanding at the time, and not entitled to such special right, shall be
required to constitute a quorum of such other classes for the election of
directors.

      (29)  So long as any shares of the Preference Stock shall remain
outstanding, no dividend (other than a dividend payable in shares of Common
Stock) shall be paid or declared, nor shall any distribution be made on Common
Stock and no Common Stock shall be redeemed, purchased, retired or otherwise
acquired either directly or indirectly, unless:

            (i)   All dividends on the Preference Stock of all series then
outstanding for all past quarterly dividend periods and for the current
quarterly dividend period shall have been paid or declared and a sum
sufficient for the payment thereof set apart; and

            (ii)  All sinking fund payments and all purchase fund payments or
other obligations of the Company for the periodic retirement of shares of
Preference Stock of all series then outstanding required to have been made or
performed by the Company shall have been made or performed.

      (30)  The affirmative approval of the holders of at least two-thirds
(2/3) of the Preference Stock at the time outstanding, voting as a class
without regard to series, shall be required for any amendment of the Company's
Charter altering materially any existing provision of the Preference Stock or
for the creation, or an increase in the authorized amount, of any class of
stock (other than the 300,000 authorized shares of $5 Preferred Stock and the
10,000,000 authorized shares of Serial Preferred Stock) ranking, as to
dividends or assets, prior to the Preference Stock, and the affirmative
approval of the holders of at least a majority of the Preference Stock at the
time outstanding, voting as a class without regard to series, shall be
required for an increase in the authorized amount of the Preference Stock or
for the creation, or an increase in the authorized amount, of any class of
stock ranking, as to dividends or assets, on a parity with the Preference
Stock; provided, however, that if any amendment of the Company's Charter shall
affect adversely the rights of preferences of one or more, but not all, of the
series of Preference Stock at the time outstanding or shall unequally
adversely affect the rights or preferences of different series of Preference
Stock at the time outstanding, the affirmative approval of the holders of at
least two-thirds (2/3) of such shares of each such series so adversely or
unequally adversely affected shall be required in lieu of or (if such
affirmative approval is required by law) in addition to the affirmative
approval of the holders of at least two-third (2/3) of the outstanding shares
of Preference Stock as a class.

      (31)  No holder of Preference Stock shall have any preemptive right to
purchase, subscribe for or otherwise acquire securities of the Company upon
the issuance or sale by the Company of any type of security.

      FIFTH:  The period of the duration of the Company shall be nine hundred
and ninety-nine years from April 6, 1926.

      SIXTH:  The number of directors of the Company shall be fourteen.  Seven
directors shall constitute a quorum.  The names and addresses of the persons
who are currently serving  as directors are:

                  Name                                      Address

            Daniel D. Cameron, Sr.              404 West Renovah Circle
                                                Wilmington,  NC 28401

            Felton J. Capel                     1009 West New Hampshire Avenue
                                                Southern Pines, NC 28387

            George H.V. Cecil                   436 Vanderbilt Road
                                                Biltmore, NC 28803

            Charles W. Coker, Jr.               Rt 5, Greenbrier Road
                                                Hartsville, SC 29550

            Margaret T. Harper                  105 East Bay Street
                                                Southport, NC 28461

            Shearon Harris                      2516 Wake Drive
                                                Raleigh, NC 27608

            L. H. Harvin, Jr.                   935 Hargrove Street
                                                Henderson, NC 27536

            Karl G. Hudson, Jr.                 2416 White Oak Road
                                                Raleigh, NC 27609

            J. A. Jones                         3004 Sandia Drive
                                                Raleigh, NC 27607

            Edward G. Lilly, Jr.                612 Scotland Street
                                                Raleigh, NC 27609

            A.C. Monk, Jr.                      207 West Church Street
                                                Farmville, NC 27828

            Sherwood H. Smith, Jr.              408 Drummond Drive
                                                Raleigh, NC 27609

            Horace L. Tilghman, Jr.             104 Oakenwald Street
                                                Marion, SC 29571

            John F. Watlington, Jr.             2020 Virginia Road
                                                Winston-Salem, NC 27104

      SEVENTH: The officers of the Company shall be as prescribed by its Board
of Directors and set forth in the Company's By-laws.

      EIGHTH: All corporate powers shall be exercised by the Board of
Directors except as a otherwise provided by statute or by this Restated
Charter.

      NINTH: An Executive Committee may be appointed by and from the Board of
Directors in such manner and subject to such regulations as may be provided in
the by-laws, which committee shall have and may exercise, when the Board is
not in session, all the powers of said Board which may be lawfully delegated,
subject to such limitations as may be provided in the by-laws or by
resolutions of the Board.

      TENTH: A director of the Company shall not be disqualified by his office
from dealing or contracting with the Company either as a vendor, purchaser or
otherwise, nor shall any transaction or contract of the Company be void or
voidable by reason of the fact that any director or any firm of which any
director is a member or any corporation of which any director is a shareholder
or director, is in anyway interested in such transaction or contract, provided
that such transaction or contract is or shall be authorized, ratified or
approved either (1) by a vote of a majority of a quorum of the Board of
Directors or of the Executive Committee without counting in such majority or
quorum any director so interested or member of a firm so interested or a
shareholder or director of a corporation so interested, or (2) by vote at any
stockholders' meeting of the holders of record of a majority of all the
outstanding shares of stock of the Company entitled to vote or by writing or
writings signed by a majority of such holders; nor shall any director be
liable to account to the Company for any profits realized by and from or
through any such transaction, or contract of the Company authorized, ratified
or approved as aforesaid by reason of the fact that he or any firm of which he
is a member or any corporation of which he is a shareholder or director, was
interested in such transaction or contract.  Nothing herein contained shall
create any liability in the events above described or prevent the
authorization, ratification or approval of such contracts in any other manner
provided by law.

      ELEVENTH: The directors shall hold office after the expiration of their
terms until their successors are elected and have qualified.  An increase in
the Board of Directors shall be deemed to create vacancies in the Board, to be
filled in the manner provided by the by-laws.  Each director, so long as and
if required by law to be a stockholder of the Company but not otherwise, shall
hold at least one share of stock in the Company.  The Board of Directors shall
have power to hold their meetings, to have one or more offices, and to keep
the corporate books (except such books as are required by law to be kept
within the State of North Carolina) outside of the State of North Carolina at
such places as may from time to time be designated by them.

      The Board of Directors shall have power to authorize and cause to be
executed mortgages or deeds of trust which shall cover and create a lien upon
all or any part of the property of the Company of whatsoever kind and
wheresoever situated, whether then owned or thereafter acquired, and to
provide in any such mortgage or deed of trust that the amount of bonds or
other evidences of indebtedness to be issued thereunder and to be secured
thereby shall be limited to a definite amount or limited only by the
conditions therein specified. 

      The Board of Directors shall have power from time to time to fix and
determine and to vary the amount to be reserved as a working capital, to
direct and determine the use and disposition of the working capital, and to
determine the date or dates for the declaration and payment of dividends.

      Any and all of the directors may at any time be removed without cause
assigned by the vote of the holders of a majority of the total number of
shares of the Company then issued and outstanding and entitled to vote
thereon, given at a meeting called for the purpose of considering such action.

      TWELFTH:  The Board of Directors shall have power and power is hereby
conferred upon them from time to time to adopt, amend, add to and repeal by-
laws for the Company and any by-laws so made or any provision thereof may be
altered or repealed by vote of the holders of a majority of the total number
of shares of the Company then issued and outstanding and entitled to vote
thereon at any annual meeting or at any special meeting of stockholders called
for the purpose of considering such action.

      THIRTEENTH:  Stockholders shall have no rights except as conferred by
statute or by the by-laws to inspect any book, paper or account of the
Company.  

      FOURTEENTH:  Upon the written consent or vote of the holders of a
majority in aggregate number of the shares of stock of the Company then
outstanding and entitled to vote, (1) every statute of the State of North
Carolina (a) increasing, diminishing, or in any way affecting the rights,
powers or privileges of stockholders of companies organized under the general
laws of said State, or (b) giving effect to the action taken by any part less
than all, of the stockholders of any such company, shall be binding upon the
Company and every stockholder and/or (2) amendments to the charter of the
Company authorized at the time of the making of such amendments by the laws of
the State of North Carolina may be made.  No such written consent or vote
shall decrease the amounts which the holders of outstanding $5 Preferred Stock
are entitled to receive as dividends or in distribution of assets in
preference to the holders of the Common Stock or decrease the price at which
the $5 Preferred Stock may be redeemed, all as set forth in Article Fourth
hereof, unless the holders of at least 90% of the then outstanding $5
Preferred Stock consent in writing to or vote for such decrease; nor shall any
such written consent or vote (a) reduce the percentage of the shares of
outstanding $5 Preferred Stock required to take any action for which the
consent of a particular percentage of the shares of outstanding $5 Preferred
Stock is provided in Article Fourth hereof, or (b) make any other amendment,
alteration, change or repeal of the express terms of the $5 Preferred Stock
then outstanding in a manner substantially prejudicial to the holders thereof
unless the holders of record of not less than two-thirds of the number of
shares of the $5 Preferred Stock then outstanding shall consent thereto in
writing or by voting therefor in person or by proxy at the meeting at which
said vote is cast.

      FIFTEENTH:  This Restated Charter was adopted by the shareholders of the
corporation on the 21st day of May, 1980 in the manner prescribed by law for
adopting a charter amendment; and it supersedes the original Articles of
Incorporation and all amendments thereto.

      The number of shares of the corporation outstanding at the time of such
adoption was 51,684,509; and the number of shares entitled to vote thereon was
48,504,509.

      The number of shares voted for such adoption was 37,053,564; and the
number of shares voted against such adoption was 522,776.

      Such adoption does not give rise to dissenter's rights nor to class
voting rights for the reason that the only effect of this Restated Charter is
to set forth without change the corresponding provisions of the Articles of
Incorporation as heretofore amended.

      IN WITNESS WHEREOF, this statement is executed by the President and
Secretary of the corporation this 22nd day of May, 1980.

                                    CAROLINA POWER & LIGHT COMPANY

                                    By Sherwood H. Smith, Jr.
                                          President

                                    By J. L. Lancaster, Jr.
                                          Secretary
STATE OF NORTH CAROLINA    )
COUNTY OF WAKE             )

      I, Marsha H. Manning, a notary public, hereby certify that on this 22nd
day of May, 1980, personally appeared before me Sherwood H. Smith, Jr. and J.
L. Lancaster, Jr., each of whom being by me first duly sworn, declared that he
signed the foregoing documents in the capacity indicated, that he was
authorized so to sign, and that the statements therein contained are true.

                                   By: Marsha H. Manning
                                       Notary Public


My commission expires:  June 28, 1982


                                                               EXHIBIT A

                        CAROLINA POWER & LIGHT COMPANY


                            Excerpts from Minutes 
                     Board of Directors - December 8, 1954

      RESOLVED that the Board of Directors of Carolina Power & Light Company
does hereby create and establish an initial series of the Company's Serial
Preferred Stock and does hereby fix the designation, dividend rate, and
redemption prices of said series as follows:

            (1)   the designation of said initial series of the Company's
                  Serial Preferred Stock shall by "Serial Preferred Stock, 
                  $4.20 Series";

            (2)   the dividend rate of said initial series of the Company's
                  Serial Preferred Stock shall be $4.20 per share per annum;

            (3)   the redemption prices of said initial series of the
                  Company's Serial Preferred Stock shall be:  for the period 
                  from January 12, 1955 to and including January 12, 1960, 
                  $104.25 per share; thereafter to and including January 12, 
                  1965, $103.25 per share; thereafter to and including January
                  12, 1970, $102.50 per share; and thereafter $102.00 per share;
                  plus, in each case, as to each share redeemed, the amount, if 
                  any, by which $4.20 per annum upon such share from and after 
                  the date upon which dividends thereon shall become cumulative 
                  to the date of redemption exceeds the dividends actually paid
                  thereon or declared or set apart for payment thereon from
                  such date to the date of redemption,

said initial series of the Company's Serial Preferred Stock otherwise to have
the preferences, voting powers, restrictions, and qualifications which are
applicable to all shares of the Company's Serial Preferred Stock, irrespective
of series, as set forth in the Agreement of Merger of Tide Water Power Company
with and into Carolina Power & Light Company, dated December 12, 1951, as
amended; and further

      RESOLVED that the calendar quarters of each year are hereby established
as the regular dividend periods for the Serial Preferred Stock, $4.20 Series,
of the Company; and further....

                                                          EXHIBIT B

                        CAROLINA POWER & LIGHT COMPANY

                                       
                             Excerpts from Minutes
                     Board of Directors - January 17, 1967

      RESOLVED, that the Board of Directors of Carolina Power & Light Company
does hereby create and establish and authorize the issuance of a new series of
the Company's Serial Preferred Stock and does hereby fix the designation,
dividend rate, and redemption prices of said series as follows:

            (1)   the designation of said new series of the Company's Serial
                  Preferred Stock shall be "Serial Preferred Stock, $5.44 
                  Series";

            (2)   the Serial Preferred Stock, $5.44 Series, is hereby
                  authorized to be issued in the amount of 250,000 shares;

            (3)   the dividend rate of the Serial Preferred Stock, $5.44
                  Series shall be $5.44 per share per annum;

            (4)   the redemption prices of the Serial Preferred Stock, $5.44
                  Series shall be:  for the period from January 24, 1967, to 
                  and including January 24, 1974, $112 per share; thereafter to
                  and including January 24, 1977, $105 per share; thereafter to
                  and including January 24, 1982, $103 per share; and
                  thereafter $101 per share; plus, in each case, as to each
                  share redeemed, the amount, if any, by which $5.44 per annum
                  upon such share from and after the date upon which dividends
                  thereon shall become cumulative to the date of redemption
                  exceeds the dividends actually paid thereon or declared or
                  set apart for payment thereon from such date to the date of
                  redemption, said Serial Preferred Stock, $5.44 Series,
                  otherwise to have the preferences, voting powers,
                  restrictions, and qualifications which are applicable to all
                  shares of the Company's Serial Preferred Stock, irrespective
                  of series, as set forth in the Agreement of Merger of Tide
                  Water Power Company with and into Carolina Power & Light
                  Company, dated December 12, 1951, as amended; and further
      
      RESOLVED, that regular dividend periods for the Serial Preferred Stock
$5.44  Series, are hereby established as the period commencing January 24,
1967 to and including March  31, 1967 and thereafter as the quarterly periods
commencing April 1, July 1, October 1, and  January 1 of each year.

                                                        EXHIBIT C

                     STATEMENT OF CLASSIFICATION OF SHARES
                                      OF
                        CAROLINA POWER & LIGHT COMPANY

      The undersigned corporation hereby executes this Statement of
Classification of Shares pursuant to Section 55-42 of the North Carolina
General Statutes relating to the preferences, limitations and relative rights
of a series of a class of its shares:

      1.    The name of the Corporation is CAROLINA POWER & LIGHT COMPANY.

      2.    The Certificate of Amendment to the Charter of the corporation
adopted at a regular meeting of the shareholders duly convened and held on
March 11, 1953, contained a resolution amending the Charter, which resolution,
in part, relates to the fixing of the preferences, limitations and relative
rights of the shares of Serial Preferred Stock of the corporation, and which
authorizes the Board of Directors to issue one or more series of Serial
Preferred Stock with such dividend rates, redemption prices and series
designations as may be fixed by resolution of the Board of Directors, which
Certificate of Amendment is on file in the Office of the Secretary of State of
North Carolina, and is set out below:

            "The preferences, voting powers, restrictions, and qualifications
      of each of said classes of stock shall be as follows:

            "The term `Serial Preferred Stock' as used herein means Preferred
      Stock of any series of the 200,000 shares authorized by this Article
      Fourth.  The Board of Directors is authorized to issue at any time and
      from time to time one or more series of Serial Preferred Stock with such
      dividend rates and redemption prices and bearing such series
      designations as may be fixed by the Board of Directors and stated and
      expressed in the resolution or resolutions establishing the respective
      series of such stock, the authority for which is hereby expressly vested
      in the Board of Directors."

The number of authorized shares of Serial Preferred Stock was increased to
1,000,000 by Articles of Amendment to the Charter adopted at a regular meeting
of the shareholders in May 1969, which Articles of Amendment are on file in
the Office of the Secretary of State of North Carolina.

      3.    On May 4, 1970, the Board of Directors of the corporation duly
adopted resolutions authorizing the issuance and sale of 300,000 shares of a
new series of Serial Preferred Stock, without par value, designated as "Serial
Preferred Stock, $9.10 Series" bearing a dividend rate of $9.10 per share per
annum; and with the following redemption prices: $112 per share for the period
May 12, 1970 through May 12, 1977; $105 per share thereafter through May 12,
1980; $103 per share thereafter through May 12, 1985; and $101 per share
thereafter.  A copy of the resolutions creating and authorizing the issuance
and sale of the $9.10 Series and the Company's Serial Preferred Stock is
attached hereto and incorporated fully herein by reference.

      IN WITNESS WHEREOF, this statement is signed by the executive vice
president and secretary of the corporation this 7th day of May, 1970.


                                    CAROLINA POWER & LIGHT COMPANY

                                    By:   W. Reid Thompson
                                          Executive Vice President




ATTEST:

By:   R. S. Mallison
      Secretary

                                                       EXHIBIT D

                     STATEMENT OF CLASSIFICATION OF SHARES
                                      OF
                        CAROLINA POWER & LIGHT COMPANY

      The undersigned corporation hereby executes this Statement of
Classification of Shares pursuant to Section 55-42 of the North Carolina
General Statutes relating to the preferences, limitations and relative rights
of a series of a class of its shares:

      1.    The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

      2.    The Certificate of Amendment to the Charter of the corporation
adopted at a regular meeting of the shareholders duly convened and held on
March 11, 1953, contained a resolution amending the Charter, which resolution,
in part, relates to the fixing of the preferences, limitations and relative
rights of the shares of Serial Preferred Stock of the corporation, and which
authorizes the Board of Directors to issue one or more series of Serial
Preferred Stock with such dividend rates, redemption prices and series
designations as may be fixed by resolution of the Board of Directors, which
Certificate of Amendment is on file in the Office of the Secretary of State of
North Carolina, and is set out below:

            "The preferences, voting powers, restrictions and qualifications
      of each of said classes of stock shall be as follows:

            "The term `Serial Preferred Stock' as used herein means Preferred
      Stock of any series of the 200,000 shares authorized by this Article
      Fourth.  The Board of Directors is authorized to issue at any time and
      from time to time one or more series of Serial Preferred Stock with such
      dividend rates and redemption prices and bearing such series
      designations as may be fixed by the Board of Directors and stated and
      expressed in the resolution or resolutions establishing the respective
      series of such stock, the authority for which is hereby expressly vested
      in the  Board of Directors."

The number of authorized shares of Serial Preferred Stock was increased to
1,000,000 by Articles of Amendment to the Charter adopted at a regular meeting
of the shareholders in May 1969, which Articles of Amendment are on file in
the Office of the Secretary of State of North Carolina.

      3.    On January 6, 1971, the Board of Directors of the corporation duly
adopted resolutions authorizing the issuance and sale of 350,000 shares of a
new series of Serial Preferred Stock, without par value, designated as "Serial
Preferred Stock, $7.95 Series" bearing a dividend rate of $7.95 per share per
annum; and with the following redemption prices:  for the period from January
14, 1971, to and including January 14, 1976, $115 per share; thereafter to and
including January 14, 1979, $110 per share; thereafter to and including
January 14, 1982, $107 per share; thereafter to and including January 14,
1985, $104 per share; and thereafter $101 per share.  A copy of the
resolutions creating and authorizing the issuance and sale of the $7.95 Series
of the Company's Serial Preferred Stock is attached hereto and incorporated
fully herein by reference.


      IN WITNESS WHEREOF, this statement is signed by a vice president and an
assistant secretary of the corporation this 13th day of January, 1971.


                                    CAROLINA POWER & LIGHT COMPANY

                                    By:  Charles F. Rouse
                                         Vice President



ATTEST:

By:   J. L. Lancaster, Jr.
      Assistant Secretary


(Corporate Seal)

                                                           EXHIBIT E

                      STATEMENT OF CLASSIFICATION SHARES 
                                      OF 
                        CAROLINA POWER & LIGHT COMPANY

      The undersigned corporation hereby executes this Statement of
Classification of Shares pursuant to Section 55-42 of the North Carolina
General Statutes relating to the preferences, limitations and relative rights
of a series of a class of its shares:

      1.    The name of the Corporation is CAROLINA POWER & LIGHT COMPANY.

      2.    The Certificate of Amendment to the Charter of the corporation
adopted at a regular meeting of the shareholders duly convened and held on May
19, 1971, contained a resolution amending the Charter, which resolution, in
part, relates to the fixing of the preferences, limitations and relative
rights of the shares of Serial Preferred Stock of the corporation, and which
authorizes the Board of Directors to issue one or more series of Serial
Preferred Stock with such dividend rates, redemption prices and series
designations as may be fixed by resolution of the Board of Directors, which
Certificate of Amendment is on file in the office of the Secretary of State of
North Carolina, and is set out below:

            (1)   The term "Serial Preferred Stock" as used herein means
      Preferred Stock of any series of the 5,000,000 shares authorized by this
      Article Fourth.  The $5 Preferred Stock and the Serial Preferred Stock
      are hereinafter sometimes referred to collectively as the "Preferred
      Stocks."  The Board of Directors is authorized to issue at any time and
      from time to time one or more series of Serial Preferred Stock with such
      dividends rates and redemption prices and bearing such series
      designations as may be fixed by the Board of Directors and stated and
      expressed in the resolution or resolutions establishing the respective
      series of such stock, the authority for which is hereby expressly vested
      in the Board of Directors.

      3.    On September 6, 1972, the Board of Directors of the corporation
duly adopted resolutions authorizing the issuance and sale of $500,000 shares
of a new series of Serial Preferred Stock, without par value, designated as
"Serial Preferred Stock, $7.72 Series" bearing a dividend rate of $7.72 per
share per annum; and with the following redemption prices: for the period from
September 14, 1972, to and including September 14, 1977, $115 per share;
thereafter to and including September 14, 1980, $110 per share; thereafter to
and including September 14, 1983, $107 per share; thereafter to and including
September 14, 1986, $104 per share; and thereafter $101 per share.  A copy of
the resolutions creating and authorizing the issuance and sale of the $7.72
Series of the Company's Serial Preferred Stock is attached hereto and
incorporated fully herein by reference.

     IN WITNESS WHEREOF, this statement is signed by a Senior Vice President
and the Secretary of the corporation this 7th day of September, 1972.  



                                    CAROLINA POWER & LIGHT COMPANY

                                    By:   Sherwood H. Smith, Jr.
                                          Senior Vice President


Attest:

By:   J. L. Lancaster, Jr.
      Secretary

(Corporate Seal)

                                                        EXHIBIT F

                    STATEMENT OF CLASSIFICATION OF SHARES 
                                      OF
                        CAROLINA POWER & LIGHT COMPANY

      The undersigned corporation hereby executes this Statement of
Classification of Shares pursuant to Section 55-42 of the North Carolina
General Statutes relating to the relative rights and preferences of a series
within a class of its shares:

      1.    The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

      2.    The Certificate of Amendment to the Charter of the corporation
adopted at a special meeting of the shareholders duly convened and held on
October 23, 1973, contained a resolution amending the Charter, which
resolution, in part, relates to the fixing of the relative rights and
preferences of a series of Preferred Stock A of the corporation, and which
authorizes the Board of Directors to establish and issue one or more series of
Preferred Stock A which shall be of equal rank and identical in all respects
except that there may be variations between series in the following relative
rights and preferences:  dividend rates, redemption prices, and the terms and
conditions on which shares may be redeemed, sinking fund provisions for the
redemption or purchase of shares, and terms and conditions on which shares may
be converted, if shares are issued with the privilege of conversion, and
bearing such series' designations, all as may be fixed by the Board of
Directors and stated or expressed in the resolution or resolutions
establishing the respective series of such stock, which Certificate of
Amendment is on file in the office of the Secretary of State of North
Carolina, and is set out in part below:

            (1)  (a)  The Board of Directors is authorized to establish and
      issue at any time and from time to time (i) one or more series of Serial
      Preferred Stock with such dividend rates and redemption prices and
      bearing such series designations as may be fixed by the Board of
      Directors and stated and expressed in the resolution or resolutions
      establishing the respective series of such stock, the authority for
      which is hereby expressly vested in the Board of Directors and (ii) one
      or more series of Preferred Stock A which shall be of equal rank and
      identical in all respects except that there may be variations between
      series in the following relative rights and preferences: dividend rates,
      redemption prices and the terms and conditions on which shares may be
      redeemed, sinking fund provisions for the redemption or purchase of
      shares, and terms and conditions on which shares may be converted, if
      shares are issued with the privilege of conversion, and bearing such
      series' designations, all as may be fixed by the Board of Directors and
      stated or expressed in the resolutions establishing the respective
      series of such stock, the authority for which is hereby expressly vested
      in the Board of Directors.  So long as shares of any series of Preferred
      Stock A shall be outstanding, no amendment or modification of the terms
      thereof fixed by the resolution or resolutions of the Board of Directors
      establishing any such series shall be made unless the holders of record
      of not less than a majority of the number of shares of such series then
      outstanding shall consent thereto in writing or by voting therefor in
      person or by proxy at a meeting of such holders for such purpose.

      3.    On September 19, 1973, subject to the adoption by the shareholders
of the Amendment to the Charter of the corporation authorizing a class of
stock designated Preferred Stock A which Amendment was duly adopted by the
shareholders on October 23, 1973, the Board of Directors of the corporation
duly adopted resolutions authorizing the issuance and sale of 500,000 share of
Preferred Stock A, $7.45 Series, with a dividend rate of $7.45 per share per
annum; a mandatory sinking fund commencing in 1984 designed to redeem 20,000
shares annually at a redemption price of $100 per share; a noncumulative
option in the corporation to redeem not less than an additional 20,000 shares
annually at a redemption price of $100 per share up to a maximum of 120,000
shares in the aggregate without premium; and redeemable at any time at prices
ranging from $115 per share to $101 per share, subject to certain limitations
on refundings prior to September 2, 1980.

      The above description is qualified by reference to the resolutions
creating and authorizing the issuance of the corporation's Preferred Stock A,
$7.45 Series, which are attached hereto and incorporated herein by reference.

      IN WITNESS WHEREOF, this statement is signed by a Senior Vice President
and an Assistant Secretary of the corporation this 23rd day of October, 1973.


                              CAROLINA POWER & LIGHT COMPANY

                              By:  Edward G. Lilly, Jr.
                                   Senior Vice President


ATTEST:

By:   Robert M. Williams
      Assistant Secretary

(Corporate Seal)


                                                       EXHIBIT G

                     STATEMENT OF CLASSIFICATION OF SHARES
                                      OF 
                        CAROLINA POWER & LIGHT COMPANY


      The undersigned corporation hereby executes this Statement of
Classification of Shares pursuant to Section 55-42 of the North Carolina
General Statutes relating to the relative rights and preferences of a series
within a class of its shares:

      1.    The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

      2.    The Certificate of Amendment to the Charter of the corporation
adopted at a special meeting of the shareholders duly convened and held on
October 23, 1973, contained a resolution amending the Charter, which
resolution, in part, relates to the fixing of the relative rights and
preferences of a series of Serial Preferred Stock of the corporation, and
which authorizes the Board of Directors to establish and issue one or more
series of Serial Preferred Stock with such dividend rates and redemption
prices and bearing such series designations as may be fixed by the Board of
Directors and stated and expressed in the resolution or resolutions
establishing the respective series of such stock, which Certificate of
Amendment is on file in the office of the Secretary of State of North
Carolina, and is set out in part below:

            (l)   (a)  The Board of Directors is authorized to establish and
      issue at any time and from time to time (i) one or more series of Serial
      Preferred Stock with such dividend rates and redemption prices and
      bearing such series designations as may be fixed by the Board of
      Directors and stated and expressed in the resolution or resolutions
      establishing the respective series of such stock, the authority for
      which is hereby expressly vested in the Board of Directors and (ii) one
      or more series of Preferred Stock A which shall be of equal rank and
      identical in all respects except that there may be variations between
      series in the following relative rights and preferences:  dividend
      rates, redemption prices and the terms and conditions on which shares
      may be redeemed, sinking fund provisions for the redemption or purchase
      of shares, and terms and conditions on which shares may be converted, if
      shares are issued with the privilege of conversion, and bearing such
      series' designations, all as may be fixed by the Board of Directors and
      stated or expressed in the resolutions establishing the respective
      series of such stock, the authority for which is hereby expressly vested
      in the Board of Directors.  So long as shares of any series of Preferred
      Stock A shall be outstanding, no amendment or modification of the terms
      thereof fixed by the resolution or resolutions of the Board of Directors
      establishing any such series shall be made unless the holders of record
      of not less than a majority of the number of shares of such series then
      outstanding shall consent thereto in writing or by voting therefor in
      person or by proxy at a meeting of such holders for such purpose.


      3.    On February 20, 1974, the Board of Directors of the corporation
duly adopted resolutions authorizing the issuance and sale of 650,000 shares
of a new series of Serial Preferred Stock designated as "Serial Preferred
Stock, $8.48 Series" bearing a dividend rate of $8.48 per share per annum; and
with the following redemption prices: for the period from February 28, 1974,
to and including February 28, 1979, $115 per share; thereafter to and
including February 28, 1982, $108 per share; thereafter to and including
February 28, 1985, $105 per share; thereafter to and including February 28,
1988, $103 per share; and thereafter $101 per share.  A copy of the
resolutions creating and authorizing the issuance and sale of the $8.48 Series
of the Company's Serial Preferred Stock is attached hereto and incorporated
fully herein by reference.

      IN WITNESS WHEREOF, this statement is signed by a Senior Vice President
and the Secretary of the corporation this 22nd day of February, 1974.

                                          CAROLINA POWER & LIGHT COMPANY

                                          By:   Sherwood H. Smith, Jr.
                                                Senior Vice President

ATTEST:

By:    J. L. Lancaster, Jr.
       Secretary

(Corporate Seal)

                                                          EXHIBIT H


                     STATEMENT OF CLASSIFICATION OF SHARES
                                      OF 
                        CAROLINA POWER & LIGHT COMPANY
 

      The undersigned Company hereby executes this Statement of Classification
of Shares pursuant to Section 55-42 of the North Carolina General Statutes
relating to the preferences, limitations and relative rights of a series of a
class of its shares:

      1.    The name of the Company is CAROLINA POWER & LIGHT COMPANY.

      2.    The Certificate of Amendment to the Charter of the Company adopted
at a regular meeting of the shareholders duly convened and held on May 19,
1971, contained a resolution amending the Charter, which resolution, in part,
relates to the fixing of the preferences, limitations and relative rights of
the shares of Preference Stock of the Company, and which authorizes the Board
of Directors to issue one or more series of Preference Stock with such
dividend rates, redemption prices and series designations as may be fixed by
resolution of the Board of Directors, which Certificate of Amendment is on
file in the office of the Secretary of State of North Carolina, and is set out
below:

                               PREFERENCE STOCK

      (22)  The Board of Directors is authorized to issue at any time and from
time to time one or more series of Preference Stock as hereinafter provided.

      (23)  To the extent that variations in the designations, preferences,
limitations and relative rights as between series of the Preference Stock are
not established, fixed and determined herein, authority is hereby expressly
vested in the Board of Directors to fix and determine the designations,
preferences, limitations and relative rights of the shares of any series of
such Preference Stock hereinafter established, including authority to fix any
one or more of the following:

            (a)   The distinctive designations of such series and the number
                  of shares which shall constitute such series;

            (b)   The rate of dividend;

            (c)   The right of redemption, if any, and the price at and the
                  terms and conditions on which the shares may be redeemed;

            (d)   The amount payable upon shares in event of involuntary
                  liquidation;
 
            (e)   The amount payable upon shares in event of voluntary
                  liquidation;

            (f)   Sinking fund provisions, if any, for the redemption or
                  purchase of shares; and

            (g)   The terms and conditions on which shares may be converted,
                  if the shares of any series are issued with the privilege of 
                  conversion.

      3.  On March 12, 1975, the Executive Committee of the Board of Directors
of the Company duly adopted resolutions authorizing the issuance and sale of
2,000,000 shares of the A Series of Preference Stock, without par value,
designated as "$2.675 Preference Stock, Series A" bearing a dividend rate of
$2.675 per share per annum; and with the following redemption prices:  For the
period from March 20, 1975, to and including March 31, 1980, $27.68 per share;
thereafter to and including March 31, 1985, $26.50 per share; thereafter to
and including March 31, 1990, $25.75 per share; and thereafter $25.25 per
share.  A copy of the resolutions creating and authorizing the issuance and
sale of the A Series of the Company's Preference Stock is attached hereto and
incorporated fully herein by reference.

      IN WITNESS WHEREOF, this statement is signed by a Vice President and the
Secretary of the Company this 13th day of March, 1975.

                                          CAROLINA POWER & LIGHT COMPANY

                                          By:   William E. Graham, Jr.
                                                Vice President

ATTEST:

By:     J. L. Lancaster, Jr.
        Secretary

(Corporate Seal)


                                                   EXHIBIT I

                    STATEMENT OF CLASSIFICATIONS OF SHARES
                                      OF
                        CAROLINA POWER & LIGHT COMPANY

      The undersigned corporation hereby executes this Statement of
Classification of Shares pursuant to Section 55-42 of the North Carolina
General Statutes relating to the relative rights and preferences of a series
within a class of its shares:

      1.    The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

      2.    The Certificate of Amendment to the Charter of the corporation
adopted at a special meeting of the shareholders duly convened and held on
October 23, 1973, contained a resolution amending the Charter, which
resolution, in part, relates to the fixing of the relative rights and
preferences of a series of Preferred Stock A of the corporation, and which
authorizes the Board of Directors to establish and issue one or more series of
Preferred Stock A which shall be of equal rank and identical in all respects
except that there may be variations between series in the following relative
rights and preferences:  dividend rates, redemption prices, and the terms and
conditions on which shares may be redeemed, sinking fund provisions for the
redemption or purchase of shares, and terms and conditions on which shares may
be converted, if shares are issued with the privilege of conversion, and
bearing such series' designations, all as may be fixed by the Board of
Directors and stated or expressed in the resolution or resolutions
establishing the respective of such stock, which Certificate of Amendment is
on file in the office of the Secretary of State of North Carolina, and is set
out in part below:

            (1)  (a)  The Board of Directors is authorized to establish and
      issue at any time and from time to time (i) one or more series of Serial
      Preferred Stock with such dividend rates and redemption prices and
      bearing such series designations as may be fixed by the Board of
      Directors and stated and expressed in the resolution or resolutions
      establishing the respective series of such stock, the authority for
      which is hereby expressly vested in the Board of Directors and (ii) one
      or more series of Preferred Stock A which shall be of equal rank and
      identical in all respects except that there may be variations between
      series in the following relative rights and preferences:  dividend
      rates, redemption prices and the terms and conditions on which shares
      may be redeemed, sinking fund provisions for the redemption or purchase
      of shares, and terms and conditions on which shares may be converted, if
      shares are issued with the privilege of conversion, and bearing such
      series' designations, all as may be fixed by the Board of Directors and
      stated or expressed in the resolutions establishing the respective
      series of such stock, the authority for which is hereby expressly vested
      in the Board of Directors.  So long as shares of any series of Preferred
      Stock A shall be outstanding, no amendment or modification of the terms
      thereof fixed by the resolution or resolutions of the Board of Directors
      establishing any such series shall be made unless the holders of record
      of not less than a majority of the number of shares of such series then
      outstanding shall  consent thereto in writing or by voting therefor in
      person or by proxy at a meeting of such holders for such purpose.

      3.    On September 6, 1979 the Executive Committee of the Board of
Directors of the corporation duly adopted resolutions authorizing the issuance
and sale of 500,000 shares of Preferred Stock A, $8.75 Series, with a dividend
rate of $8.75 per share per annum; a mandatory sinking fund commencing in 1985
designed to redeem 20,000 shares annually at a redemption price of $100 per
share until 1999, after which 40,000 shares per year shall be redeemed; a
noncumulative option in the corporation to redeem not greater than an
additional 20,000 shares annually (40,000 shares after 1999) at a redemption
price of $100 per share which shall be credited against the sinking fund
redemption requirement in reverse chronological order; and which are
redeemable at any time at prices ranging from $108.75 per share to $100.00 per
share, subject to certain limitations on refinancings prior to September 1,
1989 and other specified means of redemption.

      The above description is qualified by reference to the resolutions
creating and authorizing the issuance of the corporation's Preferred Stock A,
$8.75 Series, which are attached hereto and incorporated herein by reference. 


      IN WITNESS WHEREOF, this statement is signed by a Senior Vice President
and an Assistant Secretary of the corporation this 7th day of September, 1979.

                                    CAROLINA POWER & LIGHT COMPANY

                                    By:    William E. Graham, Jr.
                                           Senior Vice President

ATTEST:

By:   Robert M. Williams
      Assistant Secretary

(Corporate Seal)


                                                           EXHIBIT J

                     STATEMENT OF CLASSIFICATION OF SHARES
                                      OF
                        CAROLINA POWER & LIGHT COMPANY

      The undersigned corporation hereby executes this Statement of
Classification of Shares pursuant to Section 55-42 of the North Carolina
General Statutes relating to the relative rights and preferences of a series
within a class of its shares:

      1.    The name of the corporation is  CAROLINA POWER & LIGHT COMPANY.

      2.    The Certificate of Amendment to the Charter of the corporation
adopted at a special meeting of the shareholders duly convened and held on
October 23, 1973, contained a resolution amending the Charter, which
resolution, in part, relates to the fixing of the relative rights and
preferences of a series of Preferred Stock A of the corporation, and which
authorizes the Board of Directors to establish and issue one or more series of
Preferred Stock A which shall be of equal rank and identical in all respects
except that there may be variations between series in the following relative
rights and preferences:  dividend rates, redemption prices, and the terms and
conditions on which shares may be redeemed, sinking fund provisions for the
redemption or purchase of shares, and terms and conditions on which shares may
be converted, if shares are issued with the privilege of conversion, and
bearing such series' designations, all as may be fixed by the Board of
Directors and stated or expressed in the resolution or resolutions
establishing the respective series of such stock, which Certificate of
Amendment is on file in the office of the Secretary of State of North
Carolina, and is set out in part below:

            (1) (a)  The Board of Directors is authorized to establish and
      issue at any time and from time to time (i) one or more series of Serial
      Preferred Stock with such dividend rates and redemption prices and
      bearing such series designations as may be fixed by the Board of
      Directors and stated and expressed in the resolution or resolutions
      establishing the respective series of such stock, the authority for
      which is hereby expressly vested in the Board of Directors and (ii) one
      or more series of Preferred Stock A which shall be of equal rank and
      identical in all respects except that there may be variations between
      series in the following relative rights and preferences:  dividend
      rates, redemption prices and the terms and conditions on which shares
      may be redeemed, sinking fund provisions for the redemption or purchase
      of shares, and terms and conditions on which shares may be converted, if
      shares are issued with the privilege of conversion, and bearing such
      series' designations, all as may be fixed by the Board of Directors and
      stated or expressed in the resolutions establishing the respective
      series of such stock, the authority for which is hereby expressly vested
      in the Board of Directors.  So long as shares of any series of Preferred
      Stock A shall be outstanding, no amendment or modification of the terms
      thereof fixed by the resolution or resolutions of the Board of Directors
      establishing any such series shall be made unless the holders of record
      of not less than a majority of the number of shares of such series then
      outstanding shall consent thereto in writing or by voting therefor in
      person or by proxy at a meeting of such holders for such purpose.

      3.    On February 20, 1980 the Executive Committee of the Board of
Directors of the corporation duly adopted resolutions authorizing the issuance
and sale of 180,000 shares of Preferred Stock A, $9.25 Series, with a dividend
rate of $9.25 per share per annum; which are redeemable at any time at prices
ranging from $109.00 per share to $100.00 per share, subject to certain
limitations on refinancings prior to March 1, 1985 and other specified means
of redemption.

      The above description is qualified by reference to the resolutions
creating and authorizing the issuance of the corporation's Preferred Stock A,
$9.25 Series, which are attached hereto and incorporated herein by reference.

      IN WITNESS WHEREOF, this statement is signed by a Senior Vice President
and an Assistant Secretary of the corporation this 20th day of February, 1980.

                                    CAROLINA POWER & LIGHT COMPANY

                                    By:   William E. Graham, Jr.
                                          Senior Vice President
      
ATTEST:

By:   Robert M. Williams
      Assistant Secretary

(Corporate Seal)


                           ARTICLES OF AMENDMENT OF
                        CAROLINA POWER & LIGHT COMPANY


      The undersigned corporation hereby executes these Articles of Amendment
for the purpose of amending its charter:

      1.    The name of the corporation is Carolina Power & Light Company.

      2.    The following amendment to the Eleventh Article of the Restated
Charter of the corporation was adopted by its shareholders of the 10th day of
May, 1989, in the manner prescribed by law:

            To the fullest extent permitted by the North Carolina
            Business Corporation Act as it exists or may hereafter
            be amended, a director of the corporation shall not be
            liable to the corporation or any of its shareholders
            for monetary damages for breach of duty as a director.

      3.    The number of shares of the corporation outstanding at the time of
such adoption was 84,210,520, and the number of shares entitled to vote
thereon was 82,755,520.  All classes entitled to vote on the amendment voted
as one class.

      4.    The number of shares voted for such amendment was 64,941,613, and
the number of shares voted against such amendment was 3,311,105.

      5.    The amendment herein effected does not give rise to dissenter's
rights to payment for the reason that the only effect of such amendment is to
eliminate directors' liability for monetary damages for certain breaches of
their duties as directors pursuant to N.C.G.S. Section 55-7(11).

      IN WITNESS WHEREOF, these articles of amendment are signed by the Senior
Vice President and Assistant Secretary of the corporation this 19th day of
May, 1989.

                                  CAROLINA POWER & LIGHT COMPANY

                                  By     Charles D. Barham, Jr.
            SEAL                         Senior Vice President 


                                  By     Robert M. Williams
                                         Assistant Secretary



State of North Carolina  )
County of Wake           )

      I, Fay P. Frederick, a notary public, hereby certify that on this 19th
day of May, 1989, personally appeared before me Charles D. Barham, Jr. and
Robert M. Williams, each of whom being by me first duly sworn, declared that
he signed the foregoing document in the capacity indicated, that he was
authorized so to sign, and that the statements therein contained are true.

                                               By:  Fay P. Frederick       
                                                    Notary Public

My commission expires:  March 11, 1991


                            ARTICLES OF AMENDMENT

                                      OF

                        CAROLINA POWER & LIGHT COMPANY

      The undersigned corporation hereby submits these Articles of Amendment
for the purpose of amending its Restated Charter.

      1.    The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

      2.    The Restated Charter of the corporation is hereby amended to
increase the authorized number of shares of Common Stock from 100,000,000 to
200,000,000 by amending the first paragraph of Article Fourth as follows:

            a.    The figure "135,300,000" there appearing
              shall be deleted in its entirety and in lieu and
              substitution thereof the figure "235,300,000"
              shall be added.

            b.    The figure "100,000,000" there appearing
              shall be deleted in its entirety and in lieu and
              substitution thereof the figure "200,000,000"
              shall be added.

      As amended, the full text of the first paragraph of Article Fourth of
the corporation's Restated Charter is as follows:

            FOURTH:  The total number of the authorized shares of the
      Company is 235,300,000 shares divided into 300,000 shares of $5
      Preferred Stock (hereinafter called "$5 Preferred Stock"),
      20,000,000 shares of Serial Preferred Stock (hereinafter called
      "Serial Preferred Stock"), 5,000,000 shares of Preferred Stock A
      (hereinafter called "Preferred Stock A"), 10,000,000 shares of
      Preference Stock (hereinafter called "Preference Stock"), and
      200,000,000 shares of Common Stock, all without nominal or par
      value.

      3.    Shareholder approval of the foregoing Amendment was obtained on
the 13th day of May, 1992, as required by the North Carolina Business
Corporation Act.

      This 27th day of May, 1992.

                        CAROLINA POWER & LIGHT COMPANY

                        By:  Sherwood H. Smith, Jr.                      
              

                        Title: Chairman/President and Chief Executive Officer




                           ARTICLES OF AMENDMENT

                                      OF

                        CAROLINA POWER & LIGHT COMPANY

      The undersigned corporation hereby submits these Articles of Amendment for
the purpose of amending its Restated Charter.

      1.    The name of the corporation is CAROLINA POWER & LIGHT COMPANY.

      2.    The Restated Charter of the corporation is hereby amended to
establish a variable range for the size of the Board of Directors by amending
Article SIXTH of the Restated Charter.

            As amended, the full text of Article SIXTH of the corporation's
Restated Charter is as follows:

            SIXTH:  The number of directors constituting the Board
            of Directors shall be determined in accordance with the
            Company's By-Laws.  At least fifty percent of the number
            of directors so determined shall constitute a quorum.

      3.    Shareholder approval of the foregoing Amendment was obtained on the
10th day of May, 1995, as required by the North Carolina Business Corporation
Act.

      This 10th day of May, 1995.

                        CAROLINA POWER & LIGHT COMPANY


                        By:        Sherwood H. Smith, Jr.

                        Title:     Chairman and Chief Executive Officer