EXHIBIT 4
REGISTERED BOND CUSIP No. 144141CH9
CAROLINA POWER & LIGHT COMPANY
First Mortgage Bond,
6.80% Series due August 15, 2007
No. R- $
CAROLINA POWER & LIGHT COMPANY, a corporation of the State of North
Carolina (hereinafter called the Company), for value received, hereby promises
to pay to
or registered assigns, at the office or agency of the Company in the Borough of
Manhattan, The City of New York,
DOLLARS
on August 15, 2007, in such coin or currency of the United States of America as
at the time of payment is legal tender for public and private debts, and to pay
to the registered owner hereof interest thereon from August 15, 1997, if the
date of this bond is prior to February 15, 1998, or, if the date of this bond is
after February 15, 1998, from the February 15 or August 15 next preceding the
date of this bond, at the rate of 6.80% per annum in like coin or currency
semi-annually at said office or agency, on February 15 and August 15 in each
year until the principal of this bond shall have become due and payable.
This bond is one of an issue of bonds of the Company issuable in series
and is one of a series known as its First Mortgage Bonds, 6.80% Series due
August 15, 2007, all bonds of all series issued and to be issued under and
equally secured (except in so far as any sinking fund or other fund, established
in accordance with the provisions of the Mortgage hereinafter mentioned, may
afford additional security for the bonds of any particular series) by a Mortgage
and Deed of Trust (herein, together with any indenture supplemental thereto
including the Sixty-fourth Supplemental Indenture dated as of August 15, 1997,
called the Mortgage), dated as of May 1, 1940, executed by the Company to Irving
Trust Company (now The Bank of New York), as Corporate Trustee, and Frederick G.
Herbst (W.T. Cunningham, successor), as Individual Trustee. Reference is made to
the Mortgage for a description of the property mortgaged and pledged, the nature
and extent of the security, the rights of the holders of the bonds and of the
Trustees in respect thereof, the duties and immunities of the Trustees and the
terms and conditions upon which the bonds are and are to be secured and the
circumstances under which additional bonds may be issued. With the consent of
the Company and to the extent permitted by and as provided in the Mortgage, the
rights and obligations of the Company and/or the rights of the holders of the
bonds and/or coupons and/or the terms and provisions of the Mortgage may be
modified or altered by affirmative vote of the holders of at least 70% in
principal amount of the bonds then outstanding under the Mortgage and, if the
rights of one or more, but less than all, series of bonds then outstanding are
to be affected, then also by affirmative vote of the holders of at least 70% in
principal amount of the bonds then outstanding of each series of bonds so to be
affected (excluding in any case bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided that, without
the consent of the holder hereof, no such modification or alteration, among
other things, shall impair or affect the right of the holder to receive payment
of the principal of and interest on this bond, on or after the respective due
dates expressed herein, or permit the creation of any lien equal or prior to the
lien of the Mortgage or deprive the holder of a lien on the mortgaged and
pledged property. The Company has reserved the right to amend the Mortgage
without any consent or other action by the holders of any series of bonds
created after July 31, 1970 (including this series) so as to change 70% in the
foregoing sentence to 66 2/3%.
The principal hereof may be declared or may become due prior to the
maturity date hereinbefore named on the conditions, in the manner and at the
time set forth in the Mortgage, upon the occurrence of a default as in the
Mortgage provided.
This bond is transferable as prescribed in the Mortgage by the
registered owner hereof in person, or by his duly authorized attorney, at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, upon surrender and cancellation of this bond, and thereupon a new fully
registered temporary or definitive bond of the same series for a like principal
amount will be issued to the transferee in exchange herefor as provided in the
Mortgage. The Company and the Trustees may deem and treat the person in whose
name this bond is registered as the absolute owner hereof for the purpose of
receiving payment and for all other purposes.
In the manner prescribed in the Mortgage, any bonds of this series,
upon surrender thereof for cancellation at the office or agency of the Company
in the Borough of Manhattan, The City of New York, are exchangeable for a like
aggregate principal amount of bonds of the same series of other authorized
denominations.
The bonds of this series are redeemable at the option of the Company,
in whole at any time, or in part from time to time, prior to maturity, upon
notice (which may be made subject to deposit of the redemption moneys with the
Corporate Trustee on or before the date fixed for redemption (hereinafter called
the Redemption Date)) mailed at least 30 days and not more than 90 days prior to
the Redemption Date at a redemption price equal to the greater of (i) 100% of
the principal amount thereof or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest from the Redemption Date
to the maturity date, computed by discounting such payments, in each case, to
the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield (as defined in the Sixty-fourth
Supplemental Indenture mentioned above) plus 10 basis points, plus in each case
accrued interest on the principal amount thereof to the Redemption Date.
Reference is made to said Sixty-fourth Supplemental Indenture for the full terms
of the redemption provisions applicable to the bonds of this series.
No recourse shall be had for the payment of the principal of or
interest on this bond against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or director of the Company
or of any predecessor or successor corporation, as such, either directly or
through the Company or any predecessor or successor corporation, under any rule
of law, statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, subscribers, stockholders,
officers and directors being released by the holder or owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Mortgage.
This bond shall not become obligatory until The Bank of New York
(formerly Irving Trust Company), the Corporate Trustee under the Mortgage, or
its successor thereunder, shall have signed the form of certificate endorsed
hereon.
IN WITNESS WHEREOF, CAROLINA POWER & LIGHT COMPANY has caused this bond
to be signed in its corporate name by its President and Chief Executive Officer,
or one of its Vice Presidents by his signature or a facsimile thereof, and its
corporate seal to be impressed or imprinted hereon and attested by its Secretary
or one of its Assistant Secretaries by his signature or a facsimile thereof.
CAROLINA POWER & LIGHT COMPANY
DATED:
By:
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President and Chief Executive Officer
ATTEST:
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Secretary
CORPORATE TRUSTEE'S CERTIFICATE
This bond is one of the bonds, of the series herein designated,
described or provided for in the within-mentioned Mortgage.
THE BANK OF NEW YORK,
Corporate Trustee
By:
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Authorized Officer