Exhibit 10(ii)



                                 March 25, 2003


Citibank, N.A., as
Administrative Agent
Attention: Mr. J. Nicholas McKee
Global Power
388 Greenwich Street, 21st Floor
New York, New York 10013

Dear Ladies and Gentlemen:

     We refer to the (364-Day) Credit  Agreement,  dated as of July 31, 2002, as
amended (the "Credit  Agreement"),  among  Carolina  Power & Light Company d/b/a
Progress Energy Carolinas, Inc. (the "Borrower"),  the lenders named therein and
Citibank, N.A., as Administrative Agent (the "Agent").  Unless otherwise defined
herein,  capitalized  terms used herein shall have the meanings ascribed to them
in the Credit Agreement.

     Pursuant to Section  2.04(a) of the Credit  Agreement,  the Borrower hereby
provides  irrevocable  notice  to the Agent to  ratably  reduce  the  respective
Commitments  of the Lenders by an  aggregate  of  $120,000,000.  This  permanent
reduction of the total Commitments of the Lenders will become effective April 1,
2003.


                                          Very truly yours,

                                          CAROLINA POWER & LIGHT COMPANY
                                          d/b/a PROGRESS ENERGY CAROLINAS, INC.



                                          ------------------------------
                                                   Thomas R. Sullivan
                                                   Treasurer