8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): February 18, 2003

Commission File Number	Exact name of registrant as specified in its charter, state of incorporation, address of principal executive offices, and telephone number	I.R.S. Employer Identification Number
1-3274	Florida Power Corporation d/b/a Progress Energy Florida, Inc. 100 Central Avenue St. Petersburg, Florida 33701 Telephone: (727) 820-5151	59-0247770
	State of Incorporation: Florida

The address of the registrant has not changed since the last report.

ITEM 5.   OTHER EVENTS

     (a)  UNDERWRITING AGREEMENT. The Registrant has entered into an Underwriting Agreement, dated February 18, 2003, by and among the Registrant and Banc One Capital Markets, Inc., Salomon Smith Barney Inc. and Wachovia Securities, Inc., as representatives of the several underwriters, in connection with the offering of $425,000,000 aggregate principal amount of the Registrant’s First Mortgage Bonds, 4.80% Series due 2013, and $225,000,000 aggregate principal amount of the Registrant’s First Mortgage Bonds, 5.90% Series due 2033, each registered with the Securities and Exchange Commission on Form S-3 (Reg. No. 333-63204). A copy of the Underwriting Agreement is filed herewith as Exhibit 1.

     (b)  FORTY-FIRST SUPPLEMENTAL INDENTURE. The Registrant has entered into a Forty-First Supplemental Indenture, dated as of February 1, 2003, to its Indenture, dated January 1, 1944, as supplemented, (the “Mortgage”), with First Chicago Trust Company of New York, as successor Trustee, in connection with the issuance of the Registrant’s First Mortgage Bonds, 4.80% Series due 2013 and 5.90% Series due 2033. A copy of the Forty-First Supplemental Indenture to the Mortgage is filed herewith as Exhibit 4.

ITEM 7.	FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c)	EXHIBITS.
	1	Underwriting Agreement, dated February 18, 2003, by and among the Registrant and Banc One Capital Markets, Inc., Salomon Smith Barney Inc. and Wachovia Securities, Inc., as representatives of the several underwriters.
	4	Forty-First Supplemental Indenture, dated as of February 1, 2003, to the Registrant’s Indenture, dated January 1, 1944, as supplemented, (the “Mortgage”), with First Chicago Trust Company of New York, as successor Trustee.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC.
By:	/s/ Peter M. Scott III
	Peter M. Scott III Executive Vice President and Chief Financial Officer

Date: February 21, 2003

EXHIBIT INDEX

1	Underwriting Agreement, dated February 18, 2003, by and among the Registrant and Banc One Capital Markets, Inc., Salomon Smith Barney Inc. and Wachovia Securities, Inc., as representatives of the several underwriters.
4	Forty-First Supplemental Indenture, dated as of February 1, 2003, to the Registrant’s Indenture, dated January 1, 1944, as supplemented, (the “Mortgage”), with First Chicago Trust Company of New York, as successor Trustee.

EX-1 3 g80810exv1.txt UNDERWRITING AGREEMENT, DATED FEBRUARY 18, 2003 FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. First Mortgage Bonds 4.80% Series due 2013 5.90% Series due 2033 UNDERWRITING AGREEMENT February 18, 2003 To the Representative named in Schedule I hereto of the Underwriters named in Schedule II hereto Dear Ladies and Gentlemen: The undersigned Florida Power Corporation d/b/a Progress Energy Florida, Inc. (the "Company") hereby confirms its agreement with each of the several Underwriters hereinafter named as follows: 1. Underwriters and Representative. The term "Underwriters" as used herein shall be deemed to mean the firm or the several firms named in Schedule II of this Underwriting Agreement (the "Agreement") and any underwriter substituted as provided in paragraph 6, and the term "Underwriter" shall be deemed to mean any one of such Underwriters. If the firm or firms listed in Schedule I hereto (individually and collectively, the "Representative") are the same as the firm or firms listed in Schedule II hereto, then the terms "Underwriters" and "Representative," as used herein, shall each be deemed to refer to such firm or firms. Each Representative represents jointly and severally that they have been authorized by the Underwriters to execute this Agreement on their behalf and to act for them in the manner herein provided. All obligations of the Underwriters hereunder are several and not joint. If more than one firm is named in Schedule I hereto, any action under or in respect of this Agreement may be taken by such firms jointly as the Representative or by one of the firms acting on behalf of the Representative, and such action will be binding upon all the Underwriters. 2. Description of Securities. The Company proposes to issue and sell its First Mortgage Bonds of the designation, with the terms and in the amount specified in Schedule I hereto (the "Securities"), under its Indenture, dated as of January 1, 1944, with First Chicago Trust Company of New York, as successor Trustee, as supplemented by the Seventh, Eighth, Sixteenth, Twenty-Ninth, Thirty-Eighth and Fortieth supplemental indentures, and as it will be further supplemented by the Forty-First Supplemental Indenture relating to the Securities (the "Supplemental Indenture"), in substantially the form heretofore delivered to the Representative, said Indenture as supplemented by the Seventh, Eighth, Sixteenth, Twenty-Ninth, Thirty-Eighth and Fortieth supplemental indentures, and to be supplemented by the Supplemental Indenture being hereinafter referred to as the "Mortgage." 3. Representations and Warranties of the Company. The Company represents and warrants to each of the Underwriters that: 1 (a) The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3 (No. 333-63204) (the "New Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of up to an aggregate of $380,000,000 principal amount of First Mortgage Bonds and Debt Securities in unallocated amounts. The New Registration Statement also constituted Post-Effective Amendment No. 1 to three other Registration Statements on Form S-3, each as set forth on Schedule I (collectively, the "Post-Effective Amendments" and together with the New Registration Statement, the "Registration Statement") under the Securities Act relating to an aggregate of $620,000,000 principal amount of the Company's securities, which had been previously registered under the Securities Act but remained unsold at the time the Post-Effective Amendments became effective. The Registration Statement contained a combined prospectus for the sale of $1,000,000,000 of the Company's First Mortgage Bonds and Debt Securities (the "Registered Securities") in unallocated amounts, as each is defined in the Registration Statement. The Registration Statement was declared effective by the Commission on June 26, 2001. As of the date hereof, the Company has sold Registered Securities in an aggregate principal amount of $300,000,000. The term "Registration Statement" shall be deemed to include all amendments to the date hereof and all documents incorporated by reference therein (the "Incorporated Documents"). The combined prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement, dated February 18, 2003, relating to the Securities, and all prior amendments or supplements thereto (other than amendments or supplements relating to Registered Securities other than the Securities), including the Incorporated Documents, is hereinafter referred to as the "Preliminary Prospectus." The combined prospectus included in the Registration Statement, as it is to be supplemented by a prospectus supplement, dated on the date hereof, substantially in the form delivered to the Representative prior to the execution hereof, relating to the Securities (the "Prospectus Supplement") and all prior amendments or supplements thereto (other than amendments or supplements relating to securities of the Company other than the Securities), including the Incorporated Documents, is hereinafter referred to as the "Prospectus." Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), deemed to be incorporated therein after the date hereof and prior to the termination of the offering of the Securities by the Underwriters; and any references herein to the terms "Registration Statement" or "Prospectus" at a date after the filing of the Prospectus Supplement shall be deemed to refer to the Registration Statement or the Prospectus, as the case may be, as each may be amended or supplemented prior to such date. (b) The Registration Statement, at the time and date it was declared effective by the Commission, complied, and the Registration Statement, the Prospectus and the Mortgage, at the date the Prospectus is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 under the Securities Act ("Rule 424") and at the Closing Date, will comply, in all material respects, with the applicable provisions of the Securities Act and the Trust Indenture Act of 1939, as amended (the "1939 Act"), and the applicable rules and regulations of the Commission thereunder; the Registration Statement, at the time and date it was declared effective by the Commission, did not 2 contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Date, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties in this subparagraph (b) shall not apply to statements or omissions made in reliance upon and in conformity with information furnished herein or in writing to the Company by the Representative or by or on behalf of any Underwriter through the Representative expressly for use in the Prospectus or to any statements in or omissions from the Statement of Eligibility (Form T-1) of the Trustee. The Incorporated Documents, when they were filed with the Commission, complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and any documents so filed and incorporated by reference subsequent to the date hereof and prior to the termination of the offering of the Securities by the Underwriters will, when they are filed with the Commission, comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; and, when read together with the Registration Statement and the Prospectus, none of such documents included or includes or will include any untrue statement of a material fact or omitted or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Florida; has corporate power and authority to own, lease and operate its properties and to conduct its business as contemplated under this Agreement and the other agreements to which it is a party; and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the business, properties, results of operations or financial condition of the Company. (d) The historical financial statements incorporated by reference in the Registration Statement present fairly the financial condition and operations of the Company at the respective dates or for the respective periods to which they apply; such financial statements have been prepared in each case in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except that the quarterly financial statements incorporated by reference from any Quarterly Reports on Form 10-Q contain condensed footnotes prepared in accordance with applicable Exchange Act rules and regulations; and any accounting firms that have audited any of the financial statements are independent public or independent certified public accountants as required by the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder. 3 (e) Except as reflected in, or contemplated by, the Registration Statement and the Prospectus, since the respective dates as of which information is given in the Registration Statement and Prospectus, and prior to the Closing Date, (i) there has not been any material adverse change in the business, properties, results of operations or financial condition of the Company, (ii) there has not been any material transaction entered into by the Company other than transactions contemplated by the Registration Statement and Prospectus or transactions arising in the ordinary course of business and (iii) the Company has no material contingent obligation that is not disclosed in the Registration Statement and Prospectus that could likely result in a material adverse change in the business, properties, results of operations or financial condition of the Company. (f) The Company has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the fulfillment of the terms hereof on the part of the Company to be fulfilled have been duly authorized by all necessary corporate action of the Company in accordance with the provisions of its articles of incorporation, as amended (the "Charter"), by-laws and applicable law; and the Securities, when issued and delivered as provided herein, will constitute legal, valid and binding obligations of the Company in accordance with their terms subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting mortgagees' and other creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity and except for the effect on enforceability of federal or state law limiting, delaying or prohibiting the making of payments outside the United States; provided, however, that certain remedies, waivers and other provisions of the Securities may not be enforceable, but such unenforceability will not render the Securities invalid as a whole or affect the judicial enforcement of (i) the obligation of the Company to repay the principal, together with the interest thereon as provided in the Securities or (ii) the right of the Trustee to exercise its right to foreclose under the Mortgage. (g) The consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, the Charter, the Company's by-laws, applicable law or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is now a party or any judgment, order, writ or decree of any government or governmental authority or agency or court having jurisdiction over the Company or any of its assets, properties or operations that, in the case of any such breach or default, would have a material adverse effect on the business, properties, results of operations or financial condition of the Company. (h) The Securities conform in all material respects to the description contained in the Prospectus. (i) The Company does not have any significant subsidiaries as defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act. 4 (j) The Mortgage (A) has been duly authorized, executed and delivered by the Company, and, assuming due authorization, execution and delivery of the Supplemental Indenture by the Trustee, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity and except for the effect on enforceability of federal or state law limiting, delaying or prohibiting the making of payments outside the United States); and (B) conforms in all material respects to the description thereof in the Prospectus. The Mortgage has been qualified under the 1939 Act. (k) The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"). (l) Except as described in or contemplated by the Prospectus, there are no pending actions, suits or proceedings (regulatory or otherwise) against or affecting the Company or its properties that are likely in the aggregate to result in any material adverse change in the business, properties, results of operations or financial condition of the Company, or that are likely in the aggregate to materially and adversely affect the Mortgage, the Securities or the consummation of this Agreement or the transactions contemplated herein or therein. (m) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions herein contemplated or for the due execution, delivery or performance of the Indenture by the Company, except such as have already been made or obtained or as may be required under the Securities Act or state securities laws and except for the qualification of the Indenture under the 1939 Act. 4. Purchase and Sale. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, severally and not jointly, and each such Underwriter agrees, severally and not jointly, to purchase from the Company, the respective principal amount of Securities of each series set forth opposite the name of such Underwriter in Schedule II hereto at the purchase price set forth in Schedule I hereto. 5. Reoffering by Underwriters. The Underwriters agree to make promptly a bona fide public offering of the Securities to the public for sale as set forth in the Prospectus, subject, however, to the terms and conditions of this Agreement. 6. Time and Place of Closing; Default of Underwriters. (a) Payment for the Securities shall be made at the place, time and date specified in Schedule I hereto against delivery of the Securities at the office of First 5 Chicago Trust Company of New York, 151 West 51st Street, 5th Floor, New York, New York 10019, or such other place, time and date as the Representative and the Company may agree. The hour and date of such delivery and payment are herein called the "Closing Date." Payment for the Securities shall be by wire transfer of immediately available funds against delivery to The Depository Trust Company or to First Chicago Trust Company of New York, as custodian for The Depository Trust Company, in fully registered global form registered in the name of CEDE & Co., as nominee for the Depository Trust Company, for the respective accounts specified by the Representative not later than the close of business on the business day prior to the Closing Date or such other date and time not later than the Closing Date as agreed by The Depository Trust Company or First Chicago Trust Company of New York. For the purpose of expediting the checking of the certificates by the Representative, the Company agrees to make the Securities available to the Representative not later than 10:00 A.M. New York time, on the last full business day prior to the Closing Date at said office of First Chicago Trust Company of New York. (b) If one or more Underwriters shall, for any reason other than a reason permitted hereunder, fail to take up and pay for the principal amount of the Securities of any series to be purchased by such one or more Underwriters, the Company shall immediately notify the Representative, and the non-defaulting Underwriters shall be obligated to take up and pay for (in addition to the respective principal amount of the Securities of such series set forth opposite their respective names in Schedule II hereto) the principal amount of such series that the Securities that such defaulting Underwriter or Underwriters failed to take up and pay for, up to a principal amount thereof equal to, in the case of each such non-defaulting Underwriter, 10% of the principal amount of the Securities of such series set forth opposite the name of such non-defaulting Underwriter in said Schedule II, and such non-defaulting Underwriters shall have the right, within 24 hours of receipt of such notice, either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another Underwriter or Underwriters, satisfactory to the Company, to take up and pay for the remaining principal amount of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase. If any unpurchased Securities still remain, then the Company or the Representative shall be entitled to an additional period of 24 hours within which to procure another party or parties, members of the National Association of Securities Dealers, Inc. (or if not members of such Association, who are not eligible for membership in said Association and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with said Association's Conduct Rules) and satisfactory to the Company, to purchase or agree to purchase such unpurchased Securities on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date for a period not to exceed three full business days from the date agreed upon in accordance with this paragraph 6, in order that the necessary changes in the Registration Statement and Prospectus and any other documents and arrangements may be effected. If (i) neither the non-defaulting Underwriters nor the Company has arranged for the purchase of such unpurchased Securities by another party or parties as above provided and (ii) the Company and the non-defaulting Underwriters have not mutually agreed to offer and sell the Securities other than the unpurchased Securities, 6 then this Agreement shall terminate without any liability on the part of the Company or any Underwriter (other than an Underwriter that shall have failed or refused, in accordance with the terms hereof, to purchase and pay for the principal amount of the Securities that such Underwriter has agreed to purchase as provided in paragraph 4 hereof), except as otherwise provided in paragraph 7 and paragraph 8 hereof. 7. Covenants of the Company. The Company covenants with each Underwriter that: (a) As soon as reasonably possible after the execution and delivery of this Agreement, the Company will file the Prospectus with the Commission pursuant to Rule 424, setting forth, among other things, the necessary information with respect to the terms of offering of the Securities. Upon request, the Company will promptly deliver to the Representative and to counsel for the Underwriters, to the extent not previously delivered, one fully executed copy or one conformed copy, certified by an officer of the Company, of the Registration Statement, as originally filed, and of all amendments thereto, heretofore or hereafter made (other than those relating solely to Registered Securities other than the Securities), including any post-effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Representative), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to the Representative for distribution to the Underwriters as many conformed copies of the foregoing (excluding the exhibits, but including all documents incorporated therein) as the Representative may reasonably request. The Company will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Prospectus and the Preliminary Prospectus as the Representative may reasonably request for the purposes required by the Securities Act. (b) During such period (not exceeding nine months) after the commencement of the offering of the Securities as the Underwriters may be required by law to deliver a Prospectus, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Representative shall occur, which in the opinion of the Company or the Representative should be set forth in a supplement to or an amendment of the Prospectus in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser, or if it is necessary to amend the Prospectus to comply with the Securities Act, the Company will forthwith at its expense prepare and furnish to the Underwriters and dealers named by the Representative a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus that will supplement or amend the Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading. In case any Underwriter is required to deliver a Prospectus after the expiration of nine months after the commencement of the offering of the Securities, the Company, upon the request of the Representative, will furnish to the Representative, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Prospectus, complying with Section 10(a) of the Securities Act. 7 (c) The Company will make generally available to its security holders, as soon as reasonably practicable, but in any event not later than 16 months after the end of the fiscal quarter in which the filing of the Prospectus pursuant to Rule 424 occurs, an earning statement (in form complying with the provisions of Section 11(a) of the Securities Act, which need not be certified by independent public accountants) covering a period of twelve months beginning not later than the first day of the Company's fiscal quarter next following the filing of the Prospectus pursuant to Rule 424. (d) The Company will use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior to the Closing Date and to satisfy all conditions precedent to the delivery by it of the Securities. (e) As soon as reasonably possible after the Closing Date, the Company will cause the Supplemental Indenture to be recorded in all recording offices in the State of Florida in which the property intended to be subject to the lien of the Mortgage is located. (f) The Company will advise the Representative, or the Representative's counsel, promptly of the filing of the Prospectus pursuant to Rule 424 and of any amendment or supplement to the Prospectus or Registration Statement or of official notice of institution of proceedings for, or the entry of, a stop order suspending the effectiveness of the Registration Statement and, if such a stop order should be entered, use its best efforts to obtain the prompt removal thereof. (g) The Company will use its best efforts to qualify the Securities, as may be required, for offer and sale under the Blue Sky or legal investment laws of such jurisdictions as the Representative may designate and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions; provided, however, that the Company shall not be required to qualify as a foreign corporation or dealer in securities, or to file any general consents to service of process, under the laws of any jurisdiction. (h) Prior to the termination of the offering of the Securities, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus which shall not have previously been furnished to the Representative or of which the Representative shall not previously have been advised or to which the Representative shall reasonably object in writing and which has not been approved by the Underwriter(s) or their counsel acting on behalf of the Underwriters. 8. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the printing and filing of the Registration Statement and the printing of this Agreement, (ii) the delivery of the Securities to the Underwriters, (iii) the fees and disbursements of the Company's counsel and accountants, (iv) the expenses in connection with the qualification of the Securities under securities laws in accordance with the provisions of paragraph 7(g), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith, such fees and disbursements not to exceed $7,500, (v) the printing and delivery to the Underwriters of copies of the Registration Statement and all amendments thereto, of the preliminary prospectuses, and 8 of the Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of the Blue Sky Survey and (vii) the preparation, execution, filing and recording by the Company of the Supplemental Indenture (such filing and recordation to be promptly made after execution and delivery of the Supplemental Indenture to the Trustee under the Mortgage in the counties in which the mortgaged property of the Company is located); and the Company will pay all taxes, if any (but not including any transfer taxes), on the issue of the Securities and the filing and recordation of the Supplemental Indenture. The fees and disbursements of Underwriters' counsel shall be paid by the Underwriters (subject, however, to the provisions of this paragraph 8 requiring payment by the Company of fees and disbursements not to exceed $7,500); provided, however, that if this Agreement is terminated in accordance with the provisions of paragraph 9, 10 or 12 hereof, the Company shall reimburse the Representative for the account of the Underwriters for the fees and disbursements of Underwriters' counsel. The Company shall not be required to pay any amount for any expenses of the Representative or of any other of the Underwriters except as provided in paragraph 7 hereof and in this paragraph 8. The Company shall not in any event be liable to any of the Underwriters for damages on account of the loss of anticipated profit. 9. Conditions of Underwriters' Obligations. The several obligations of the Underwriters to purchase and pay for the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company as of the date hereof and the Closing Date, to the performance by the Company of its obligations to be performed hereunder prior to the Closing Date, and to the following further conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect on the Closing Date and no proceedings for that purpose shall be pending before, or, to the Company's knowledge, threatened by, the Commission on the Closing Date. The Representative shall have received, prior to payment for the Securities, a certificate dated the Closing Date and signed by the Chairman, President, Treasurer or a Vice President of the Company to the effect that no such stop order is in effect and that no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. (b) At the time of execution of this Agreement, or such later date as shall have been consented to by the Representative, there shall have been issued, and on the Closing Date there shall be in full force and effect, an order of the Florida Public Service Commission authorizing the issuance and sale of the Securities, which shall not contain any provision unacceptable to the Representative by reason of its being materially adverse to the Company (it being understood that no such order in effect on the date of this Agreement and heretofore furnished to the Representative or counsel for the Underwriters contains any such unacceptable provision). (c) At the Closing Date, the Representative shall receive favorable opinions from: (1) Hunton & Williams, counsel to the Company, which opinion shall be satisfactory in form and substance to counsel for the Underwriters, and (2) Dewey Ballantine LLP, counsel for the Underwriters, in each of which opinions (except as to subdivision (vi) (as to documents incorporated by reference, at the time they were filed with the Commission) as to which Dewey Ballantine LLP need express no opinion) said 9 counsel may rely as to all matters of Florida law upon the opinion of R. Alexander Glenn, Associate General Counsel of Progress Energy Service Company LLC, acting as Counsel to the Company, to the effect that: (i) The Mortgage has been duly and validly authorized by all necessary corporate action (with this opinion required in the Hunton & Williams and Dewey Ballantine LLP opinions only as to the original Indenture dated as of January 1, 1944 and the Supplemental Indentures subsequent to, but not including, the Thirty-Eighth Supplemental Indenture), has been duly and validly executed and delivered by the Company (with this opinion required in the Hunton & Williams and Dewey Ballantine LLP opinions only as to the original Indenture dated as of January 1, 1944 and the Supplemental Indentures subsequent to, but not including, the Thirty-Eighth Supplemental Indenture), and is a valid and binding mortgage of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting mortgagees' and other creditors' rights and general equitable principles and any implied covenant of good faith and fair dealing (with this opinion required in the Hunton & Williams and Dewey Ballantine LLP opinions only as to the original Indenture dated as of January 1, 1944 and the Supplemental Indentures subsequent to, but not including, the Thirty-Eighth Supplemental Indenture); provided, however, that certain remedies, waivers and other provisions of the Mortgage may not be enforceable, but such unenforceability will not render the Mortgage invalid as a whole or affect the judicial enforcement of (i) the obligation of the Company to repay the principal, together with the interest thereon as provided in the Securities or (ii) the right of the Trustee to exercise its right to foreclose under the Mortgage; (ii) The Mortgage has been duly qualified under the 1939 Act; (iii) Assuming authentication of the Securities by the Trustee in accordance with the Mortgage and delivery of the Securities to and payment for the Securities by the Underwriters, as provided in this Agreement, the Securities have been duly and validly authorized, executed and delivered and are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting mortgagees' and other creditors' rights and general equitable principles and any implied covenant of good faith and fair dealings, and are entitled to the benefits of the security afforded by the Mortgage, and are secured equally and ratably with all other bonds outstanding under the Mortgage except insofar as any sinking or other fund may afford additional security for the bonds of any particular series; (iv) The statements made in the Prospectus under the caption "Description of First Mortgage Bonds" and in the Prospectus Supplement under the captions "Certain Terms of the Bonds" and "Description of First Mortgage Bonds," insofar as they purport to constitute summaries of the documents referred to therein, are accurate summaries in all material respects; 10 (v) This Agreement has been duly and validly authorized, executed and delivered by the Company; (vi) The Registration Statement, at the time and date it was declared effective by the Commission, and the Preliminary Prospectus and the Prospectus, at the time each was filed with, or transmitted for filing to, the Commission pursuant to Rule 424 (except as to the financial statements and other financial and statistical data constituting a part thereof or incorporated by reference therein, upon which such opinions need not pass), complied as to form in all material respects with the requirements of the Securities Act and the 1939 Act and the applicable instructions, rules and regulations of the Commission thereunder; the documents or portions thereof filed with the Commission pursuant to the Exchange Act and deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus pursuant to Item 12 of Form S-3 (except as to financial statements and other financial and statistical data constituting a part thereof or incorporated by reference therein and that part of the Registration Statement that constitutes the Statement of Eligibility on Form T-1, upon which such opinions need not pass), at the time they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the applicable instructions, rules and regulations of the Commission thereunder; the Registration Statement has become effective under the Securities Act and, to the best of the knowledge of said counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and not withdrawn, and no proceedings for a stop order with respect thereto are threatened or pending under Section 8 of the Securities Act; (vii) Nothing has come to the attention of said counsel that would lead them to believe that the Registration Statement, at the time and date it was declared effective by the Commission, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and nothing has come to the attention of said counsel that would lead them to believe that (x) the Preliminary Prospectus, at the time it was filed with, or transmitted for filing to, the Commission pursuant to Rule 424, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (y) the Prospectus, at the time it was filed with, or transmitted for filing to, the Commission pursuant to Rule 424 or, as amended or supplemented, at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as to financial statements and other financial and statistical data constituting a part of the Registration Statement, the Preliminary Prospectus or the Prospectus or incorporated by reference therein and that part of the Registration Statement that constitutes the Statement of Eligibility on Form T-1, upon which such opinions need not pass); 11 (d) At the Closing Date, the Representative shall receive from R. Alexander Glenn, Associate General Counsel of Progress Energy Service Company, LLC, acting as Counsel to the Company, a favorable opinion in form and substance satisfactory to counsel for the Underwriters, to the same effect with respect to the matters enumerated in subdivisions (i) through (v) and subdivision (vii) of subparagraph (c) of this paragraph 9 as the opinions required by said subparagraph (c), and to the further effect that: (i) The Company is a validly organized and existing corporation under the laws of the State of Florida; (ii) The Company is duly authorized by its Charter to conduct the business that it is now conducting as set forth in the Prospectus; (iii) The Company is an electrical utility engaged in the business of generating, transmitting, distributing and selling electric power to the general public in the State of Florida; (iv) The Company has valid and subsisting franchises, licenses and permits adequate for the conduct of its business, except where the failure to hold such franchises, licenses and permits would not have a material adverse effect on the business, properties, results of operations or financial condition of the Company; (v) The Company has good and marketable title, with minor exceptions, restrictions and reservations in conveyances, and defects that are of the nature ordinarily found in properties of similar character and magnitude and that, in his opinion, will not in any substantial way impair the security afforded by the Mortgage, to all the properties described in the granting clauses of the Mortgage and upon which the Mortgage purports to create a lien. The description in the Mortgage of the above-mentioned properties is legally sufficient to constitute the Mortgage a lien upon said properties, including without limitation properties hereafter acquired by the Company (other than those expressly excepted and reserved therefrom). Said properties constitute substantially all the permanent physical properties and franchises (other than those expressly excepted and reserved therefrom) of the Company and are held by the Company free and clear of all liens and encumbrances except the lien of the Mortgage and excepted encumbrances, as defined in the Mortgage. The properties of the Company are subject to liens for current taxes, which it is the practice of the Company to pay regularly as and when due. The Company has easements for rights-of-way adequate for the operations and maintenance of its transmission and distribution lines that are not constructed upon public highways. The Company has followed the practice generally of acquiring (i) certain rights-of-way and easements and certain small parcels of fee property appurtenant thereto and for use in conjunction therewith and (ii) certain other properties of small or inconsequential value, without an examination of title and, as to the title to lands affected by said rights-of-way and easements, of not examining the title of the lessor or grantor whenever the lands affected by such rights-of-way and easements are not of such 12 substantial value as in the opinion of the Company to justify the expense attendant upon examination of titles in connection therewith. In the opinion of said counsel, such practice of the Company is consistent with sound economic practice and with the method followed by other companies engaged in the same business and is reasonably adequate to assure the Company of good and marketable title to all such property acquired by it. It is the opinion of said counsel that any such conditions or defects as may be covered by the above recited exceptions are not substantial and would not materially interfere with the Company's use of such properties or with its business operations. The Company has the right of eminent domain in the State of Florida under which it may, if necessary, perfect or obtain title to privately owned land or acquire easements or rights-of-way required for use or used by the Company in its public utility operations; (vi) The Mortgage has been recorded and filed in such manner and in such places as may be required by law in order fully to preserve and protect, in all material respects, the security of the bondholders and all rights of the Trustee thereunder; and the Supplemental Indenture relating to the Securities is in proper form for filing for record both as a real estate mortgage and as a security interest in all counties in the State of Florida in which any of the property (except as any therein or in the Mortgage are expressly excepted) described therein or in the Mortgage as subject to the lien of the Mortgage is located and, upon such recording, the Supplemental Indenture will constitute adequate record notice to perfect the lien of the Mortgage, and preserve and protect, in all material respects, the security of the bondholders and all rights of the Trustee, as to all mortgaged and pledged property acquired by the Company subsequent to the recording of the Fortieth Supplemental Indenture and prior to the recording of the Supplemental Indenture; (vii) The Mortgage constitutes a valid, direct and first mortgage lien of record upon all franchises and properties now owned by the Company (other than those expressly excepted therefrom and other than those franchises and properties which are not, individually or in the aggregate, material to the Company or the security afforded by the Mortgage) situated in the State of Florida, as described or referred to in the granting clauses of the Mortgage, subject to the exceptions as to bankruptcy, insolvency and other laws stated in subdivision (i) of subparagraph (c) above; (viii) The issuance and sale of the Securities have been duly authorized by all necessary corporate action on the part of the Company; (ix) An order has been entered by the Florida Public Service Commission authorizing the issuance and sale of the Securities, and to the best of the knowledge of said counsel, said order is still in force and effect; and no further filing with, approval, authorization, consent or other order of any public board or body (except such as have been obtained under the Securities Act and as may be required under the state securities or Blue Sky laws of any jurisdiction) is legally 13 required for the consummation of the transactions contemplated in this Agreement; (x) Except as described in or contemplated by the Prospectus, there are no pending actions, suits or proceedings (regulatory or otherwise) against the Company or any properties that are likely, in the aggregate, to result in any material adverse change in the business, properties, results of operations or financial condition of the Company or that are likely, in the aggregate, to materially and adversely affect the Mortgage, the Securities or the consummation of this Agreement, or the transactions contemplated herein or therein; and (xi) The consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not (i) result in a breach of any of the terms or provisions of, or constitute a default under, the Charter or the Company's by-laws or (ii) result in a material breach of any terms or provisions of, or constitute a default under, any applicable law, indenture, mortgage, deed of trust or other agreement or instrument to which the Company is now a party or any judgment, order, writ or decree of any government or governmental authority or agency or court having jurisdiction over the Company or any of its assets, properties or operations that, in the case of any such breach or default, would have a material adverse effect on business, properties, results of operations or financial condition of the Company. (e) The Representative shall have received on the date hereof and shall receive on the Closing Date from each of Deloitte & Touche LLP and KPMG LLP, a letter addressed to the Representative containing statements and information of the type ordinarily included in accountants' SAS 72 "comfort letters" to underwriters with respect to the audit reports, financial statements and certain financial information contained in or incorporated by reference into the Prospectus. (f) At the Closing Date, the Representative shall receive a certificate of the Chairman, President, Treasurer or a Vice President of the Company, dated the Closing Date, to the effect that the representations and warranties of the Company in this Agreement are true and correct as of the Closing Date. (g) All legal proceedings taken in connection with the sale and delivery of the Securities shall have been satisfactory in form and substance to counsel for the Underwriters, and the Company, as of the Closing Date, shall be in compliance with any governing order of the Florida Public Service Commission, except where the failure to comply with such order would not be material to the offering or validity of the Securities. In case any of the conditions specified above in this paragraph 9 shall not have been fulfilled or waived by 2:00 P.M. on the Closing Date, this Agreement may be terminated by the Representative by delivering written notice thereof to the Company. Any such termination shall be without liability of any party to any other party except as otherwise provided in paragraphs 7 and 8 hereof. 14 10. Conditions of the Company's Obligations. The obligations of the Company to deliver the Securities shall be subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect on the Closing Date, and no proceedings for that purpose shall be pending before or threatened by the Commission on the Closing Date. (b) Prior to 12:00 Noon, New York time, on the day following the date of this Agreement, or such later date as shall have been consented to by the Company, there shall have been issued and on the Closing Date there shall be in full force and effect an order of the Florida Public Service Commission authorizing the issuance and sale by the Company of the Securities, which shall not contain any provision unacceptable to the Company by reason of its being materially adverse to the Company (it being understood that the order in effect as of the date of this Agreement contains any such unacceptable provision). In case any of the conditions specified in this paragraph 10 shall not have been fulfilled at the Closing Date, this Agreement may be terminated by the Company by delivering written notice thereof to the Representative. Any such termination shall be without liability of any party to any other party except as otherwise provided in paragraphs 7 and 8 hereof. 11. Indemnification. (a) The Company agrees to indemnify and hold harmless each Underwriter, each officer and director of each Underwriter and each person who controls any Underwriter within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject and to reimburse each such Underwriter, each such officer and director, and each such controlling person for any legal or other expenses (including to the extent hereinafter provided, reasonable counsel fees) incurred by them, when and as incurred, in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, or in the Registration Statement or Prospectus as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the indemnity agreement contained in this paragraph 11 shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by any Underwriter through the Representative expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus, or any amendment or supplement to any thereof, or arising out of, or based upon, statements in or omissions from that part of the Registration Statement that shall constitute the Statement of Eligibility under the 1939 15 Act (Form T-1) of the Trustee, and provided, further, that the indemnity agreement contained in this paragraph 11 shall not inure to the benefit of any Underwriter (or of any person controlling such Underwriter) on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of the Securities to any person if a copy of the Prospectus (excluding documents incorporated by reference therein) shall not have been given or sent to such person by or on behalf of such Underwriter with or prior to the written confirmation of the sale involved, unless such Prospectus failed to correct the omission or misstatement. The indemnity agreement of the Company contained in this paragraph 11 and the representations and warranties of the Company contained in paragraph 3 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, and such officer or director or any such controlling person and shall survive the delivery of the Securities. The Underwriters agree to notify promptly the Company, and each other Underwriter, of the commencement of any litigation or proceedings against them or any of them, or any such officer or director or any such controlling person, in connection with the sale of the Securities. (b) Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Company, its officers and directors, and each person who controls the Company within the meaning of Section 15 of the Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them, when and as incurred, in connection with investigating any such losses, claims, damages, or liabilities, or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus or the Prospectus as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by such Underwriter or through the Representative on behalf of such Underwriter expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment or supplement to any thereof. The indemnity agreement of all the respective Underwriters contained in this paragraph 11 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Company or any other Underwriter, or any such officer or director or any such controlling person, and shall survive the delivery of the Securities. The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers or directors, or any such controlling person, in connection with the sale of the Securities. (c) The Company and each of the Underwriters agree that, upon the receipt of notice of the commencement of any action against it, its officers or directors, or any person controlling it as aforesaid, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give written 16 notice of the commencement thereof to the party or parties against whom indemnity shall be sought hereunder. The Company and each of the Underwriters agree that the notification required by the preceding sentence shall be a material term of this Agreement. The omission so to notify such indemnifying party or parties of any such action shall relieve such indemnifying party or parties from any liability that it or they may have to the indemnified party on account of any indemnity agreement contained herein if such indemnifying party was materially prejudiced by such omission, but shall not relieve such indemnifying party or parties from any liability that it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party (or parties) and satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional counsel retained by them; but if the indemnifying party shall elect not to assume the defense of such action, such indemnifying parties will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them, as such expenses are incurred; provided, however, if the defendants (including any impleaded parties) in any such action include both the indemnified party and the indemnifying party, and counsel for the indemnified party shall have concluded, in its reasonable judgment, that there may be a conflict of interest involved in the representation by such counsel of both the indemnifying party and the indemnified party, the indemnified party or parties shall have the right to select separate counsel, satisfactory to the indemnifying party, to participate in the defense of such action on behalf of such indemnified party or parties (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to one local counsel) representing the indemnified parties who are parties to such action). Each of the Company and the several Underwriters agrees that without the other party's prior written consent, which consent shall not be unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment in any claim in respect of which indemnification may be sought under the indemnification provisions of this Agreement, unless such settlement, compromise or consent (i) includes an unconditional release of such other party from all liability arising out of such claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such other party. (d) If the indemnification provided for in subparagraphs (a) or (b) above is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the 17 one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions that resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on such cover. The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subparagraph (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above in this subparagraph (d). The rights of contribution contained in this Section 11 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter of the Company and shall survive delivery of the Securities. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this subparagraph (d), each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company. The Underwriters' respective obligations to contribute pursuant to this subparagraph (d) are several in proportion to the number of Securities set forth opposite their respective names in Schedule II hereto and not joint. (e) For purposes of this paragraph 11, it is understood and agreed that the only information provided by the Underwriters expressly for use in the Registration Statement and Prospectus were the following parts of the section titled "Underwriting": the second, third and fourth sentences of the second paragraph, the third sentence of the third paragraph, all of the fourth paragraph, and all of the fifth paragraph. 12. Termination Date of this Agreement. This Agreement may be terminated by the Representative at any time prior to the Closing Date by delivering written notice thereof to the Company, if on or after the date of this Agreement but prior to such time (a) there shall have occurred any general suspension of trading in securities on the New York Stock Exchange, or there shall have been established by the New York Stock Exchange or by the Commission or by any federal or state agency or by the decision of any court, any limitation on prices for such 18 trading or any restrictions on the distribution of securities or (b) there shall have occurred any new outbreak of hostilities including, but not limited to, significant escalation of hostilities that existed prior to the date of this Agreement or any national or international calamity or crisis, or any material adverse change in the financial markets of the United States, the effect of which outbreak, escalation, calamity or crisis, or material adverse change on the financial markets of the United States shall be such as to make it impracticable, in the reasonable judgment of the Representative, for the Underwriters to enforce contracts for the sale of the Securities, or (c) the Company shall have sustained a substantial loss by fire, flood, accident or other calamity that renders it impracticable, in the reasonable judgment of the Representative, to consummate the sale of the Securities and the delivery of the Securities by the several Underwriters at the initial public offering price, or (d) there shall have been any downgrading or any notice of any intended or potential downgrading in the rating accorded the Company's securities by any "nationally recognized statistical rating organization" as that term is defined by the Commission for the purposes of Securities Act Rule 436(g)(2), or any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Securities, or any of the Company's other outstanding debt, the effect of which in the reasonable judgment of the Representative, makes it impracticable or inadvisable to consummate the sale of the Securities and the delivery of the Securities by the several Underwriters at the initial public offering price or (e) there shall have been declared, by either federal or New York authorities, a general banking moratorium. This Agreement may also be terminated at any time prior to the Closing Date if in the reasonable judgment of the Representative the subject matter of any amendment or supplement to the Registration Statement or Prospectus (other than an amendment or supplement relating solely to the activity of any Underwriter or Underwriters) filed after the execution of this Agreement shall have materially impaired the marketability of the Securities. Any termination hereof pursuant to this paragraph 12 shall be without liability of any party to any other party except as otherwise provided in paragraphs 7 and 8. 13. Miscellaneous. The validity and interpretation of this Agreement shall be governed by the laws of the State of New York. Unless otherwise specified, time of day refers to New York City time. This Agreement shall inure to the benefit of, and be binding upon, the Company, the several Underwriters, and with respect to the provisions of paragraph 11 hereof, the officers and directors and each controlling person referred to in paragraph 11 hereof, and their respective successors. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors" as used in this Agreement shall not include any purchaser, as such purchaser, of any of the Securities from any of the several Underwriters. 14. Notices. All communications hereunder shall be in writing or by telefax and, if to the Underwriters, shall be mailed, transmitted by any standard form of telecommunication or delivered to the Representative at the address set forth in Schedule I hereto and if to the Company, shall be mailed or delivered to it at 410 South Wilmington Street, Raleigh, North Carolina 27601, Attention: Thomas R. Sullivan, Treasurer. 15. Counterparts. This Agreement may be simultaneously executed in counterparts, each of which when so executed shall be deemed to be an original. Such counterparts shall together constitute one and the same instrument. 19 16. Defined Terms. Unless otherwise defined herein, capitalized terms used in this Underwriting Agreement shall have the meanings assigned to them in the Registration Statement. [The remainder of this page has been intentionally left blank.] 20 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed duplicate hereof whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. By: /s/ Peter M. Scott III ------------------------------- Authorized Representative Accepted as of the date first above written, as Underwriter named in, and as the Representative of the other Underwriters named in, Schedule II. BANC ONE CAPITAL MARKETS, INC. By: /s/ C. Victor Manny ------------------------------------- Authorized Representative SALOMON SMITH BARNEY INC. By: /s/ Howard Hiller ------------------------------------- Authorized Representative WACHOVIA SECURITIES, INC. By: /s/ Keith Mauney ------------------------------------- Authorized Representative 21 SCHEDULE I Underwriting Agreement dated February 18, 2003 Registration Statement Nos.: 333-63204 and pre-effective amendment no. 1 thereto, with respect to the $380,000,000 aggregate principal amount of the Company's First Mortgage Bonds and Debt Securities, which also constitutes Post-Effective Amendment No. 1 to Registration Statement Nos. 33-55273, 33-62210 and 333-29897, each discussed in further detail below. Post-Effective Amendment No. 1 to Registration Statement No. 33-55273, with respect to the $250,000,000 aggregate principal amount of the Company's First Mortgage Bonds and Debt Securities. Post-Effective Amendment No. 1 to Registration Statement No. 33-62210, with respect to the $120,000,000 aggregate principal amount of the Company's First Mortgage Bonds and Debt Securities, $50,000,000 of which were subsequently sold on July 18, 2001. Post-Effective Amendment No. 1 to Registration Statement No. 333-29897, with respect to the $250,000,000 aggregate principal amount of the Company's First Mortgage Bonds and Debt Securities, all of which were subsequently sold on July 18, 2001. Representative and Addresses: Banc One Capital Markets, Inc. 1 Bank One Plaza Chicago, IL 60670 Attention: Structuring and Execution Salomon Smith Barney Inc. 388 Greenwich Street New York, NY 10013 Attention: Peter Kind - Global Power Investment Banking Wachovia Securities, Inc. One First Union Center, TW-8 301 South College Street Charlotte, NC 28288 Attention: Jim Williams - Debt Capital Markets Supplemental Indenture: Forty-First, dated as of February 1, 2003 Designation: First Mortgage Bonds, 4.80% Series due 2013 Principal Amount: $425,000,000 Date of Maturity: March 1, 2013 22 Interest Rate: 4.80% per annum, payable March 1 and September 1 of each year, commencing September 1, 2003. Purchase Price: 98.994% of the principal amount thereof, plus no accrued interest to the date of payment and delivery. Public Offering Price: 99.644% of the principal amount thereof, plus no accrued interest to the date of payment and delivery. Designation: First Mortgage Bonds, 5.90% Series due 2033 Principal Amount: $225,000,000 Date of Maturity: March 1, 2033 Interest Rate: 5.90% per annum, payable March 1 and September 1 of each year, commencing September 1, 2003. Purchase Price: 98.871% of the principal amount thereof, plus no accrued interest to the date of payment and delivery. Public Offering Price: 99.746% of the principal amount thereof, plus no accrued interest to the date of payment and delivery. Redemption Terms of Each Series: Optional -- redeemable prior to maturity, in whole or in part, at the option of the Company at a make-whole redemption price (as defined and described in further detail in the prospectus supplement). Special -- redeemable prior to maturity, in whole but not in part, upon the occurrence of specific events, at the option of the Company at a make-whole redemption price (as defined and described in further detail in the prospectus supplement). Closing Date and Location: February 21, 2003 Hunton & Williams One Hannover Square, 14th Floor Raleigh, North Carolina 27601 23 SCHEDULE II

PRINCIPAL AMOUNT OF ------------------- UNDERWRITER 2013 BONDS 2033 BONDS ----------- ---------- ---------- Banc One Capital Markets, Inc.......................... $110,500,000 $ 58,500,000 Salomon Smith Barney Inc............................... $110,500,000 $ 58,500,000 Wachovia Securities, Inc............................... $110,500,000 $ 58,500,000 Mellon Financial Markets LLC........................... $ 29,750,000 $ 15,750,000 SunTrust Capital Markets, Inc.......................... $ 29,750,000 $ 15,750,000 BNY Capital Markets, Inc............................... $ 25,500,000 $ 13,500,000 M.R. Beal & Company.................................... $ 8,500,000 $ 4,500,000 ------------ ------------ TOTAL............................................ $425,000,000 $225,000,000

24 EX-4 4 g80810exv4.txt FORTY-FIRST SUPPLEMENTAL INDENTURE THIS INSTRUMENT WAS PREPARED UNDER THE SUPERVISION OF: R. ALEXANDER GLENN, ASSOCIATE GENERAL COUNSEL FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. 100 CENTRAL AVENUE ST. PETERSBURG, FLORIDA 33701 - -------------------------------------------------------------------------------- FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. TO FIRST CHICAGO TRUST COMPANY OF NEW YORK, TRUSTEE --------------------- FORTY-FIRST SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 1, 2003 -------------------- This is a security agreement covering personal property as well as a mortgage upon real estate and other property. SUPPLEMENT TO INDENTURE DATED AS OF JANUARY 1, 1944, AS SUPPLEMENTED - -------------------------------------------------------------------------------- TABLE OF CONTENTS*

PAGE ---- RECITALS.......................................................................................................... 2 GRANTING LANGUAGE................................................................................................. 5 ARTICLE I--THE NEW SERIES BONDS................................................................................... 7 A. Creation of First Mortgage Bonds, 4.80% Series due 2013............................................. 7 B. Creation of First Mortgage Bonds, 5.90% Series due 2033............................................. 12 C. Form of The New Series Bonds........................................................................ 17 D. Payment of Interest on the New Series Bonds......................................................... 24 ARTICLE II--ADDITIONAL COVENANTS.................................................................................. 25 ARTICLE III--RESERVATION OF AMENDMENT............................................................................. 26 ARTICLE IV--CONSENT TO AMENDMENTS................................................................................. 26 ARTICLE V--SUNDRY PROVISIONS...................................................................................... 27 EXHIBITS: EXHIBIT A--RECORDING INFORMATION................................................................................ A-1 EXHIBIT B--PROPERTY DESCRIPTIONS................................................................................ B-1

- --------------- * The headings listed in this Table of Contents are for convenience only and should not be included for substantive purposes as part of this Supplemental Indenture. 2 RECITALS SUPPLEMENTAL INDENTURE, dated as of the 1st day of February 2003, made and entered into by and between FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC., a corporation of the State of Florida (hereinafter sometimes called the "Company"), party of the first part, and FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York trust company, whose address is 151 West 51st Street, 5th Floor, New York, New York 10019 (hereinafter sometimes called the "Trustee"), as Trustee, party of the second part. WHEREAS, the Company has heretofore executed and delivered an indenture of mortgage and deed of trust, titled the Indenture, dated as of January 1, 1944, and the same has been recorded in the public records of the counties listed on EXHIBIT A hereto, on the dates and in the official record books and at the page numbers listed thereon, and for the purpose of preventing the extinguishment of said Indenture under Chapter 712, Florida Statutes, the above-referred-to Indenture applicable to each county in which this instrument is recorded is hereby incorporated herein and made a part hereof by this reference thereto (said Indenture is hereinafter referred to as the "Original Indenture" and with the below-mentioned forty Supplemental Indentures and this Supplemental Indenture and all other indentures, if any, supplemental to the Original Indenture collectively referred to as the "Indenture"), in and by which the Company conveyed and mortgaged to the Trustee certain property therein described to secure the payment of all bonds of the Company to be issued thereunder in one or more series; and WHEREAS, pursuant to and under the terms of the Original Indenture, the Company issued $16,500,000 First Mortgage Bonds, 3 3/8% Series due 1974; and WHEREAS, subsequent to the date of the execution and delivery of the Original Indenture, the Company has from time to time executed and delivered forty indentures supplemental to the Original Indenture (collectively, the "Supplemental Indentures"), providing for the creation of additional series of bonds secured by the Original Indenture and/or for amendment of certain terms and provisions of the Original Indenture and of indentures supplemental thereto, such Supplemental Indentures, and the purposes thereof, being as follows:

SUPPLEMENTAL INDENTURE AND DATE PROVIDING FOR: - -------------------------------------- ---------------------------------------------------------- First July 1, 1946 $4,000,000 First Mortgage Bonds, 2 7/8% Series due 1974 Second November 1, 1948 $8,500,000 First Mortgage Bonds, 3 1/4% Series due 1978 Third July 1, 1951 $14,000,000 First Mortgage Bonds, 3 3/8% Series due 1981 Fourth November 1, 1952 $15,000,000 First Mortgage Bonds, 3 3/8% Series due 1982 Fifth November 1, 1953 $10,000,000 First Mortgage Bonds, 3 5/8% Series due 1983

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SUPPLEMENTAL INDENTURE AND DATE PROVIDING FOR: - -------------------------------------- ---------------------------------------------------------- Sixth July 1, 1954 $12,000,000 First Mortgage Bonds, 3 1/8% Series due 1984 Seventh July 1, 1956 $20,000,000 First Mortgage Bonds, 3 7/8% Series due 1986, and amendment of certain provisions of the Original Indenture Eighth July 1, 1958 $25,000,000 First Mortgage Bonds, 4 1/8% Series due 1988, and amendment of certain provisions of the Original Indenture Ninth October 1, 1960 $25,000,000 First Mortgage Bonds, 4 3/4% Series due 1990 Tenth May 1, 1962 $25,000,000 First Mortgage Bonds, 4 1/4% Series due 1992 Eleventh April 1, 1965 $30,000,000 First Mortgage Bonds, 4 5/8% Series due 1995 Twelfth November 1, 1965 $25,000,000 First Mortgage Bonds, 4 7/8% Series due 1995 Thirteenth August 1, 1967 $25,000,000 First Mortgage Bonds, 6 1/8% Series due 1997 Fourteenth November 1, 1968 $30,000,000 First Mortgage Bonds, 7% Series due 1998 Fifteenth August 1, 1969 $35,000,000 First Mortgage Bonds, 7 7/8% Series due 1999 Sixteenth February 1, 1970 Amendment of certain provisions of the Original Indenture Seventeenth November 1, 1970 $40,000,000 First Mortgage Bonds, 9% Series due 2000 Eighteenth October 1, 1971 $50,000,000 First Mortgage Bonds, 7 3/4% Series due 2001 Nineteenth June 1, 1972 $50,000,000 First Mortgage Bonds, 7 3/8% Series due 2002 Twentieth November 1, 1972 $50,000,000 First Mortgage Bonds, 7 1/4% Series A due 2002 Twenty-First June 1, 1973 $60,000,000 First Mortgage Bonds, 7 3/4% Series due 2003 Twenty-Second December 1, 1973 $70,000,000 First Mortgage Bonds, 8% Series A due 2003 Twenty-Third October 1, 1976 $80,000,000 First Mortgage Bonds, 8 3/4% Series due 2006 Twenty-Fourth April 1, 1979 $40,000,000 First Mortgage Bonds, 6 3/4-6 7/8% Series due 2004-2009 Twenty-Fifth April 1, 1980 $100,000,000 First Mortgage Bonds, 13 5/8% Series due 1987 Twenty-Sixth November 1, 1980 $100,000,000 First Mortgage Bonds, 13.30% Series A due 1990

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SUPPLEMENTAL INDENTURE AND DATE PROVIDING FOR: - -------------------------------------- ---------------------------------------------------------- Twenty-Seventh November 15, 1980 $38,000,000 First Mortgage Bonds, 10-10 1/4% Series due 2000-2010 Twenty-Eighth May 1, 1981 $50,000,000 First Mortgage Bonds, 9 1/4% Series A due 1984 Twenty-Ninth September 1, 1982 Amendment of certain provisions of the Original Indenture Thirtieth October 1, 1982 $100,000,000 First Mortgage Bonds, 13 1/8% Series due 2012 Thirty-First November 1, 1991 $150,000,000 First Mortgage Bonds, 8 5/8% Series due 2021 Thirty-Second December 1, 1992 $150,000,000 First Mortgage Bonds, 8% Series due 2022 Thirty-Third December 1, 1992 $75,000,000 First Mortgage Bonds, 6 1/2% Series due 1999 Thirty-Fourth February 1, 1993 $80,000,000 First Mortgage Bonds, 6-7/8% Series due 2008 Thirty-Fifth March 1, 1993 $70,000,000 First Mortgage Bonds, 6-1/8% Series due 2003 Thirty-Sixth July 1, 1993 $110,000,000 First Mortgage Bonds, 6% Series due 2003 Thirty-Seventh December 1, 1993 $100,000,000 First Mortgage Bonds, 7% Series due 2023 Thirty-Eighth July 25, 1994 Appointment of First Chicago Trust Company of New York as successor Trustee and resignation of former Trustee and Co-Trustee Thirty-Ninth July 1, 2001 $300,000,000 First Mortgage Bonds, 6.650% Series due 2011 Fortieth July 1, 2002 $240,865,000 First Mortgage Bonds in three series as follows: (i) $108,550,000 Pollution Control Series 2002A Bonds due 2027; (ii) $100,115,000 Pollution Control Series 2002B Bonds due 2022; and (iii) $32,200,000 Pollution Control Series 2002C Bonds due 2018; and reservation of amendment of certain provisions of the Original Indenture

WHEREAS, the Supplemental Indentures have each been recorded in the public records of the counties listed on EXHIBIT A hereto, on the dates and in the official record books and at the page numbers listed thereon; and WHEREAS, subsequent to the date of the execution and delivery of the Fortieth Supplemental Indenture the Company has purchased, constructed or otherwise acquired certain property hereinafter referred to, and the Company desires by this Supplemental Indenture to confirm the lien of the Original Indenture on such property; and 5 WHEREAS, the Company desires by this Supplemental Indenture to create two new series of bonds to be designated as (i) First Mortgage Bonds, 4.80% Series due 2013 (the "2013 Bonds") and (ii) First Mortgage Bonds, 5.90% Series due 2033 (the "2033 Bonds" and together with the 2013 Bonds, sometimes herein collectively called the "New Series Bonds"), to be issued under the Original Indenture pursuant to Section 2.01 of the Original Indenture, and also desires to deliver to the Trustee prior to or simultaneously with the authentication and delivery of the initial issue of Six Hundred Fifty Million Dollars ($650,000,000) principal amount of New Series Bonds pursuant to Section 4.03 of the Original Indenture the documents and instruments required by said section; and WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under and by virtue of the Indenture, and pursuant to the resolutions of its Board of Directors (as defined in the Indenture, which definition includes any duly authorized committee of the Board of Directors, including the First Mortgage Bond Indenture Committee of the Board of Directors) has duly resolved and determined to make, execute and deliver to the Trustee a Supplemental Indenture in the form hereof for the purposes herein provided; and WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Florida Power Corporation d/b/a Progress Energy Florida, Inc., in consideration of the premises and of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued and to be issued under the Indenture, according to their tenor and effect, does hereby confirm the grant, sale, resale, conveyance, assignment, transfer, mortgage and pledge of the property described in the Original Indenture and the Supplemental Indentures (except such properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture), and hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto First Chicago Trust Company of New York, as Trustee, and to its successors in the trust and to its successors and assigns, forever, all property, real, personal and mixed, tangible and intangible, owned by the Company on the date of the execution of this Supplemental Indenture or which may be hereafter acquired by it, including (but not limited to) all property which it has acquired subsequent to the date of execution of the Fortieth Supplemental Indenture and situated in the State of Florida, including without limitation the property described on EXHIBIT B hereto (in all cases, except such property as is expressly excepted by the Original Indenture from the lien and operation thereof); and without in any way limiting or impairing by the enumeration of the same the scope and intent of the foregoing, all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, facilities for utilization of natural gas, street lighting 6 systems, if any, standards and other equipment incidental thereto, telephone, radio and television systems, microwave systems, facilities for utilization of water, steam heat and hot water plants, if any, all substations, lines, service and supply systems, bridges, culverts, tracks, offices, buildings and other structures and equipment and fixtures thereof; all machinery, engines, boilers, dynamos, electric machines, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, pipes, fittings, valves and connections, poles (wood, metal and concrete), and transmission lines, wires, cables, conductors, insulators, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents, licenses or permits; all lines for the distribution of electric current, gas, steam heat or water for any purpose including towers, poles (wood, metal and concrete), wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights-of-way and other rights in or relating to real estate or the use and occupancy of the same (except as herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted); all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore, or in the Original Indenture and said Supplemental Indentures, described. IT IS HEREBY AGREED by the Company that all the property, rights and franchises acquired by the Company after the date hereof (except any property herein or in the Original Indenture or any of the Supplemental Indentures expressly excepted) shall, subject to the provisions of Section 9.01 of the Original Indenture and to the extent permitted by law, be as fully embraced within the lien hereof as if such property, rights and franchises were now owned by the Company and/or specifically described herein and conveyed hereby. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to the aforesaid mortgaged property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 9.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid mortgaged property and every part and parcel thereof. TO HAVE AND TO HOLD THE SAME unto First Chicago Trust Company of New York, the Trustee, and its successors in the trust and its assigns forever, but IN TRUST NEVERTHELESS upon the terms and trusts set forth in the Indenture, for the benefit and security of those who shall hold the bonds and coupons issued and to be issued under the Indenture, without preference, priority or distinction as to lien of any of said bonds and coupons over any others thereof by reason or priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject, however, to the provisions of Sections 10.03 and 10.12 of the Original Indenture. SUBJECT, HOWEVER, to the reservations, exceptions, conditions, limitations and restrictions contained in the several deeds, servitudes and contracts or other instruments through which the Company acquired, and/or claims title to and/or enjoys the use of the aforesaid properties; and subject also to encumbrances of the character defined in the Original Indenture as "excepted encumbrances" in so far as the same may attach to any of the property embraced herein. 7 Without derogating from the security and priority presently afforded by the Indenture and by law for all of the bonds of the Company that have been, are being, and may in the future be, issued pursuant to the Indenture, for purposes of obtaining any additional benefits and security provided by Section 697.04 of the Florida Statutes, the following provisions of this paragraph shall be applicable. The Indenture also shall secure the payment of both principal and interest and premium, if any, on the bonds from time to time hereafter issued pursuant to the Indenture, according to their tenor and effect, and the performance and observance of all the provisions of the Indenture (including any indentures supplemental thereto and any modification or alteration thereof made as therein provided), whether the issuance of such bonds may be optional or mandatory, and for any purpose, within twenty (20) years from the date of this Supplemental Indenture. The total amount of indebtedness secured by the Indenture may decrease or increase from time to time, but the total unpaid balance so secured at any one time shall not exceed the maximum principal amount of $2,500,000,000.00, plus interest and premium, if any, as well as any disbursements made for the payment of taxes, levies or insurance on the property encumbered by the Indenture, with interest on those disbursements, plus any increase in the principal balance as the result of negative amortization or deferred interest. For purposes of Section 697.04 of the Florida Statutes, the Original Indenture, as well as all of the indentures supplemental thereto that have been executed prior to the date of this Supplemental Indenture, are incorporated herein by this reference with the same effect as if they had been set forth in full herein. And, upon the consideration hereinbefore set forth, the Company does hereby covenant and agree to and with the Trustee and its successors in trust under the Indenture for the benefit of those who shall hold bonds and coupons issued and to be issued under the Indenture, as follows: ARTICLE I THE NEW SERIES BONDS A. FIRST MORTGAGE BONDS, 4.80% SERIES DUE 2013 SECTION 1. The Company hereby creates a new series of bonds, not limited in principal amount except as provided in the Original Indenture, to be issued under and secured by the Original Indenture, to be designated by the title "First Mortgage Bonds, 4.80% Series due 2013." The initial issue of the 2013 Bonds shall consist of Four Hundred Twenty-Five Million Dollars ($425,000,000) principal amount thereof. Subject to the terms of the Indenture, the principal amount of the 2013 Bonds is unlimited. The Company may, at its option in the future, issue additional 2013 Bonds. The 2013 Bonds shall be issued only as registered bonds without coupons in the denomination of One Thousand Dollars ($1,000) or any integral multiple thereof. SECTION 2. (a) The 2013 Bonds shall be issued in registered form without coupons and shall be issued initially in the form of one or more Global Bonds (each such Global Bond, a "2013 Global Bond") to or on behalf of The Depository Trust Company ("DTC"), as Depositary therefor, and registered in the name of such Depositary or its nominee. Any 2013 Bonds to be issued or transferred to, or to be held by or on behalf of DTC as such Depositary or such nominee (or any 8 successor of such nominee) for such purpose shall bear the depositary legends in substantially the form set forth at the top of the form of 2013 Bonds in Section C of this Article I, unless otherwise agreed by the Company, and in the case of a successor Depositary, such legend or legends as such Depositary and/or the Company shall require and to which each shall agree, in each case such agreement to be confirmed in writing to the Trustee. Principal of, the Make-Whole Redemption Price (as defined below), if applicable, and interest on the 2013 Bonds will be payable, the transfer of 2013 Bonds will be registrable and 2013 Bonds will be exchangeable for 2013 Bonds bearing identical terms and provisions, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holders thereof at their registered address; and further provided, however, that with respect to a 2013 Global Bond, the Company may make payments of principal of, the Make-Whole Redemption Price, if applicable, and interest on such 2013 Global Bond pursuant to and in accordance with such arrangements as are agreed upon by the Company and the Depositary for such 2013 Global Bond. The 2013 Bonds shall have the terms set forth in the form of the New Series Bond set forth in Section C of this Article I. (b) Notwithstanding any other provision of Subsection A.2 of this Article I or of Section 2.03 of the Original Indenture, except as contemplated by the provisions of paragraph (c) below, a 2013 Global Bond may be transferred, in whole but not in part and in the manner provided in Section 2.03 of the Original Indenture, only to a nominee of the Depositary for such 2013 Global Bond, or to the Depositary, or to a successor Depositary for such 2013 Global Bond selected or approved by the Company, or to a nominee of such successor Depositary. (c) (1) If at any time the Depositary for a 2013 Global Bond notifies the Company that it is unwilling or unable to continue as the Depositary for such 2013 Global Bond or if at any time the Depositary for a 2013 Global Bond shall no longer be eligible or in good standing under any applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such 2013 Global Bond. If a successor Depositary for such 2013 Global Bond is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of 2013 Bonds in the form of definitive certificates in exchange for such 2013 Global Bond, will authenticate and deliver, without service charge, 2013 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the 2013 Global Bond in exchange for such 2013 Global Bond. Such 2013 Bonds will be issued to and registered in the name of such person or persons as are specified by the Depositary. (2) The Company may at any time and in its sole discretion determine that any 2013 Bonds issued or issuable in the form of one or more 2013 Global Bonds shall no longer be represented by such 2013 Global Bond or Bonds. In any such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of 2013 Bonds in the form of definitive certificates in exchange in whole or in part for such 2013 Global Bond or Bonds, will authenticate and deliver, without service charge, to each person specified by the Depositary, 2013 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such 2013 Global Bond or the 9 aggregate principal amount of such 2013 Global Bonds in exchange for such 2013 Global Bond or Bonds. (3) If the Company so elects in an officer's certificate, the Depositary may surrender 2013 Bonds issued in the form of a 2013 Global Bond in exchange in whole or in part for 2013 Bonds in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each person specified by such Depositary a new 2013 Bond or 2013 Bonds of like tenor and terms and any authorized denomination as requested by such person in aggregate principal amount equal to and in exchange for such person's beneficial interest in the 2013 Global Bond; and (B) to such Depositary a new 2013 Global Bond of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered 2013 Global Bond and the aggregate principal amount of 2013 Bonds delivered to holders thereof. (4) In any exchange provided for in any of the preceding three subparagraphs, the Company shall execute and the Trustee shall authenticate and deliver 2013 Bonds in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a 2013 Global Bond for 2013 Bonds in the form of definitive certificates, such 2013 Global Bond shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, 2013 Bonds issued in exchange for a 2013 Global Bond pursuant to Subsection A.2 of this Article I shall be registered in such names and in such authorized denominations as the Depositary for such 2013 Global Bond, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such 2013 Bonds to the persons in whose names the 2013 Bonds are so to be registered. (5) Any endorsement of a 2013 Global Bond to reflect the principal amount thereof, or any increase or decrease in such principal amount, shall be made in such manner and by such person or persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2013 Global Bond or in the Company order delivered or to be delivered pursuant to Section 4.07 of the Original Indenture with respect thereto. Subject to the provisions of Section 4.07 of the Original Indenture, the Trustee shall deliver and redeliver any such 2013 Global Bond in the manner and upon instructions given by the person or persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2013 Global Bond or in any applicable Company order. If a Company order pursuant to Section 4.07 of the Original Indenture is so delivered, any instructions by the Company with respect to such 2013 Global Bond contained therein shall be in writing but need not be accompanied by or contained in an officer's certificate and need not be accompanied by an opinion of counsel. (6) The Depositary or, if there be one, its nominee, shall be the holder of a 2013 Global Bond for all purposes under the Indenture and the 2013 Bonds and beneficial owners with respect to such 2013 Global Bond shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee and any bond registrar shall be entitled to deal with such Depositary for all purposes of the Indenture relating to such 2013 Global Bond (including 10 the payment of principal, the Make-Whole Redemption Price, if applicable, and interest and the giving of instructions or directions by or to the beneficial owners of such 2013 Global Bond as the sole holder of such 2013 Global Bond and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary)). None of the Company, the Trustee, any paying agent or bond registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a beneficial owner in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2013 Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. SECTION 3. February 21, 2003 shall be the date of the beginning of the first interest period for the 2013 Bonds. The 2013 Bonds shall be dated as provided in Section 2.01 of the Original Indenture. The 2013 Bonds shall be payable on March 1, 2013, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and shall bear interest, payable in like coin or currency, at the rate of 4.80% per annum, payable semiannually on March 1 and September 1 of each year (each an "Interest Payment Date") to the persons in whose names the 2013 Bonds are registered at the close of business on the tenth calendar day (excluding February 29th of any leap year) next preceding the Interest Payment Date (i.e., February 19 and August 22, respectively) (each a "Regular Record Date"), provided, however, that so long as the 2013 Bonds are registered in the name of DTC or its nominee, the Regular Record Date for interest payable shall be the close of business on the business day immediately preceding such Interest Payment Date (each subject to certain exceptions provided in this Supplemental Indenture and the Indenture), until maturity, according to the terms of the bonds or on prior redemption or by declaration or otherwise, and at the highest rate of interest borne by any of the bonds outstanding under the Indenture from such date of maturity until they shall be paid or payment thereof shall have been duly provided for. Principal of, the Make-Whole Redemption Price, if applicable, and interest on the 2013 Bonds shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed by the Company or its affiliate to the person entitled thereto at his registered address. If a due date for the payment of interest, principal or the Make-Whole Redemption Price, if applicable, falls on a day that is not a business day, then the payment will be made on the next succeeding business day, and no interest will accrue on the amounts payable for the period from and after the original due date and until the next business day. The term "business day" means any day other than a Saturday or Sunday or day on which banking institutions in the City of New York are required or authorized to close. The 2013 Bonds shall be redeemable at the option of the Company, from time to time, as a whole or in part, at a make-whole redemption price (the "Make-Whole Redemption Price"). The Make-Whole Redemption Price shall equal to the greater of (i) the principal amount of the 2013 Bonds being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2013 Bonds being redeemed, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield applicable to the 2013 Bonds plus 15 basis points plus accrued interest to the redemption date. 11 "Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue for the 2013 Bonds, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2013 Bonds that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2013 Bonds. "Independent Investment Banker" means either Banc One Capital Markets, Inc., Salomon Smith Barney Inc. or Wachovia Securities, Inc. or, if such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing selected by the Company and acceptable to the Trustee. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if that release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. "Reference Treasury Dealer" means Banc One Capital Markets, Inc., Salomon Smith Barney Inc. and Wachovia Securities, Inc., and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government Securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute for it another Primary Treasury Dealer. So long as the 2013 Bonds are registered in the name of DTC, its nominee or a successor depositary, if the Company elects to redeem less than all of the 2013 Bonds, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in the 2013 Bonds to be redeemed. At all other times, the Trustee shall draw by lot, in such manner as it deems appropriate, the particular 2013 Bonds, or portions of them, to be redeemed. The 2013 Bonds shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the redemption date in any such event to be not more than one hundred 12 twenty (120) days after the date on which all said stock is so acquired or (ii) all or substantially all the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Indenture as a first lien shall be released from the lien of the Indenture pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. Notice of redemption shall be given by mail not less than 30 nor more than 90 days prior to the date fixed for redemption to the holders of 2013 Bonds to be redeemed (which, as long as the 2013 Bonds are held in the book-entry only system, will be the Depository, its nominee or a successor depository). On and after the date fixed for redemption (unless the Company defaults in the payment of the Make-Whole Redemption Price and interest accrued thereon to such date), interest on the 2013 Bonds or the portions of them so called for redemption shall cease to accrue. If the Company elects to redeem any 2013 Bonds, the Company will notify the Trustee of its election at least 45 days prior to the redemption date (or a shorter period acceptable to the Trustee) including in such notice, a reasonably detailed computation of the Make-Whole Redemption Price. The 2013 Bonds of the several denominations are exchangeable for a like aggregate principal amount of other 2013 Bonds of other authorized denominations. Notwithstanding the provisions of Section 2.03 of the Original Indenture, for any exchange of 2013 Bonds for other 2013 Bonds of different authorized denominations, or for any transfer of 2013 Bonds, the Company may require the payment of a sum sufficient to reimburse it for any tax or other governmental charge incident thereto only. The 2013 Bonds may be presented for transfer or exchange at the corporate trust office of the Trustee in New York, New York. B. FIRST MORTGAGE BONDS, 5.90% SERIES DUE 2033 SECTION 1. The Company hereby creates a new series of bonds, not limited in principal amount except as provided in the Original Indenture, to be issued under and secured by the Original Indenture, to be designated by the title "First Mortgage Bonds, 5.90% Series due 2033." The initial issue of the 2033 Bonds shall consist of Two Hundred Twenty-Five Million Dollars ($225,000,000) principal amount thereof. Subject to the terms of the Indenture, the principal amount of the 2033 Bonds is unlimited. The Company may, at its option in the future, issue additional 2033 Bonds. The 2033 Bonds shall be issued only as registered bonds without coupons in the denomination of One Thousand Dollars ($1,000) or any integral multiple thereof. SECTION 2. (a) The 2033 Bonds shall be issued in registered form without coupons and shall be issued initially in the form of one or more Global Bonds (each such Global Bond, a "2033 Global Bond") to or on behalf of The Depository Trust Company ("DTC"), as Depositary therefor, and registered in the name of such Depositary or its nominee. Any 2033 Bonds to be issued or 13 transferred to, or to be held by or on behalf of DTC as such Depositary or such nominee (or any successor of such nominee) for such purpose shall bear the depositary legends in substantially the form set forth at the top of the form of 2033 Bonds in Section C of this Article I, unless otherwise agreed by the Company, and in the case of a successor Depositary, such legend or legends as such Depositary and/or the Company shall require and to which each shall agree, in each case such agreement to be confirmed in writing to the Trustee. Principal of, the Make-Whole Redemption Price (as defined below), if applicable, and interest on the 2033 Bonds will be payable, the transfer of 2033 Bonds will be registrable and 2033 Bonds will be exchangeable for 2033 Bonds bearing identical terms and provisions, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holders thereof at their registered address; and further provided, however, that with respect to a 2033 Global Bond, the Company may make payments of principal of, the Make-Whole Redemption Price, if applicable, and interest on such 2033 Global Bond pursuant to and in accordance with such arrangements as are agreed upon by the Company and the Depositary for such 2033 Global Bond. The 2033 Bonds shall have the terms set forth in the form of the New Series Bond set forth in Section C of this Article I. (b) Notwithstanding any other provision of Subsection B.2 of this Article I or of Section 2.03 of the Original Indenture, except as contemplated by the provisions of paragraph (c) below, a 2033 Global Bond may be transferred, in whole but not in part and in the manner provided in Section 2.03 of the Original Indenture, only to a nominee of the Depositary for such 2033 Global Bond, or to the Depositary, or to a successor Depositary for such 2033 Global Bond selected or approved by the Company, or to a nominee of such successor Depositary. (c) (1) If at any time the Depositary for a 2033 Global Bond notifies the Company that it is unwilling or unable to continue as the Depositary for such 2033 Global Bond or if at any time the Depositary for a 2033 Global Bond shall no longer be eligible or in good standing under any applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such 2033 Global Bond. If a successor Depositary for such 2033 Global Bond is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of 2033 Bonds in the form of definitive certificates in exchange for such 2033 Global Bond, will authenticate and deliver, without service charge, 2033 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the 2033 Global Bond in exchange for such 2033 Global Bond. Such 2033 Bonds will be issued to and registered in the name of such person or persons as are specified by the Depositary. (2) The Company may at any time and in its sole discretion determine that any 2033 Bonds issued or issuable in the form of one or more 2033 Global Bonds shall no longer be represented by such 2033 Global Bond or Bonds. In any such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of 2033 Bonds in the form of definitive certificates in exchange in whole or in part for such 2033 Global Bond or Bonds, will authenticate and deliver, without service charge, to each person specified by the Depositary, 2033 Bonds in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such 2033 Global Bond or the 14 aggregate principal amount of such 2033 Global Bonds in exchange for such 2033 Global Bond or Bonds. (3) If the Company so elects in an officer's certificate, the Depositary may surrender 2033 Bonds issued in the form of a 2033 Global Bond in exchange in whole or in part for 2033 Bonds in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each person specified by such Depositary a new 2033 Bond or 2033 Bonds of like tenor and terms and any authorized denomination as requested by such person in aggregate principal amount equal to and in exchange for such person's beneficial interest in the 2033 Global Bond; and (B) to such Depositary a new 2033 Global Bond of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered 2033 Global Bond and the aggregate principal amount of 2033 Bonds delivered to holders thereof. (4) In any exchange provided for in any of the preceding three subparagraphs, the Company shall execute and the Trustee shall authenticate and deliver 2033 Bonds in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a 2033 Global Bond for 2033 Bonds in the form of definitive certificates, such 2033 Global Bond shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, 2033 Bonds issued in exchange for a 2033 Global Bond pursuant to Subsection B.2 of this Article I shall be registered in such names and in such authorized denominations as the Depositary for such 2033 Global Bond, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such 2033 Bonds to the persons in whose names the 2033 Bonds are so to be registered. (5) Any endorsement of a 2033 Global Bond to reflect the principal amount thereof, or any increase or decrease in such principal amount, shall be made in such manner and by such person or persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2033 Global Bond or in the Company order delivered or to be delivered pursuant to Section 4.07 of the Original Indenture with respect thereto. Subject to the provisions of Section 4.07 of the Original Indenture, the Trustee shall deliver and redeliver any such 2033 Global Bond in the manner and upon instructions given by the person or persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2033 Global Bond or in any applicable Company order. If a Company order pursuant to Section 4.07 of the Original Indenture is so delivered, any instructions by the Company with respect to such 2033 Global Bond contained therein shall be in writing but need not be accompanied by or contained in an officer's certificate and need not be accompanied by an opinion of counsel. (6) The Depositary or, if there be one, its nominee, shall be the holder of a 2033 Global Bond for all purposes under the Indenture and the 2033 Bonds and beneficial owners with respect to such 2033 Global Bond shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee and any bond registrar shall be entitled to deal with such Depositary for all purposes of the Indenture relating to such 2033 Global Bond (including 15 the payment of principal, the Make-Whole Redemption Price, if applicable, and interest and the giving of instructions or directions by or to the beneficial owners of such 2033 Global Bond as the sole holder of such 2033 Global Bond and shall have no obligations to the beneficial owners thereof (including any direct or indirect participants in such Depositary)). None of the Company, the Trustee, any paying agent or bond registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a beneficial owner in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such 2033 Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. SECTION 3. February 21, 2003 shall be the date of the beginning of the first interest period for the 2033 Bonds. The 2033 Bonds shall be dated as provided in Section 2.01 of the Original Indenture. The 2033 Bonds shall be payable on March 1, 2033, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and shall bear interest, payable in like coin or currency, at the rate of 5.90% per annum, payable semiannually on March 1 and September 1 of each year (each an "Interest Payment Date") to the persons in whose names the 2033 Bonds are registered at the close of business on the tenth calendar day (excluding February 29th of any leap year) next preceding the Interest Payment Date (i.e., February 19 and August 22, respectively) (each a "Regular Record Date"), provided, however, that so long as the 2033 Bonds are registered in the name of DTC or its nominee, the Regular Record Date for interest payable shall be the close of business on the business day immediately preceding such Interest Payment Date (each subject to certain exceptions provided in this Supplemental Indenture and the Indenture), until maturity, according to the terms of the bonds or on prior redemption or by declaration or otherwise, and at the highest rate of interest borne by any of the bonds outstanding under the Indenture from such date of maturity until they shall be paid or payment thereof shall have been duly provided for. Principal of, the Make-Whole Redemption Price, if applicable, and interest on the 2033 Bonds shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed by the Company or its affiliate to the person entitled thereto at his registered address. If a due date for the payment of interest, principal or the Make-Whole Redemption Price, if applicable, falls on a day that is not a business day, then the payment will be made on the next succeeding business day, and no interest will accrue on the amounts payable for the period from and after the original due date and until the next business day. The term "business day" means any day other than a Saturday or Sunday or day on which banking institutions in the City of New York are required or authorized to close. The 2033 Bonds shall be redeemable at the option of the Company, from time to time, as a whole or in part, at a make-whole redemption price (the "Make-Whole Redemption Price"). The Make-Whole Redemption Price shall equal to the greater of (i) the principal amount of the 2033 Bonds being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2033 Bonds being redeemed, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield applicable to the 2033 Bonds plus 20 basis points plus accrued interest to the redemption date. 16 "Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue for the 2033 Bonds, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2033 Bonds that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2033 Bonds. "Independent Investment Banker" means either Banc One Capital Markets, Inc., Salomon Smith Barney Inc. or Wachovia Securities, Inc. or, if such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing selected by the Company and acceptable to the Trustee. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if that release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. "Reference Treasury Dealer" means Banc One Capital Markets, Inc., Salomon Smith Barney Inc. and Wachovia Securities, Inc., and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government Securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute for it another Primary Treasury Dealer. So long as the 2033 Bonds are registered in the name of DTC, its nominee or a successor depositary, if the Company elects to redeem less than all of the 2033 Bonds, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in the 2033 Bonds to be redeemed. At all other times, the Trustee shall draw by lot, in such manner as it deems appropriate, the particular 2033 Bonds, or portions of them, to be redeemed. The 2033 Bonds shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the redemption date in any such event to be not more than one hundred 17 twenty (120) days after the date on which all said stock is so acquired or (ii) all or substantially all the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Indenture as a first lien shall be released from the lien of the Indenture pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. Notice of redemption shall be given by mail not less than 30 nor more than 90 days prior to the date fixed for redemption to the holders of 2033 Bonds to be redeemed (which, as long as the 2033 Bonds are held in the book-entry only system, will be the Depository, its nominee or a successor depository). On and after the date fixed for redemption (unless the Company defaults in the payment of the Make-Whole Redemption Price and interest accrued thereon to such date), interest on the 2033 Bonds or the portions of them so called for redemption shall cease to accrue. If the Company elects to redeem any 2033 Bonds, the Company will notify the Trustee of its election at least 45 days prior to the redemption date (or a shorter period acceptable to the Trustee) including in such notice, a reasonably detailed computation of the Make-Whole Redemption Price. The 2033 Bonds of the several denominations are exchangeable for a like aggregate principal amount of other 2033 Bonds of other authorized denominations. Notwithstanding the provisions of Section 2.03 of the Original Indenture, for any exchange of 2033 Bonds for other 2033 Bonds of different authorized denominations, or for any transfer of 2033 Bonds, the Company may require the payment of a sum sufficient to reimburse it for any tax or other governmental charge incident thereto only. The 2033 Bonds may be presented for transfer or exchange at the corporate trust office of the Trustee in New York, New York. C. FORM OF NEW SERIES BONDS The New Series Bonds shall be substantially in the following form, with such inclusions, omissions, and variations as the Board of Directors of the Company may determine in accordance with the provisions of the Indenture: [FORM OF NEW SERIES BONDS] [Insert applicable depositary legend or legends, which initially shall be the following: THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 18 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS FIRST MORTGAGE BOND, ___% SERIES DUE 20__ MAY, UNDER CONDITIONS PROVIDED IN THE INDENTURE, BE EXCHANGED FOR FIRST MORTGAGE BONDS, ___% SERIES DUE 20__ IN THE FORM OF DEFINITIVE CERTIFICATES OF LIKE TENOR AND OF AN EQUAL AGGREGATE PRINCIPAL AMOUNT, IN AUTHORIZED DENOMINATIONS, REGISTERED IN THE NAMES OF SUCH PERSONS AS THE DEPOSITARY SHALL INSTRUCT THE TRUSTEE. ANY SUCH EXCHANGE SHALL BE MADE UPON RECEIPT BY THE TRUSTEE OF AN OFFICER'S CERTIFICATE THEREFOR AND A WRITTEN INSTRUCTION FROM THE DEPOSITARY SETTING FORTH THE NAME OR NAMES IN WHICH THE TRUSTEE IS TO REGISTER SUCH FIRST MORTGAGE BONDS, ___% SERIES DUE 20__ IN THE FORM OF DEFINITIVE CERTIFICATES.] FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. (INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA) FIRST MORTGAGE BOND, ___% SERIES DUE 20__ DUE ______, 20__ No. _______ $____________ FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC., a corporation of the State of Florida (hereinafter called the Company), for value received, hereby promises to pay to __________________________ or registered assigns, on ___________________ at the office or agency of the Company in the Borough of Manhattan, The City of New York, _________ Million Dollars ($___,000,000) in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and to pay interest thereon, semiannually on __________ and ________ of each year to the person in whose name this bond is registered at the close of business on the tenth calendar day (excluding February 29th of any leap year) next preceding the interest payment date (i.e., _________ and ________, respectively), provided, however, that so long as this bond is registered in the name of The Depository Trust Company or its nominee, the record date for interest payable on any interest payment date shall be the close of business on the business day immediately preceding such interest payment date (each subject to certain exceptions provided in the Mortgage hereinafter mentioned), at the rate of ___ per annum, at said office or agency in 19 like coin or currency, from the date hereof until this bond shall mature, according to its terms or on prior redemption or by declaration or otherwise, and at the highest rate of interest borne by any of the bonds outstanding under the Mortgage hereinafter mentioned from such date of maturity until this bond shall be paid or the payment hereof shall have been duly provided for; provided, however, that payment of interest may be made at the option of the Company by check mailed by the Company or its affiliate to the person entitled thereto at his registered address. If a due date for the payment of interest, principal, or the Make-Whole Redemption Price, if applicable, falls on a day that is not a business day, then the payment will be made on the next succeeding business day, and no interest will accrue on the amounts payable for the period from and after the original due date and until the next business day. The term "business day" means any day other than a Saturday or Sunday or day on which banking institutions in the City of New York are required or authorized to close. Additional provisions of this bond are set forth on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth at this place. This bond shall not become valid or obligatory for any purpose until First Chicago Trust Company of New York, or its successor as Trustee under the Mortgage, shall have signed the certificate of authentication endorsed hereon. IN WITNESS WHEREOF, FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. has caused this bond to be signed in its name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal, or a facsimile thereof, to be affixed hereto and attested by its Secretary or one of its Assistant Secretaries by his signature or a facsimile thereof. Dated: February __, 2003 FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. By: _______________________________ Name: Title: Attest: ______________________________________ Name: Title: TRUSTEE'S AUTHENTICATION CERTIFICATE 20 This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage. FIRST CHICAGO TRUST COMPANY OF NEW YORK By: _______________________________ Name: Title: [TEXT APPEARING ON REVERSE SIDE OF BOND] FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. FIRST MORTGAGE BOND ___% SERIES DUE 20__ DUE ______, 20__ This bond is one of an issue of bonds of the Company (herein referred to as the bonds), not limited in principal amount except as provided in the Mortgage hereinafter mentioned, issuable in series, which different series may mature at different times, may bear interest at different rates, and may otherwise vary as provided in the Mortgage hereinafter mentioned, and is one of a series known as its First Mortgage Bonds, ___% Series due 20__ (herein referred to as the "Bonds of this Series"), all bonds of all series issued and to be issued under and equally and ratably secured (except insofar as any sinking or analogous fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by an Indenture dated as of January 1, 1944 (the "Original Indenture" and herein, together with all indentures supplemental thereto including the Forty-First Supplemental Indenture dated as of February 1, 2003 (the "Forty-First Supplemental Indenture") between the Company and First Chicago Trust Company of New York, as Trustee, called the "Mortgage"), to which reference is made for the nature and extent of the security, the rights of the holders of bonds and of the Company in respect thereof, the rights, duties and immunities of the Trustee, and the terms and conditions upon which the bonds are, and are to be, issued and secured. The Mortgage contains provisions permitting the holders of not less than seventy-five per centum (75%) in principal amount of all the bonds at the time outstanding, determined and evidenced as provided in the Mortgage, or in case the rights under the Mortgage of the holders of bonds of one or more, but less than all, of the series of bonds outstanding shall be affected, the holders of not less than seventy-five per centum (75%) in principal amount of the bonds at the time outstanding of the series affected, determined and evidenced as provided in the Mortgage, on behalf of the holders of all the bonds to waive any past default under the Mortgage and its consequences except a completed default, as defined in the Mortgage, in respect of the payment of the principal of or interest on any bond or default arising from the creation of any lien ranking 21 prior to or equal with the lien of the Mortgage on any of the mortgaged and pledged property. The Mortgage also contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than seventy-five per centum (75%) in principal amount of all the bonds at the time outstanding, determined and evidenced as provided in the Mortgage, or in case the rights under the Mortgage of the holders of bonds of one or more, but less than all, of the series of bonds outstanding shall be affected, then with the consent of the holders of not less than seventy-five per centum (75%) in principal amount of the bonds at the time outstanding of the series affected, determined and evidenced as provided in the Mortgage, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Mortgage or modifying in any manner the rights of the holders of the bonds and coupons; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any bonds, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, without the express consent of the holder of each bond so affected, or (ii) reduce the aforesaid percentage of bonds, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all bonds then outstanding, or (iii) permit the creation of any lien ranking prior to or equal with the lien of the Mortgage on any of the mortgaged and pledged property, or (iv) deprive the holder of any outstanding bond of the lien of the Mortgage on any of the mortgaged and pledged property. Any such waiver or consent by the registered holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond, irrespective of whether or not any notation of such waiver or consent is made upon this bond. No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this bond at the time and place and at the rate and in the coin or currency herein prescribed. THE INITIAL HOLDERS OF THE BONDS OF THIS SERIES HAVE, AND ANY SUBSEQUENT HOLDER(S) OF THE BONDS OF THIS SERIES BY BECOMING SUCH HOLDERS SHALL BE DEEMED TO HAVE, IRREVOCABLY CONSENTED TO THE CERTAIN AMENDMENTS TO SECTIONS 14.01 AND 3.01 OF THE ORIGINAL INDENTURE, AS SET FORTH IN SECTION 1 AND SECTION 2, RESPECTIVELY, OF ARTICLE III OF THE FORTY-FIRST SUPPLEMENTAL INDENTURE. The Bonds of this Series are issuable in denominations of One Thousand Dollars ($1,000) and any integral multiple thereof and are exchangeable for a like aggregate principal amount of Bonds of this Series of other authorized denominations. This bond is transferable as prescribed in the Mortgage by the registered holder hereof in person, or by his duly authorized attorney, at the office or agency of the Company in said Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, and upon payment, if the Company shall require it, of the transfer charges prescribed in the Forty-First Supplemental Indenture hereinabove referred to, and thereupon a new fully registered bond or bonds of authorized denominations of the same series and for the same aggregate principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee, any paying agent and any bond registrar may deem and treat the person in whose name this bond is registered as the absolute owner hereof, whether or not this bond shall be overdue, for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustee nor any paying agent nor any bond registrar shall be affected by any notice to the contrary. 22 The Bonds of this Series may be redeemed, at the option of the Company, as a whole or from time to time in part, at a make-whole redemption price (the "Make-Whole Redemption Price"). The Make-Whole Redemption Price shall equal to the greater of (i) the principal amount of the Bonds of this Series being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Bonds of this Series being redeemed, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield applicable to the Bonds of this Series plus __ basis points plus accrued interest to the redemption date. "Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue for the Bonds of this Series, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Bonds of this Series that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Bonds of this Series. "Independent Investment Banker" means either Banc One Capital Markets, Inc., Salomon Smith Barney Inc. or Wachovia Securities, Inc. or, if such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing selected by the Company and acceptable by the Trustee. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if that release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. "Reference Treasury Dealer" means each of Banc One Capital Markets, Inc., Salomon Smith Barney Inc. and Wachovia Securities, Inc., and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government Securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute for it another Primary Treasury Dealer. 23 So long as the Bonds of this Series are registered in the name of DTC, its nominees or a successor depositary, if the Company elects to redeem less than all of the Bonds of this Series, DTC's practice is to determine by lot the amount of the interest of each Direct Participant of the DTC, in the Bonds of this Series to be redeemed. At all other times, the Trustee shall draw by lot, in such manner as it deems appropriate, the particular Bonds of this Series, or portions of them, to be redeemed. All Bonds of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event (i) that all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all the bonds of all series, the redemption date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) that all or substantially all the mortgaged and pledged property (constituting bondable property as defined in the Mortgage) which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of First Chicago Trust Company of New York or its successor as Trustee, including any moneys deposited by the Company for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. Notice of redemption shall be given by mail not less than 30 nor more than 90 days prior to the date fixed for redemption to the holders of Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be the Depository, its nominee or a successor depository). On and after the date fixed for redemption (unless the Company defaults in the payment of the Make-Whole Redemption Price and interest accrued thereon to such date), interest on the Bonds of this Series or the portions of them so called for redemption shall cease to accrue. If the Company elects to redeem any Bonds of this Series, the Company will notify the Trustee of its election at least 45 days prior to the redemption date (or a shorter period acceptable to the Trustee) including in such notice, a reasonably detailed computation of the Make-Whole Redemption Price. The Mortgage provides that if the Company shall deposit with First Chicago Trust Company of New York or its successor as Trustee in trust for the purpose funds sufficient to pay the principal of all the bonds of any series, or such of the bonds of any series as have been or are to be called for redemption (including any portions, constituting $1,000 or an integral multiple thereof, of fully registered bonds), and premium, if any, thereon, and all interest payable on such bonds (or portions) to the date on which they become due and payable at maturity or upon redemption or otherwise, and complies with the other provisions of the Mortgage in respect thereof, then from the date of such deposit such bonds (or portions) shall no longer be secured by the lien of the Mortgage. The Mortgage provides that, upon any partial redemption of a fully registered bond, upon surrender thereof endorsed for transfer, new bonds of the same series and of authorized denominations in principal amount equal to the unredeemed portion of such fully registered bond will be delivered in exchange therefor. 24 The principal hereof may be declared or may become due prior to the express date of the maturity hereof on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. No recourse shall be had for the payment of the principal of, the Make-Whole Redemption Price, if applicable, or interest on this bond, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Mortgage or under or upon any obligation, covenant or agreement contained in the Mortgage, against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation under any present or future 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, as such, being waived and released by the holder and owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage. D. INTEREST ON THE NEW SERIES BONDS Interest on any New Series Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that bond (or one or more predecessor bonds) is registered at the close of business on the Regular Record Date for such interest specified in the provisions of this Supplemental Indenture. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. Any interest on any New Series Bond which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered holder on the relevant Regular Record Date solely by virtue of such holder having been such holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Subsection A or B below: A. The Company may elect to make payment of any Defaulted Interest on the New Series Bonds to the persons in whose names such bonds (or their respective predecessor bonds) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner (a "Special Record Date"). The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided and not to be deemed part of the trust estate or trust moneys. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date 25 and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each holder of a bond of the New Series Bonds at the address as it appears in the bond register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper approved by the Company in each place of payment of the New Series Bonds, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the New Series Bonds (or their respective predecessor bonds) are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection B. B. The Company may make payment of any Defaulted Interest on the New Series Bonds in any other lawful manner not inconsistent with the requirements of any securities exchange on which such bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each New Series Bond delivered under this Supplemental Indenture upon transfer of or in exchange for or in lieu of any other New Series Bonds shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other bond and each such bond shall bear interest from such date, that neither gain nor loss in interest shall result from such transfer, exchange or substitution. ARTICLE II ADDITIONAL COVENANTS The Company hereby covenants as follows: SECTION 1. That it will, prior to or simultaneously with the initial authentication and delivery by the Trustee of the New Series Bonds under Section 4.03 of the Original Indenture, deliver to the Trustee the instruments required by said Section. SECTION 2. That, so long as any of the New Series Bonds shall be outstanding, it will not declare or pay any dividends (except a dividend in its own common stock) upon its common stock, or make any other distribution (by way of purchase, or otherwise) to the holders thereof, except a payment or distribution out of net income of the Company subsequent to December 31, 1943; and that it will not permit any subsidiary of the Company to purchase any shares of common stock of the Company. For the purpose of this Section, net income of the Company shall be determined by regarding as charges or credits to income, as the case may be, any and all charges or credits to earned surplus subsequent to December 31, 1943, representing adjustments on account of excessive or deficient 26 accruals to income for taxes, and operating expenses shall include all proper charges for the maintenance and repairs of the property owned by the Company and appropriations out of income for the retirement or depreciation of the property used in its electric business in an amount of not less than the amount of the minimum provision for depreciation determined as provided in clause (5) of paragraph A of Section 1.05 of the Original Indenture. ARTICLE III RESERVATION OF AMENDMENT OF THE INDENTURE Pursuant to the Fortieth Supplemental Indenture dated as of July 1, 2002 to the Original Indenture, the Company reserved the right, without the consent of, or other action by, holders of any series of bonds created on or after July 1, 2002, including the New Series Bonds created herein, to amend the Indenture as follows: SECTION 1. To replace the first sentence of the first paragraph of Section 14.01 of the Original Indenture with the following sentence: "The Trustee shall at all times be a bank or trust company having a principal office and place of business in the Borough of Manhattan, The City of New York, if there be such a bank or trust company willing and able to accept the trust upon reasonable or customary terms, and shall at all times be a corporation organized and doing business under the laws of the United States or of any State, with a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000), and rated in a rating category within investment grade by at least two nationally recognized rating agencies, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority." SECTION 2. To amend Section 3.01 of the Original Indenture so as to insert the following provision as the new third paragraph of such Section 3.01: "Notwithstanding any other provisions of this Indenture, with respect to compliance with any conditions precedent to the authentication and delivery of bonds, no certificate or opinion of an accountant shall be required to be of any person other than an officer or employee of the Company actively engaged in accounting work, but who need not be a certified or licensed public accountant, as to dates or periods not covered by annual reports required to be filed by the Company, in the case of conditions precedent which depend upon a state of facts as of a date or dates for a period or periods different from that required to be covered by such annual reports." 27 ARTICLE IV CONSENT TO AMENDMENTS The initial holders of the New Series Bonds have irrevocably consented to the amendments to Sections 14.01 and 3.01 of the Original Indenture set forth in Section 1 and Section 2, respectively, of Article III hereof, and any subsequent holder(s) of the any New Series Bonds, by accepting such bonds, shall be deemed to have irrevocably consented to the such amendments. ARTICLE V SUNDRY PROVISIONS SECTION 1. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and shall form a part thereof and all of the provisions contained in the Original Indenture in respect to the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full. SECTION 2. This Supplemental Indenture may be simultaneously executed in any number of counterparts, and all of said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. SECTION 3. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or of the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. SECTION 4. Due to a scriveners error, the Thirty-Ninth and Fortieth Supplemental Indentures to the Original Indenture erroneously indicated that the Thirty-Seventh Supplemental Indenture dated as of December 1, 1993 was recorded in Sumter County, Florida at Book 502, Page 157. The correct recording location is Book 502, Page 167. SECTION 5. Although this Supplemental Indenture is dated for convenience and for purposes of reference as of February 1, 2003, the actual dates of execution by the Company and by the Trustee are as indicated by the respective acknowledgments hereto annexed. [Remainder of Page Intentionally Left Blank] 28 IN WITNESS WHEREOF, FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. has caused this Supplemental Indenture to be signed in its name and behalf by its Executive Vice President, and its corporate seal to be hereunto affixed and attested by its Assistant Secretary, and FIRST CHICAGO TRUST COMPANY OF NEW YORK has caused this Supplemental Indenture to be signed and sealed in its name and behalf by a Vice President, and its corporate seal to be attested by a Vice President, all as of the day and year first above written. FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. By: /s/ Peter M. Scott III -------------------------------------------- Peter M. Scott III, Executive Vice President 100 Central Avenue St. Petersburg, Florida 33701 [SEAL] Attest: /s/ Robert Williams - ------------------------------------ Robert Williams, Assistant Secretary 100 Central Avenue St. Petersburg, Florida 33701 Signed, sealed and delivered by said FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. in the presence of: /s/ C.G. Beuris - ------------------------------------ C.G. Beuris /s/ N. Manly Johnson III - ------------------------------------ N. Manly Johnson III [Company's Signature Page of Forty-First Supplemental Indenture] 29 FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/ Steven M. Wagner -------------------------------- Steven M. Wagner, Vice President 151 West 51st Street, 5th Floor [SEAL] New York, New York 10019 Attest: /s/ Christopher C. Holley - ------------------------------- Name: Christopher C. Holley, Vice President 151 West 51st Street, 5th Floor New York, NY 10019 Signed, sealed and delivered by said FIRST CHICAGO TRUST COMPANY OF NEW YORK in the presence of: /s/ Marla S. Roth - ------------------------------- Print Name: Marla S. Roth /s/ John R. Prendiville - ------------------------------- Print Name: John R. Prendiville [Trustee's Signature Page of Forty-First Supplemental Indenture] 30 STATE OF NORTH CAROLINA) SS: COUNTY OF WAKE ) Before me, the undersigned, a notary public in and for the State and County aforesaid, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared Peter M. Scott III, Executive Vice President of FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC., a corporation, the corporate party of the first part in and to the above written instrument, and also personally appeared before me Robert Williams, Assistant Secretary of the said corporation; such persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Executive Vice President and as such Assistant Secretary executed the above written instrument on behalf of said corporation; and he, the said Executive Vice President, acknowledged that as such Executive Vice President, he subscribed the said corporate name to said instrument on behalf and by authority of said corporation, and he, the said Assistant Secretary, acknowledged that he affixed the seal of said corporation to said instrument and attested the same by subscribing his name as Assistant Secretary of said corporation, by authority and on behalf of said corporation, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Executive Vice President and Assistant Secretary, delivered said instrument by authority and on behalf of said corporation and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said corporation; and each of said persons further acknowledged and declared that he knows the seal of said corporation, and that the seal affixed to said instrument is the corporate seal of the corporation aforesaid. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 21st day of February, 2003 at Raleigh in the State and County aforesaid. [NOTARIAL SEAL] /s/ Brenda B. Addison -------------------------- 31 STATE OF ILLINOIS ) SS: COUNTY OF COOK ) Before me, the undersigned, a notary public in and for the State and County aforesaid, an officer duly authorized to take acknowledgments of deeds and other instruments, personally appeared Steven M. Wagner, a Vice President (the "Executing Vice President") of FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York trust company, the corporate party of the second part in and to the above written instrument, and also personally appeared before me Christopher C. Holley, a Vice President (the "Attesting Vice President") of the said corporation; said persons being severally personally known to me, who did take an oath and are known by me to be the same individuals who as such Executing Vice President and as such Attesting Vice President executed the above written instrument on behalf of said corporation; and he, the said Executing Vice President, acknowledged that as such Executing Vice President he subscribed the said corporate name to said instrument and affixed the seal of said corporation to said instrument on behalf and by authority of said corporation, and she, the said Attesting Vice President, acknowledged that she attested the same by subscribing her name as Vice President of said corporation, by authority and on behalf of said corporation, and each of the two persons above named acknowledged that, being informed of the contents of said instrument, they, as such Executing Vice President and Attesting Vice President, delivered said instrument by authority and on behalf of said corporation and that all such acts were done freely and voluntarily and for the uses and purposes in said instrument set forth and that such instrument is the free act and deed of said corporation, and each of said persons further acknowledged and declared that he/she knows the seal of said corporation, and that the seal affixed to said instrument is the corporate seal of the corporation aforesaid. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 19th day of February, 2003, at Chicago, Illinois, in the State and County aforesaid. [NOTARIAL SEAL] /s/ Charlene A. Nimrodi ------------------------ 32 EXHIBIT A RECORDING INFORMATION ORIGINAL INDENTURE DATED JANUARY 1, 1944 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 02/25/44 121 172 Bay 10/20/47 59 18 Brevard 10/30/91 3157 3297 Citrus 02/25/44 18 1 Columbia 02/25/44 42 175 Dixie 02/25/44 3 127 Flagler 10/30/91 456 288 Franklin 02/25/44 0 83 Gadsden 02/26/44 A-6 175 Gilchrist 02/25/44 5 60 Gulf 02/26/44 6 193 Hamilton 02/25/44 42 69 Hardee 02/25/44 23 1 Hernando 02/25/44 90 1 Highlands 02/25/44 48 357 Hillsborough 02/25/44 662 105 Jackson 02/26/44 370 1 Jefferson 07/02/51 25 1 Lafayette 02/25/44 22 465 Lake 02/25/44 93 1 Leon 02/25/44 41 1 Levy 02/25/44 3 160 Liberty 02/25/44 "H" 116 Madison 07/02/51 61 86 Marion 02/25/44 103 1 Orange 02/25/44 297 375 Osceola 02/25/44 20 1 Pasco 02/25/44 39 449 Pinellas 02/26/44 566 1 Polk 02/25/44 666 305 Seminole 02/25/44 65 147 Sumter 02/25/44 25 1 Suwanee 02/25/44 58 425 Taylor 07/03/51 36 1 Volusia 02/25/44 135 156 Wakulla 02/25/44 14 1

A-1 STATE OF GEORGIA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Cook 02/25/44 24 1 Echols 02/25/44 A-1 300 Lowndes 02/25/44 5-0 1

A-2 SUPPLEMENTAL INDENTURE (FIRST) DATED JULY 1, 1946 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 11/12/46 166 1 Bay 10/20/47 59 1 Brevard 10/30/91 3157 3590 Citrus 11/12/46 17 362 Columbia 11/12/46 49 283 Dixie 11/14/46 3 357 Flagler 10/30/91 456 579 Franklin 11/13/46 "P" 80 Gadsden 11/13/46 A-9 148 Gilchrist 11/14/46 7 120 Gulf 11/13/46 10 313 Hamilton 11/12/46 40 371 Hardee 11/12/46 24 575 Hernando 11/14/46 99 201 Highlands 11/12/46 55 303 Hillsborough 11/06/46 95 375 Jackson 11/13/46 399 1 Jefferson 07/02/51 25 287 Lafayette 11/14/46 23 156 Lake 11/13/46 107 209 Leon 11/13/46 55 481 Levy 11/14/46 4 133 Liberty 11/13/46 "H" 420 Madison 07/02/51 61 373 Marion 11/12/46 110 1 Orange 11/12/46 338 379 Osceola 11/12/46 20 164 Pasco 11/14/46 44 169 Pinellas 11/06/46 632 161 Polk 11/12/46 744 511 Seminole 11/13/46 74 431 Sumter 11/13/46 25 467 Suwanee 11/12/46 63 316 Taylor 07/03/51 36 145 Volusia 11/13/46 158 203 Wakulla 11/13/36 14 299

A-3 SUPPLEMENTAL INDENTURE (SECOND) DATED NOVEMBER 1, 1948 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 01/08/49 196 287 Bay 01/10/49 64 395 Brevard 10/30/91 3157 3607 Citrus 01/13/49 18 414 Columbia 01/08/49 55 493 Dixie 01/10/49 4 201 Flagler 10/30/91 456 601 Franklin 01/10/49 "Q" 1 Gadsden 01/10/49 A-13 157 Gilchrist 01/08/49 6 274 Gulf 01/10/49 13 74 Hamilton 01/10/49 44 1 Hardee 01/08/49 28 110 Hernando 01/08/49 109 448 Highlands 01/08/49 61 398 Hillsborough 01/13/49 810 452 Jackson 01/10/49 400 563 Jefferson 07/02/51 25 320 Lafayette 01/10/49 25 210 Lake 01/08/49 119 555 Leon 01/10/49 82 303 Levy 01/08/49 5 242 Liberty 01/08/49 "H" 587 Madison 07/02/51 61 407 Marion 01/11/49 122 172 Orange 01/08/49 388 604 Osceola 01/08/49 25 104 Pasco 01/08/49 47 549 Pinellas 01/05/49 716 11 Polk 01/07/49 807 411 Seminole 01/06/49 84 389 Sumter 01/08/49 28 41 Suwanee 01/08/49 69 150 Taylor 07/03/51 36 162 Volusia 01/06/49 192 167 Wakulla 01/10/49 16 1

A-4 SUPPLEMENTAL INDENTURE (THIRD) DATED JULY 1, 1951 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 08/02/51 234 340 Bay 08/03/51 93 155 Brevard 10/30/91 3157 3630 Citrus 07/30/51 20 251 Columbia 08/02/51 66 503 Dixie 08/02/51 5 271 Flagler 10/30/91 456 624 Franklin 08/03/51 "Q" 522 Gadsden 08/03/51 A-19 271 Gilchrist 08/02/51 7 422 Gulf 08/03/51 16 59 Hamilton 08/03/51 51 347 Hardee 08/02/51 32 1 Hernando 08/02/51 118 537 Highlands 08/02/51 69 344 Hillsborough 08/02/51 927 174 Jefferson 08/03/51 25 359 Lafayette 08/03/51 27 305 Lake 07/31/51 139 323 Leon 08/02/51 113 465 Levy 08/02/51 7 211 Liberty 07/25/51 1 232 Madison 08/07/51 62 1 Marion 08/02/51 142 143 Orange 08/07/51 460 60 Osceola 08/02/51 31 385 Pasco 08/10/51 56 1 Pinellas 08/02/51 847 301 Polk 08/01/51 899 539 Seminole 08/07/51 100 403 Sumter 08/02/51 32 345 Suwanee 08/02/51 76 413 Taylor 08/07/51 36 182 Volusia 08/07/51 245 393 Wakulla 08/03/51 17 259

A-5 STATE OF GEORGIA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Cook 08/08/51 35 566 Echols 08/02/51 A-3 521 Lowndes 08/04/51 7-E 188

A-6 FOURTH SUPPLEMENTAL INDENTURE NOVEMBER 1, 1952 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 12/31/52 256 288 Bay 01/01/53 104 571 Brevard 10/30/91 3157 3663 Citrus 12/31/52 22 321 Columbia 12/31/52 72 521 Dixie 12/31/52 6 135 Flagler 10/31/91 456 657 Franklin 12/31/52 R 477 Gadsden 12/31/52 A-22 511 Gilchrist 12/31/52 9 124 Gulf 01/02/53 17 7 Hamilton 12/31/52 54 293 Hardee 12/31/52 33 433 Hernando 12/31/52 125 361 Highlands 01/02/53 74 131 Hillsborough 12/29/52 993 545 Jefferson 12/31/52 27 1 Lafayette 12/31/52 28 445 Lake 01/02/53 150 343 Leon 12/31/52 130 1 Levy 12/31/52 8 362 Liberty 01/09/53 1 462 Madison 01/02/53 65 134 Marion 01/02/53 153 434 Orange 12/31/52 505 358 Osceola 12/31/52 36 145 Pasco 01/02/53 61 563 Pinellas 12/29/52 926 561 Polk 01/12/53 974 177 Seminole 01/02/53 111 41 Sumter 12/31/52 35 441 Suwanee 01/02/53 82 27 Taylor 12/31/52 37 325 Volusia 01/10/53 278 107 Wakulla 01/02/53 18 383

A-7 STATE OF GEORGIA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Cook 01/01/53 39 95 Echols 01/01/53 A-4 110 Lowndes 12/31/52 7-0 540

A-8 FIFTH SUPPLEMENTAL INDENTURE NOVEMBER 1, 1953 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 12/29/53 271 24 Bay 01/01/54 115 505 Brevard 10/30/91 3157 3690 Citrus 12/28/53 2 73 Columbia 12/28/53 7 3 Dixie 12/23/53 6 466 Flagler 10/30/91 456 684 Franklin 12/28/53 1 447 Gadsden 12/24/53 A-26 251 Gilchrist 12/23/53 9 317 Gulf 12/28/53 11 229 Hamilton 12/28/53 58 220 Hardee 12/23/53 35 518 Hernando 12/23/53 130 409 Highlands 12/29/53 78 1 Hillsborough 01/04/54 1050 229 Jefferson 12/29/53 28 91 Lafayette 12/24/53 30 16 Lake 12/23/53 160 189 Leon 12/23/53 144 268 Levy 12/23/53 9 368 Liberty 01/06/54 J 40 Madison 12/26/53 67 381 Marion 12/28/53 168 179 Orange 12/24/53 541 253 Osceola 12/24/53 39 42 Pasco 12/23/53 67 1 Pinellas 12/22/53 988 333 Polk 01/05/54 1021 473 Seminole 12/29/53 118 535 Sumter 12/28/53 37 466 Suwanee 12/28/53 85 346 Taylor 12/24/53 43 225 Volusia 12/24/53 303 454 Wakulla 12/30/53 19 380

A-9 STATE OF GEORGIA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Cook 01/15/54 39 437 Echols 01/15/54 A-4 418 Lowndes 12/29/53 7-X 235

A-10 SIXTH SUPPLEMENTAL INDENTURE DATED JULY 1, 1954 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 11/19/54 286 129 Bay 11/22/54 125 502 Brevard 10/30/91 3157 3719 Citrus 11/19/54 9 525 Columbia 11/20/54 17 479 Dixie 11/19/54 7 299 Flagler 10/30/91 456 713 Franklin 11/19/54 5 465 Gadsden 11/20/54 A-29 411 Gilchrist 11/19/54 9 530 Gulf 11/22/54 19 284 Hamilton 11/22/54 59 425 Hardee 11/19/54 37 307 Hernando 11/19/54 7 335 Highlands 11/19/54 82 403 Hillsborough 11/26/54 1116 164 Jefferson 11/19/54 29 17 Lafayette 11/19/54 31 138 Lake 11/19/54 170 225 Leon 11/19/54 159 209 Levy 11/19/54 10 523 Liberty 11/30/54 "J" 215 Madison 11/20/54 69 483 Marion 11/20/54 181 573 Orange 11/23/54 578 123 Osceola 11/20/54 42 216 Pasco 11/22/54 15 568 Pinellas 11/18/54 1046 507 Polk 11/23/54 1068 22 Seminole 11/19/54 28 374 Sumter 11/30/54 40 81 Suwanee 11/23/54 89 1 Taylor 11/20/54 45 377 Volusia 11/23/54 327 538 Wakulla 11/19/54 20 445

A-11 STATE OF GEORGIA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Cook 11/20/54 55 385 Echols 11/20/54 5 86 Lowndes 11/20/54 3 387

A-12 SEVENTH SUPPLEMENTAL INDENTURE DATED JULY 1, 1956 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 07/27/56 320 309 Bay 07/27/56 145 395 Brevard 10/30/91 3157 3746 Citrus 07/25/56 28 403 Columbia 07/26/56 38 279 Dixie 07/30/56 9 1 Flagler 10/30/91 456 740 Franklin 07/27/56 16 392 Gadsden 07/26/56 A-36 100 Gilchrist 07/31/56 11 289 Gulf 08/02/56 23 475 Hamilton 07/27/56 11 79 Hardee 07/31/56 43 1 Hernando 07/26/56 21 88 Highlands 07/31/56 11 571 Hillsborough 08/06/56 1260 125 Jefferson 07/25/56 30 295 Lafayette 07/25/56 33 117 Lake 07/26/56 189 613 Leon 07/25/56 190 301 Levy 07/30/56 14 13 Liberty 07/31/56 "J" 531 Madison 07/26/56 74 12 Marion 07/26/56 208 223 Orange 07/27/56 126 165 Osceola 07/26/56 49 1 Pasco 08/02/56 51 353 Pinellas 07/24/56 1168 481 Polk 08/20/56 1180 30 Seminole 07/27/56 90 5 Sumter 08/02/56 43 523 Suwanee 07/26/56 96 67 Taylor 07/25/56 52 451 Volusia 07/26/56 384 195 Wakulla 07/25/56 22 281

A-13 STATE OF GEORGIA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Cook 07/26/56 48 36 Echols 07/26/56 5 401 Lowndes 07/25/56 22 419

A-14 EIGHTH SUPPLEMENTAL INDENTURE DATED JULY 1, 1958 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 07/23/58 20 227 Bay 08/05/58 170 295 Brevard 10/30/91 3157 3785 Citrus 07/24/58 55 336 Columbia 07/23/58 66 365 Dixie 07/22/58 11 166 Flagler 10/30/91 456 779 Franklin 07/22/58 29 248 Gadsden 07/23/58 9 48 Gilchrist 07/22/58 12 341 Gulf 07/24/58 29 40 Hamilton 07/22/58 23 1 Hardee 07/22/58 49 451 Hernando 07/25/58 39 358 Highlands 07/29/58 50 514 Hillsborough 07/29/58 111 108 Jefferson 07/23/58 33 19 Lafayette 07/23/58 35 120 Lake 07/31/58 56 297 Leon 07/23/58 216 129 Levy 07/22/58 18 63 Liberty 07/24/58 "K" 413 Madison 07/23/58 78 310 Marion 07/29/58 237 447 Orange 07/23/58 403 300 Osceola 07/23/58 26 462 Pasco 07/25/58 96 455 Pinellas 07/24/58 381 683 Polk 07/24/58 165 452 Seminole 07/23/58 178 26 Sumter 08/01/58 5 66 Suwanee 07/23/58 102 360 Taylor 07/22/58 4 254 Volusia 07/23/58 129 244 Wakulla 07/25/58 24 375

A-15 NINTH SUPPLEMENTAL INDENTURE DATED OCTOBER 1, 1960 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 11/23/60 119 158 Bay 11/25/60 28 411 Brevard 10/30/91 3157 3822 Citrus 12/01/60 93 370 Columbia 11/17/60 105 133 Dixie 11/16/60 13 331 Flagler 10/30/91 456 816 Franklin 11/17/60 49 375 Gadsden 11/17/60 29 655 Gilchrist 11/16/60 1 473 Gulf 11/21/60 5 409 Hamilton 11/18/60 37 171 Hardee 11/17/60 60 76 Hernando 11/16/60 65 688 Highlands 11/18/60 108 421 Hillsborough 11/23/60 629 675 Jefferson 11/18/60 8 290 Lafayette 11/16/60 38 185 Lake 11/21/60 141 619 Leon 11/23/60 254 479 Levy 11/16/60 23 537 Liberty 11/17/60 "M" 525 Madison 11/22/60 11 153 Marion 11/18/60 54 420 Orange 11/22/60 817 569 Osceola 11/16/60 68 410 Pasco 11/21/60 158 530 Pinellas 11/16/60 1036 239 Polk 11/18/60 440 179 Seminole 11/21/60 332 203 Sumter 11/30/60 25 318 Suwanee 11/17/60 111 282 Taylor 11/18/60 21 626 Volusia 11/21/60 330 281 Wakulla 11/21/60 28 185

A-16 TENTH SUPPLEMENTAL INDENTURE DATED MAY 1, 1962 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 06/07/62 188 123 Bay 06/15/62 70 173 Brevard 10/30/91 3157 3858 Citrus 06/08/62 120 221 Columbia 06/05/62 130 187 Dixie 06/05/62 15 36 Flagler 10/30/91 456 852 Franklin 06/06/62 58 333 Gadsden 06/05/62 45 493 Gilchrist 06/05/62 7 261 Gulf 06/06/62 14 147 Hamilton 06/05/62 46 407 Hardee 06/05/62 16 449 Hernando 06/05/62 82 326 Highlands 06/11/62 148 617 Hillsborough 06/11/62 949 738 Jefferson 06/05/62 13 606 Lafayette 06/08/62 39 385 Lake 06/06/62 204 1 Leon 06/11/62 48 49 Levy 06/05/62 27 574 Liberty 06/06/62 0 214 Madison 06/05/62 20 76 Marion 06/15/62 112 412 Orange 06/06/62 1060 464 Osceola 06/05/62 90 389 Pasco 06/08/62 202 457 Pinellas 06/01/62 1438 571 Polk 06/14/62 605 696 Seminole 06/13/62 408 102 Sumter 06/13/62 40 85 Suwanee 06/05/62 116 273 Taylor 06/05/62 34 330 Volusia 06/20/62 456 46 Wakulla 06/11/62 31 349

A-17 ELEVENTH SUPPLEMENTAL INDENTURE DATED APRIL 1, 1965 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 05/21/65 324 610 Bay 05/28/65 158 231 Brevard 10/30/91 3157 3894 Citrus 05/13/65 179 485 Columbia 05/17/65 184 314 Dixie 05/13/65 6 485 Flagler 10/30/91 456 888 Franklin 05/19/65 72 497 Gadsden 05/18/65 73 410 Gilchrist 05/13/65 17 11 Gulf 05/18/65 24 717 Hamilton 05/13/65 63 327 Hardee 05/13/65 47 377 Hernando 05/13/65 112 236 Highlands 05/21/65 232 421 Hillsborough 05/12/65 1448 57 Jefferson 05/14/65 23 198 Lafayette 05/13/65 1 687 Lake 05/19/65 287 74 Leon 05/21/65 178 48 Levy 05/21/65 34 519 Liberty 05/14/65 6 1 Madison 05/14/65 34 399 Marion 05/24/65 228 528 Orange 05/25/65 1445 830 Osceola 05/18/65 132 351 Pasco 05/13/65 291 437 Pinellas 05/12/65 2154 77 Polk 05/17/65 929 371 Seminole 05/19/65 535 241 Sumter 05/14/65 68 83 Suwanee 05/17/65 24 673 Taylor 05/17/65 56 129 Volusia 05/19/65 708 531 Wakulla 05/17/65 8 6

A-18 TWELFTH SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1965 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 12/10/65 355 229 Bay 12/20/65 174 619 Brevard 10/30/91 3157 3931 Citrus 12/22/65 192 309 Columbia 12/10/65 194 338 Dixie 12/10/65 9 42 Flagler 10/30/91 456 925 Franklin 12/13/65 76 249 Gadsden 12/10/65 78 606 Gilchrist 12/10/65 19 447 Gulf 12/10/65 26 692 Hamilton 12/10/65 66 303 Hardee 12/10/65 53 426 Hernando 12/13/65 118 441 Highlands 12/20/65 248 20 Hillsborough 12/17/65 1548 603 Jefferson 12/10/65 24 595 Lafayette 12/10/65 2 671 Lake 12/20/65 301 528 Leon 12/20/65 205 170 Levy 12/20/65 36 184 Liberty 12/10/65 6 477 Madison 12/11/65 36 806 Marion 12/27/65 254 153 Orange 12/10/65 1499 785 Osceola 12/10/65 140 445 Pasco 12/13/65 312 19 Pinellas 12/09/65 2283 186 Polk 12/20/65 984 641 Seminole 12/22/65 559 591 Sumter 12/14/65 73 283 Suwanee 12/14/65 30 218 Taylor 12/10/65 59 361 Volusia 12/10/65 755 174 Wakulla 12/20/65 9 390

A-19 THIRTEENTH SUPPLEMENTAL INDENTURE DATED AUGUST 1, 1967 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 08/22/67 458 347 Bay 08/28/67 223 457 Brevard 10/30/91 3157 3964 Citrus 08/28/67 218 756 Columbia 08/22/67 225 304 Dixie 08/22/67 15 367 Flagler 10/30/91 456 962 Franklin 08/28/67 83 556 Gadsden 08/23/67 96 29 Gilchrist 08/22/67 25 131 Gulf 08/22/67 33 618 Hamilton 08/23/67 76 465 Hardee 08/22/67 71 366 Hernando 08/28/67 137 646 Highlands 08/30/67 288 585 Hillsborough 08/28/67 1795 635 Jefferson 08/23/67 30 662 Lafayette 08/22/67 5 694 Lake 08/25/67 342 196 Leon 08/30/67 280 594 Levy 08/28/67 41 262 Liberty 08/23/67 10 90 Madison 08/23/67 44 606 Marion 09/01/67 324 444 Orange 08/24/67 1660 421 Osceola 08/22/67 164 335 Pasco 08/28/67 370 728 Pinellas 08/21/67 2659 498 Polk 09/06/67 1108 900 Seminole 08/31/67 628 506 Sumter 09/06/67 87 602 Suwanee 08/23/67 47 228 Taylor 08/24/67 67 782 Volusia 08/24/67 964 254 Wakulla 08/31/67 14 755

A-20 FOURTEENTH SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1968 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 12/06/68 543 198 Bay 12/18/68 262 487 Brevard 10/30/91 3157 3984 Citrus 12/09/68 239 487 Columbia 12/09/68 242 397 Dixie 12/09/68 20 109 Flagler 10/30/91 456 983 Franklin 12/06/68 88 538 Gadsden 12/12/68 110 7 Gilchrist 12/06/68 29 281 Gulf 12/09/68 38 359 Hamilton 12/06/68 82 245 Hardee 12/06/68 83 221 Hernando 12/09/68 164 395 Highlands 12/11/68 319 390 Hillsborough 12/19/68 1977 890 Jefferson 12/09/68 35 32 Lafayette 12/06/68 9 170 Lake 12/06/68 371 438 Leon 12/19/68 342 572 Levy 12/09/68 44 215 Liberty 12/09/68 12 41 Madison 12/09/68 49 627 Marion 12/20/68 375 12 Orange 12/06/68 1785 837 Osceola 12/06/68 183 688 Pasco 12/06/68 423 607 Pinellas 12/06/68 2964 580 Polk 12/10/68 1193 854 Seminole 12/18/68 695 638 Sumter 01/02/69 98 509 Suwanee 12/06/68 60 50 Taylor 12/09/68 73 494 Volusia 12/09/68 1060 466 Wakulla 12/19/68 18 593

A-21 FIFTEENTH SUPPLEMENTAL INDENTURE DATED AUGUST 1, 1969 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 08/26/69 592 206 Bay 09/03/69 283 513 Brevard 10/30/91 3157 4002 Citrus 08/26/69 251 437 Columbia 09/05/69 251 586 Dixie 08/26/69 21 705 Flagler 10/30/91 456 1001 Franklin 08/26/69 92 363 Gadsden 08/26/69 116 723 Gilchrist 09/04/69 31 539 Gulf 08/26/69 41 23 Hamilton 08/26/69 85 292 Hardee 08/26/69 91 19 Hernando 09/03/69 191 745 Highlands 09/05/69 339 90 Hillsborough 09/03/69 2073 501 Jefferson 08/26/69 37 193 Lafayette 08/26/69 12 235 Lake 09/11/69 389 148 Leon 09/05/69 377 548 Levy 08/26/69 6 348 Liberty 08/29/69 12 680 Madison 08/26/69 52 263 Marion 09/08/69 399 668 Orange 08/27/69 1867 156 Osceola 09/03/69 192 726 Pasco 08/26/69 459 315 Pinellas 08/26/69 3149 131 Polk 09/04/69 1241 971 Seminole 09/05/69 740 500 Sumter 09/05/69 104 504 Suwanee 08/26/69 66 489 Taylor 08/26/69 77 44 Volusia 08/26/69 1123 577 Wakulla 09/05/69 21 231

A-22 SIXTEENTH SUPPLEMENTAL INDENTURE DATED FEBRUARY 1, 1970 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 03/13/70 625 297 Bay 03/23/70 298 539 Brevard 10/30/91 3157 4019 Citrus 03/16/70 261 729 Columbia 03/13/70 257 622 Dixie 03/13/70 23 107 Flagler 10/30/91 456 1019 Franklin 03/13/70 94 507 Gadsden 03/13/70 121 571 Gilchrist 03/20/70 33 449 Gulf 03/16/70 43 244 Hamilton 03/14/70 87 291 Hardee 03/16/70 97 225 Hernando 03/20/70 212 536 Highlands 03/20/70 352 25 Hillsborough 03/20/70 2146 824 Jefferson 03/13/70 38 643 Lafayette 03/16/70 14 42 Lake 03/13/70 400 545 Leon 04/02/70 406 203 Levy 03/20/70 11 150 Liberty 03/13/70 13 494 Madison 03/13/70 54 152 Marion 03/20/70 419 113 Orange 03/20/70 1927 853 Osceola 03/13/70 199 282 Pasco 03/13/70 487 207 Pinellas 03/23/70 3294 582 Polk 03/27/70 1278 4 Seminole 03/20/70 771 384 Sumter 03/27/70 109 1 Suwanee 03/13/70 71 61 Taylor 03/16/70 79 282 Volusia 03/13/70 1183 353 Wakulla 03/24/70 23 36

A-23 SEVENTEENTH SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1970 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 12/15/70 678 70 01/08/71 682 405B Bay 01/11/71 321 565 Brevard 10/30/91 3157 4030 Citrus 01/07/71 277 324 Columbia 12/16/70 266 25 01/07/71 266 351 Dixie 01/07/71 25 246 Flagler 10/30/91 456 1030 Franklin 12/15/70 98 171 01/18/71 98 472 Gadsden 01/07/71 128 705 Gilchrist 01/13/71 36 5 Gulf 12/16/70 46 132 Hamilton 12/16/70 90 201 01/08/71 90 325 Hardee 12/16/70 106 109 01/07/71 107 15 Hernando 12/16/70 246 299 01/13/71 252 715 Highlands 01/11/71 372 79 Hillsborough 01/11/71 2261 308 Jefferson 12/16/70 41 467 Lafayette 01/06/71 16 144 Lake 01/12/71 421 742 Leon 01/14/71 449 244 Levy 01/11/71 18 65 Liberty 12/16/70 14 535 Madison 01/07/71 56 911 Marion 01/11/71 449 33 Orange 01/11/71 2021 24 Osceola 01/29/71 212 353 Pasco 01/08/71 524 86 Pinellas 01/14/71 3467 449 Polk 01/14/71 1331 880 Seminole 01/11/71 819 223 Sumter 01/11/71 115 308 Suwanee 12/17/70 77 82 Taylor 12/17/70 83 53 Volusia 01/11/71 1257 142 Wakulla 01/12/71 26 175

A-24 EIGHTEENTH SUPPLEMENTAL INDENTURE DATED OCTOBER 1, 1971 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 11/17/71 755 116 Bay 11/09/71 351 33 Brevard 10/30/91 3157 4062 Citrus 11/16/71 296 490 Columbia 11/15/71 278 597 Dixie 11/09/71 31 23 Flagler 10/30/91 456 1062 Franklin 11/09/71 103 278 Gadsden 11/10/71 138 360 Gilchrist 11/16/71 39 92 Gulf 11/11/71 49 107 Hamilton 11/09/71 93 538 Hardee 11/09/71 119 63 Hernando 11/17/71 280 1 Highlands 11/16/71 393 578 Hillsborough 11/17/71 2393 263 Jefferson 11/11/71 45 135 Lafayette 11/09/71 19 91 Lake 11/16/71 447 834 Leon 11/12/71 496 190 Levy 11/16/71 26 748 Liberty 11/10/71 16 108 Madison 11/11/71 61 220 Marion 11/16/71 487 239 Orange 11/18/71 2144 179 Osceola 11/10/71 229 360 Pasco 11/12/71 569 344 Pinellas 11/09/71 3659 630 Polk 11/16/71 1400 1 Seminole 11/16/71 892 460 Sumter 11/09/71 123 457 Suwanee 11/12/71 86 28 Taylor 11/09/71 87 706 Volusia 11/09/71 1352 118 Wakulla 11/16/71 30 218

A-25 NINETEENTH SUPPLEMENTAL INDENTURE DATED JUNE 1, 1971 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 07/31/72 797 81 Bay 07/31/72 378 483 Brevard 10/30/91 3157 4079 Citrus 08/01/72 314 557 Columbia 07/31/72 290 418 Dixie 07/31/72 35 44 Flagler 10/30/91 456 1079 Franklin 07/31/72 107 442 Gadsden 07/31/72 147 296 Gilchrist 07/31/72 41 148 Gulf 07/31/72 51 371 Hamilton 07/31/72 96 573 Hardee 07/31/72 130 35 Hernando 07/31/72 295 702 Highlands 07/31/72 409 578 Hillsborough 07/31/72 2518 15 Jefferson 07/31/72 48 389 Lafayette 08/04/72 22 70 Lake 08/02/72 474 134 Leon 08/02/72 537 763 Levy 08/02/72 35 5 Liberty 08/03/72 17 319 Madison 08/03/72 65 120 Marion 08/02/72 521 427 Orange 08/03/72 2259 950 Osceola 08/02/72 245 626 Pasco 08/03/72 619 487 Pinellas 08/02/72 3846 454 Polk 08/02/72 1467 276 Seminole 08/03/72 948 1035 Sumter 08/02/72 131 348 Suwanee 08/02/72 93 785 Taylor 08/03/72 92 198 Volusia 08/02/72 1456 420 Wakulla 08/03/72 33 147

A-26 TWENTIETH SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1972 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 01/22/73 818 709 Bay 01/22/73 400 226 Brevard 10/30/91 3157 4096 Citrus 01/22/73d 328 152 Columbia 01/22/73 298 244 Dixie 01/22/73 38 92 Flagler 10/30/91 456 1096 Franklin 01/22/73 110 446 Gadsden 01/22/73 154 117 Gilchrist 01/2273 42 685 Gulf 01/22/73 52 813 Hamilton 01/22/73 99 270 Hardee 01/22/73 138 88 Herdando 01/22/73 306 325 Highlands 01/22/73 422 5 Hillsborough 01/22/73 2612 659 Jefferson 01/23/73 50 632 Lafayette 01/22/73 23 338 Lake 01/22/73 492 696 Leon 01/25/73 567 238 Levy 01/22/73 40 755 Liberty 01/23/73 18 51 Madison 01/23/73 67 413 Marion 01/22/73 546 125 Orange 01/22/73 2345 569 Osceola 01/24/73 256 564 Pasco 01/22/73 654 281 Pinellas 01/23/73 3980 788 Polk 01/24/73 1514 854 Seminole 01/22/73 136 696 Sumter 01/22/73 136 696 Suwanee 01/22/73 98 583 Taylor 01/22/73 95 99 Volusia 01/22/73 1533 327 Wakulla 01/26/73 35 266

A-27 TWENTY-FIRST SUPPLEMENTAL INDENTURE DATED JUNE 1, 1973 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 08/30/73 850 668 Bay 08/30/73 431 401 Brevard 10/30/91 3157 4126 Citrus 08/31/73 349 609 Columbia 08/30/73 309 245 Dixie 08/30/73 41 473 Flagler 10/30/91 456 1126 Franklin 08/31/73 115 120 Gadsden 08/31/73 164 90 Gilchrist 08/31/73 45 387 Gulf 09/04/73 54 736 Hamilton 09/04/73 104 250 Hardee 08/31/73 149 295 Herdando 08/31/73 321 479 Highlands 08/31/73 442 961 Hillsborough 08/31/73 2740 278 Jefferson 08/31/73 54 591 Lafayette 09/07/73 26 73 Lake 08/31/73 520 70 Leon 09/06/73 609 543 Levy 09/05/73 50 741 Liberty 08/31/73 19 111 Madison 08/31/73 71 22 Marion 09/04/73 585 491 Orange 09/07/73 2448 1009 Osceola 09/06/73 272 204 Pasco 09/04/73 707 613 Pinellas 08/31/73 4073 767 Polk 08/31/73 1550 1341 Seminole 09/04/73 993 0048 Sumter 08/31/73 144 265 Suwanee 09/04/73 106 192 Taylor 08/31/73 99 444 Volusia 08/31/73 1647 440 Wakulla 08/31/73 38 458

A-28 TWENTY-SECOND SUPPLEMENTAL INDENTURE DATED DECEMBER 1, 1973 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 02/28/74 876 74 Bay 02/28/74 457 572 Brevard 10/30/91 3157 4155 Citrus 03/18/74 365 200 Columbia 03/01/74 319 179 Dixie 02/28/74 44 149 Flagler 10/30/91 456 1155 Franklin 03/01/74 119 14 Gadsden 03/01/74 171 264 Gilchrist 02/28/74 48 25 Gulf 03/01/74 56 427 Hamilton 03/01/74 109 89 Hardee 02/28/74 158 140 Herdando 02/28/74 333 455 Highlands 02/28/74 458 394 Hillsborough 02/28/74 2842 642 Jefferson 03/01/74 58 5 Lafayette 03/01/74 28 34 Lake 03/04/74 540 77 Leon 03/01/74 638 672 Levy 02/28/74 57 769 Liberty 03/01/74 20 54 Madison 03/01/74 73 545 Marion 02/28/74 617 19 Orange 02/28/74 2504 1707 Osceola 03/01/74 284 344 Pasco 03/01/74 739 1360 Pinellas 02/28/74 4141 1397 Polk 02/28/74 1578 1983 Seminole 03/04/74 1010 1601 Sumter 03/01/74 150 278 Suwanee 03/04/74 111 766 Taylor 03/04/74 102 694 Volusia 03/04/74 1712 645 Wakulla 03/05/74 40 626

A-29 TWENTY-THIRD SUPPLEMENTAL INDENTURE DATED OCTOBER 1, 1976 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 11/29/76 1035 716 Bay 11/29/76 600 687 Brevard 10/30/91 3157 4184 Citrus 12/08/76 448 668 Columbia 12/03/76 370 898 Dixie 11/29/76 56 160 Flagler 10/30/91 456 1184 Franklin 11/29/76 136 420 Gadsden 12/06/76 219 533 Gilchrist 11/30/76 62 464 Gulf 11/30/76 68 753 Hamilton 11/30/76 131 855 Hardee 11/29/76 212 10 Herdando 12/03/76 397 623 Highlands 11/29/76 535 951 Hillsborough 11/29/76 3181 1281 Jefferson 11/29/76 75 198 Lafayette 11/29/76 36 422 Lake 12/06/76 620 66 Leon 11/30/76 823 723 Levy 11/29/76 98 32 Liberty 11/29/76 25 104 Madison 12/06/76 89 124 Marion 12/08/76 779 258 Orange 12/06/76 2745 889 Osceola 11/30/76 345 524 Pasco 12/03/76 867 1165 Pinellas 12/03/76 4484 1651 Polk 11/29/76 1720 2000 Seminole 12/06/76 1105 1137 Sumter 11/30/76 181 97 Suwanee 11/29/76 146 437 Taylor 11/30/76 123 111 Volusia 12/06/76 1872 1438 Wakulla 12/07/76 53 837

A-30 TWENTY-FOURTH SUPPLEMENTAL INDENTURE DATED APRIL 1, 1979 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 06/11/79 1212 956 Bay 06/12/79 734 343 Brevard 10/30/91 3157 4212 Citrus 06/12/79 538 1687 Columbia 06/14/79 429 139 Dixie 06/12/79 68 122 Flagler 10/30/91 456 1212 Franklin 06/13/79 159 186 Gadsden 06/13/79 259 396 Gilchrist 06/12/79 77 260 Gulf 06/14/79 78 174 Hamilton 06/12/79 142 859 Hardee 06/12/79 245 558 Herdando 06/12/79 443 17 Highlands 06/13/79 620 77 Hillsborough 06/12/79 3523 1162 Jefferson 06/13/79 93 685 Lafayette 06/13/79 44 496 Lake 06/12/79 678 266 Leon 06/15/79 931 526 Levy 06/12/79 141 163 Liberty 06/13/79 30 394 Madison 06/13/79 108 655 Marion 06/13/79 976 451 Orange 06/13/79 3018 812 Osceola 06/12/79 438 115 Pasco 06/14/79 1013 126 Pinellas 06/12/79 4867 291 Polk 06/12/79 1881 2012 Seminole 06/12/79 1228 606 Sumter 06/12/79 216 642 Suwanee 06/12/79 184 514 Taylor 06/13/79 145 686 Volusia 06/12/79 2082 1430 Wakulla 06/13/79 69 884

A-31 TWENTY-FIFTH SUPPLEMENTAL INDENTURE DATED APRIL 1, 1980 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 07/25/80 1290 319 Bay 07/25/80 794 596 Brevard 10/30/91 3157 4238 Citrus 07/28/80 560 2030 Columbia 07/24/80 451 126 Dixie 07/24/80 73 220 Flagler 10/30/91 456 1238 Franklin 07/28/80 169 589 Gadsden 07/25/80 275 649 Gilchrist 07/24/80 84 551 Gulf 07/28/80 82 290 Hamilton 07/25/80 148 774 Hardee 07/25/80 257 823 Herdando 07/24/80 465 441 Highlands 07/29/80 658 523 Hillsborough 07/24/80 3684 411 Jefferson 07/25/80 101 387 Lafayette 07/24/80 47 586 Lake 07/24/80 705 977 Leon 07/25/80 966 426 Levy 07/25/80 161 478 Liberty 07/25/80 32 981 Madison 07/28/80 117 572 Marion 07/28/80 1027 1141 Orange 07/25/80 3127 1401 Osceola 07/30/80 489 198 Pasco 07/25/80 1077 1362 Pinellas 06/24/80 5038 2013 Polk 07/25/80 1956 1808 Seminole 07/28/80 1288 1105 Sumter 07/25/80 233 598 Suwanee 07/29/80 200 618 Taylor 07/28/80 156 740 Volusia 07/25/80 2185 587 Wakulla 07/28/80 76 879

A-32 TWENTY-SIXTH SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1980 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 01/27/81 1326 527 Bay 01/26/81 823 570 Brevard 10/30/91 3157 4267 Citrus 01/28/81 570 1391 Columbia 01/27/81 461 435 Dixie 01/23/81 75 785 Flagler 10/30/91 456 1267 Franklin 01/27/81 174 320 Gadsden 01/26/81 282 356 Gilchrist 01/23/81 87 484 Gulf 01/26/81 84 307 Hamilton 01/26/81 151 44 Hardee 01/27/81 264 214 Herdando 01/26/81 476 916 Highlands 01/26/81 676 12 Hillsborough 01/26/81 3760 1223 Jefferson 01/26/81 104 658 Lafayette 01/27/81 49 175 Lake 01/27/81 717 2439 Leon 01/30/81 983 1982 Levy 01/26/81 169 716 Liberty 01/26/81 33 875 Madison 01/27/81 121 535 Marion 01/26/81 1051 47 Orange 01/26/81 3167 2388 Osceola 01/28/81 512 78 Pasco 01/26/81 1108 1247 Pinellas 12/31/80 5128 1781 Polk 01/27/81 1994 436 Seminole 01/27/81 1317 775 Sumter 01/26/81 241 211 Suwanee 01/27/81 209 696 Taylor 01/26/81 161 461 Volusia 01/26/81 2236 1396 Wakulla 01/26/81 79 837

A-33 TWENTY-SEVENTH SUPPLEMENTAL INDENTURE DATED NOVEMBER 15, 1980 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 02/10/81 1328 880 Bay 02/10/81 825 667 Brevard 10/30/91 3157 4295 Citrus 02/13/81 571 1236 Columbia 02/09/81 462 275 Dixie 02/09/81 76 147 Flagler 10/30/91 456 1295 Franklin 02/11/81 174 590 Gadsden 02/11/81 283 105 Gilchrist 02/13/81 88 100 Gulf 02/17/81 84 561 Hamilton 02/11/81 151 256 Hardee 02/11/81 264 618 Herdando 02/10/81 477 904 Highlands 02/11/81 677 519 Hillsborough 02/10/81 3766 35 Jefferson 02/12/81 105 318 Lafayette 02/10/81 49 299 Lake 02/10/81 718 2428 Leon 02/18/81 985 1655 Levy 02/12/81 170 567 Liberty 02/12/81 34 94 Madison 02/11/81 122 47 Marion 02/10/81 1052 1660 Orange 02/11/81 3171 1797 Osceola 02/13/81 514 336 Pasco 02/10/81 1111 307 Pinellas 02/10/81 5147 951 Polk 02/11/81 1997 527 Seminole 02/11/81 1319 1660 Sumter 02/11/81 241 746 Suwanee 02/11/81 210 652 Taylor 02/11/81 161 793 Volusia 02/10/81 2241 333 Wakulla 02/11/81 80 188

A-34 TWENTY-EIGHTH SUPPLEMENTAL INDENTURE DATED MAY 1, 1981 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 06/08/81 1351 161 Bay 07/20/81 853 623 Brevard 10/30/91 3157 4321 Citrus 06/08/81 578 919 Columbia 06/08/81 469 507 Dixie 06/09/81 78 172 Flagler 10/30/91 456 1321 Franklin 06/10/81 178 166 Gadsden 06/08/81 286 1847 Gilchrist 06/05/81 90 526 Gulf 06/09/81 85 881 Hamilton 06/08/81 152 776 Hardee 06/05/81 267 797 Herdando 06/05/81 484 1645 Highlands 06/05/81 689 338 Hillsborough 06/05/81 3814 700 Jefferson 06/09/81 107 352 Lafayette 06/05/81 50 758 Lake 06/08/81 727 209 Leon 06/08/81 996 1780 Levy 06/08/81 176 81 Liberty 06/12/81 34 859 Madison 06/08/81 125 615 Marion 06/05/81 1068 1824 Orange 06/08/81 3199 783 Osceola 06/09/81 532 1 Pasco 06/05/81 1132 1007 Pinellas 06/05/81 5201 1902 Polk 06/12/81 2022 642 Seminole 06/08/81 1340 894 Sumter 06/05/81 246 210 Suwanee 06/05/81 217 153 Taylor 06/09/81 165 536 Volusia 06/05/81 2272 1296 Wakulla 06/08/81 82 500

A-35 TWENTY-NINTH SUPPLEMENTAL INDENTURE DATED SEPTEMBER 1, 1982 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 10/06/82 1440 284 Bay 10/08/82 912 523 Brevard 10/30/91 3157 4348 Citrus 10/07/82 604 1403 Columbia 10/06/82 498 260 Dixie 10/07/82 85 2 Flagler 10/30/91 456 1348 Franklin 10/11/82 191 239 Gadsden 10/08/82 297 266 Gilchrist 10/07/82 98 657 Gulf 10/07/82 91 125 Hamilton 10/06/82 159 396 Hardee 10/07/82 281 339 Herdando 10/06/82 510 1386 Highlands 10/08/82 733 571 Hillsborough 10/06/82 4009 985 Jefferson 10/08/82 115 766 Lafayette 10/06/82 55 163 Lake 10/08/82 759 836 Leon 10/07/82 1041 20 Levy 10/06/82 198 511 Liberty 10/07/82 38 218 Madison 10/07/82 136 685 Marion 10/06/82 1128 717 Orange 10/07/82 3316 738 Osceola 10/11/82 606 68 Pasco 10/06/82 1212 1279 Pinellas 10/07/82 5411 1407 Polk 10/07/82 2110 93 Seminole 10/06/82 1416 535 Sumter 10/06/82 263 631 Suwanee 10/06/82 238 524 Taylor 10/07/82 178 879 Volusia 10/06/82 2391 1879 Wakulla 10/07/82 91 306

A-36 THIRTIETH SUPPLEMENTAL INDENTURE DATED OCTOBER 1, 1982 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 12/02/82 1450 90 Bay 12/06/82 916 1538 Brevard 10/30/91 3157 4364 Citrus 12/03/82 607 1034 Columbia 12/06/82 501 729 Dixie 12/06/82 86 49 Flagler 10/30/91 456 1364 Franklin 12/07/82 192 448 Gadsden 12/06/82 298 608 Gilchrist 12/03/82 100 18 Gulf 12/07/82 91 744 Hamilton 12/06/82 160 118 Hardee 12/08/82 283 11 Herdando 12/03/82 513 992 Highlands 12/07/82 738 221 Hillsborough 12/03/82 4033 293 Jefferson 12/06/82 117 9 Lafayette 12/06/82 55 444 Lake 12/03/82 763 19 Leon 12/07/82 1047 812 Levy 12/06/82 201 136 Liberty 12/08/82 38 547 Madison 12/07/82 137 808 Marion 12/07/82 1135 1015 Orange 12/06/82 3330 2301 Osceola 12/09/82 615 721 Pasco 12/06/82 1222 1592 Pinellas 11/23/82 5434 229 Polk 12/08/82 2121 118 Seminole 12/06/82 1425 1476 Sumter 12/06/82 265 768 Suwanee 12/07/82 240 699 Taylor 12/06/82 180 189 Volusia 12/06/82 2406 460 Wakulla 12/06/82 92 272

A-37 THIRTY-FIRST SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1991 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 12/05/91 1836 2215 Bay 12/04/91 1347 1335 Brevard 12/05/91 3165 1204 Citrus 12/04/91 917 725 Columbia 12/04/91 753 1847 Dixie 12/09/91 156 90 Flagler 12/04/91 458 1266 Franklin 12/04/91 364 11 Gadsden 12/04/91 386 1240 Gilchrist 12/09/91 182 573 Gulf 12/04/91 148 72 Hamilton 12/04/91 294 236 Hardee 12/04/91 420 322 Herdando 12/03/91 843 1139 Highlands 12/03/91 1161 1860 Hillsborough 12/04/91 6449 1412 Jefferson 12/04/91 225 39 Lafayette 12/05/91 87 430 Lake 12/04/91 1138 1083 Leon 12/04/91 1530 452 Levy 12/05/91 446 454 Liberty 12/04/91 68 508 Madison 12/04/91 258 173 Marion 12/04/91 1787 161 Orange 12/06/91 4352 22 Osceola 12/05/91 1042 587 Pasco 12/03/91 2071 503 Pinellas 11/13/91 7731 740 Polk 12/06/91 3041 1252 Seminole 12/05/91 2364 1942 Sumter 12/03/91 443 254 Suwanee 12/05/91 423 515 Taylor 12/04/91 296 232 Volusia 12/09/91 3712 968 Wakulla 12/05/91 185 524

A-38 THIRTY-SECOND SUPPLEMENTAL INDENTURE DATED DECEMBER 1, 1992 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 12/30/92 1888 2338 Bay 12/30/92 1410 42 Brevard 12/29/92 3256 2503 Citrus 12/29/92 965 231 Columbia 12/30/92 769 532 Dixie 12/30/92 165 484 Flagler 12/30/92 480 212 Franklin 12/30/92 399 1 Gadsden 12/30/92 399 1762 Gilchrist 12/30/92 194 693 Gulf 01/06/93 157 343 Hamilton 12/29/92 314 215 Hardee 12/31/92 439 211 Herdando 12/29/92 894 688 Highlands 12/29/92 1200 1665 Hillsborough 12/30/92 6838 810 Jefferson 12/30/92 250 196 Lafayette 12/30/92 92 129 Lake 12/30/92 1203 323 Leon 01/07/93 1611 2296 Levy 12/29/92 479 312 Liberty 12/30/92 73 427 Madison 12/30/92 292 205 Marion 12/29/92 1888 1815 Orange 12/30/92 4506 2985 Osceola 12/31/92 1102 2325 Pasco 12/29/92 3101 950 Pinellas 12/15/92 8120 1705 Polk 12/31/92 3185 899 Seminole 12/29/92 2525 1408 Sumter 12/29/92 471 468 Suwanee 12/29/92 449 469 Taylor 01/21/93 313 221 Volusia 12/30/92 3797 1647 Wakulla 12/31/92 204 765

A-39 THIRTY-THIRD SUPPLEMENTAL INDENTURE DATED DECEMBER 1, 1992 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 12/30/92 1888 2426 Bay 12/30/92 1410 130 Brevard 12/29/92 3256 2592 Citrus 12/29/92 965 319 Columbia 12/30/92 769 622 Dixie 12/30/92 165 572 Flagler 12/30/92 480 300 Franklin 12/30/92 399 89 Gadsden 12/30/92 399 1850 Gilchrist 12/30/92 195 1 Gulf 01/06/93 157 431 Hamilton 12/29/92 315 1 Hardee 12/31/92 439 299 Herdando 12/29/92 894 776 Highlands 12/29/92 1200 1754 Hillsborough 12/30/92 6838 898 Jefferson 12/30/92 250 285 Lafayette 12/30/92 92 217 Lake 12/30/92 1203 411 Leon 01/07/93 1611 2384 Levy 12/29/92 479 400 Liberty 12/30/92 73 515 Madison 12/30/92 292 293 Marion 12/29/92 1888 1903 Orange 12/30/92 4506 3073 Osceola 12/31/92 1102 2413 Pasco 12/29/92 3101 1038 Pinellas 12/15/92 8120 1795 Polk 12/31/92 3185 987 Seminole 12/29/92 2525 1496 Sumter 12/29/92 471 556 Suwanee 12/29/92 449 595 Taylor 01/21/93 313 309 Volusia 12/30/92 3797 1735 Wakulla 12/31/92 204 853

A-40 THIRTY-FOURTH SUPPLEMENTAL INDENTURE DATED FEBRUARY 1, 1993 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 02/23/93 1895 1712 Bay 02/22/93 1418 1202 Brevard 02/22/93 3268 4928 Citrus 03/03/93 972 1372 Columbia 02/23/93 771 1030 Dixie 02/23/93 166 771 Flagler 02/23/93 483 86 Franklin 02/23/93 404 209 Gadsden 02/22/93 402 153 Gilchrist 02/22/93 196 612 Gulf 02/22/93 158 636 Hamilton 02/22/93 317 37 Hardee 02/26/93 442 29 Herdando 02/22/93 901 1009 Highlands 02/23/93 1206 1393 Hillsborough 02/23/93 6891 182 Jefferson 02/23/93 254 267 Lafayette 02/22/93 92 788 Lake 02/22/93 1211 1060 Leon 02/23/93 1621 51 Levy 02/22/93 484 459 Liberty 02/22/93 74 366 Madison 02/22/93 297 50 Marion 03/01/93 1902 1706 Orange 03/01/93 4527 4174 Osceola 02/23/93 1111 2070 Pasco 03/01/93 3118 1205 Pinellas 02/09/93 8173 382 Polk 02/22/93 3203 2186 Seminole 02/22/93 2547 765 Sumter 02/22/93 475 750 Suwanee 02/23/93 454 51 Taylor 02/25/93 314 853 Volusia 02/23/93 3808 3551 Wakulla 02/23/93 207 396

A-41 THIRTY-FIFTH SUPPLEMENTAL INDENTURE DATED MARCH 1, 1993 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 03/22/93 1898 2769 Bay 03/23/93 1423 659 Brevard 03/22/93 3275 3473 Citrus 03/22/93 975 1 Columbia 03/24/93 772 1536 Dixie 03/23/93 167 499 Flagler 03/23/93 484 1113 Franklin 03/22/93 407 47 Gadsden 03/22/93 403 66 Gilchrist 03/22/93 197 704 Gulf 03/22/93 159 388 Hamilton 03/22/93 320 1 Hardee 03/22/93 443 137 Herdando 03/22/93 905 480 Highlands 03/22/93 1210 47 Hillsborough 03/22/93 6917 972 Jefferson 03/24/93 257 40 Lafayette 03/23/93 93 218 Lake 03/23/93 1216 1165 Leon 03/23/93 1626 1941 Levy 03/23/93 487 375 Liberty 03/22/93 74 627 Madison 03/22/93 299 211 Marion 03/22/93 1910 738 Orange 03/23/93 4539 2634 Osceola 03/25/93 1115 2511 Pasco 03/22/93 3129 149 Pinellas 03/10/93 8200 2030 Polk 03/22/93 3214 1331 Seminole 03/22/93 2559 1330 Sumter 03/22/93 478 191 Suwanee 03/24/93 456 58 Taylor 03/26/93 316 580 Volusia 03/23/93 3814 4453 Wakulla 03/22/93 208 563

A-42 THIRTY-SIXTH SUPPLEMENTAL INDENTURE DATED JULY 1, 1993 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 08/06/93 1919 2335 Bay 08/09/93 1447 1661 Brevard 08/05/93 3312 2304 Citrus 08/06/93 994 111 Columbia 08/09/93 778 736 Dixie 08/10/93 171 595 Flagler 08/06/93 493 183 Franklin 08/16/93 423 78 Gadsden 08/06/93 407 1440 Gilchrist 08/06/93 202 372 Gulf 08/06/93 162 831 Hamilton 08/06/93 326 301 Hardee 08/06/93 450 623 Herdando 08/09/93 925 1936 Highlands 08/06/93 1225 1608 Hillsborough 08/05/93 7071 222 Jefferson 08/10/93 266 252 Lafayette 08/09/93 95 394 Lake 08/06/93 1241 430 Leon 08/09/93 1660 1955 Levy 08/06/93 500 395 Liberty 08/06/93 76 362 Madison 08/06/93 312 20 Marion 08/06/93 1948 1022 Orange 08/09/93 4602 366 Osceola 08/06/93 1138 832 Pasco 08/05/93 3182 104 Pinellas 07/20/93 8342 522 Polk 08/05/93 3268 1251 Seminole 08/09/93 2627 330 Sumter 08/05/93 489 700 Suwanee 08/09/93 467 488 Taylor 08/06/93 323 490 Volusia 08/06/93 3848 2752 Wakulla 08/06/93 217 104

A-43 THIRTY-SEVENTH SUPPLEMENTAL INDENTURE DATED DECEMBER 1, 1993 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 12/29/93 1942 1768 Bay 12/29/93 1473 1090 Brevard 12/28/93 3353 2186 Citrus 12/29/93 1013 1791 Columbia 12/30/93 784 1174 Dixie 01/04/94 175 744 Flagler 12/30/93 503 269 Franklin 12/30/93 437 69 Gadsden 12/29/93 412 1638 Gilchrist 01/03/94 207 597 Gulf 12/29/93 166 710 Hamilton 12/29/93 334 78 Hardee 12/28/93 458 139 Herdando 12/30/93 947 1037 Highlands 12/29/93 1241 1888 Hillsborough 12/29/93 7235 1829 Jefferson 12/30/93 276 231 Lafayette 12/29/93 97 746 Lake 12/29/93 1267 2229 Leon 12/29/93 1698 1017 Levy 12/30/93 512 733 Liberty 12/29/93 78 291 Madison 12/29/93 324 302 Marion 12/29/93 1990 1962 Orange 12/29/93 4675 2208 Osceola 12/30/93 1163 2641 Pasco 12/29/93 3239 112 Pinellas 12/15/93 8502 2162 Polk 12/28/93 3327 562 Seminole 12/28/93 2703 466 Sumter 12/28/93 502 167* Suwanee 12/29/93 478 324 Taylor 12/29/93 330 533 Volusia 12/29/93 3885 2736 Wakulla 12/30/93 224 727

- ------------------------ * Due to a scriveners error, the Thirty-Ninth and Fortieth Supplemental Indentures to the Original Indenture erroneously indicated a page number of 157. A-44 THIRTY-EIGHTH SUPPLEMENTAL INDENTURE DATED JULY 25, 1994 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 08/08/94 1975 2678 Bay 08/08/94 1516 432 Brevard 08/08/94 3412 3309 Citrus 08/08/94 1044 2108 Columbia 08/08/94 794 188 Dixie 08/11/94 183 3 Flagler 08/08/94 516 1458 Franklin 08/10/94 465 42 Gadsden 08/09/94 422 570 Gilchrist 08/10/94 216 477 Gulf 08/08/94 172 664 Hamilton 08/08/94 347 189 Hardee 08/08/94 471 495 Herdando 09/06/94 983 887 Highlands 08/08/94 1267 791 Hillsborough 08/10/94 7485 745 Jefferson 08/09/94 298 22 Lafayette 08/09/94 101 626 Lake 08/09/94 1311 1274 Leon 08/08/94 1754 594 Levy 08/08/94 533 45 Liberty 08/09/94 81 566 Madison 08/08/94 348 172 Marion 08/10/94 2060 1272 Orange 08/09/94 4779 4850 Osceola 08/08/94 1205 1060 Pasco 08/08/94 3326 1162 Pinellas 07/25/94 8734 1574 Polk 08/08/94 3423 2168 Seminole 08/08/94 2809 131 Sumter 08/08/94 524 256 Suwanee 08/08/94 500 170 Taylor 08/09/94 342 576 Volusia 08/11/94 3942 4371 Wakulla 08/10/94 239 322

A-45 THIRTY-NINTH SUPPLEMENTAL INDENTURE DATED JULY 1, 2001 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 7/16/01 2371 1703 Bay 7/24/01 2052 225 Brevard 7/24/01 4387 206 Citrus 7/16/01 1440 322 Columbia 7/24/01 931 1741 Dixie 7/23/01 262 1 Flagler 7/24/01 758 320 Franklin 7/26/01 671 542 Gadsden 7/23/01 529 134 Gilcrest 7/23/01 2001 3068 Gulf 7/24/01 262 872 Hamilton 7/23/01 504 59 Hardee 7/23/01 614 764 Hernando 7/16/01 1437 619 Highlands 7/16/01 1556 1380 Hillsborough 7/23/01 10952 1626 Jefferson 7/23/01 471 268 Lafayette 7/23/01 169 348 Lake 7/16/01 1974 2275 Leon 7/23/01 2530 74 Levy 7/23/01 752 726 Liberty 7/23/01 124 311 Madison 7/24/01 587 48 Manatee 7/23/01 1692 6974 Marion 7/16/01 2987 1131 Orange 7/16/01 6302 3365 Osceola 7/16/01 1902 1112 Pasco 7/16/01 4667 77 Pinellas 7/13/01 11475 2488 Polk 7/16/01 4751 1 Seminole 7/16/01 4128 170 Sumter 7/16/01 894 40 Suwannee 7/23/01 877 77 Taylor 7/23/01 464 215 Volusia 7/17/01 4714 4356 Wakulla 7/23/01 414 599

A-46 FORTIETH SUPPLEMENTAL INDENTURE DATED JULY 1, 2002 STATE OF FLORIDA

County Date of Recordation Book Page - ------------ ------------------- ---- ---- Alachua 7/19/02 2486 439 Bay 7/19/02 2164 520 Brevard 7/01/01 4641 2591 Citrus 7/19/02 1521 2 Columbia 7/19/02 958 500 Dixie 7/19/02 277 1 Flagler 7/24/02 838 776 Franklin 7/24/02 706 23 Gadsden 7/19/02 548 415 Gilchrist* 7/19/02 Instrument Number 2002 3363 Gulf 7/19/02 285 369 Hamilton 7/19/02 530 143 Hardee 7/19/02 630 147 Hernando 7/19/02 1552 745 Highlands 7/19/02 1616 1919 Hillsborough 7/19/02 11790 0680 Jefferson 7/22/02 0492 0001 Lafayette 7/19/02 181 406 Lake 7/22/02 02145 1576 Leon 7/19/02 R2697 01718 Levy 7/19/02 795 531 Liberty 7/19/02 131 454 Madison 7/19/02 627 171 Manatee 7/19/02 1759 970 Marion 7/19/02 3203 0458 Orange 7/23/02 6573 5463 Osceola 7/22/02 2082 1419 Pasco 7/19/02 5012 1362 Pinellas 7/26/02 12128 1700 Polk 7/19/02 5064 0027 Seminole 7/23/02 4468 0429 Sumter 7/19/02 988 512 Suwannee 7/19/02 948 7 Taylor 7/19/02 484 562 Volusia 7/19/02 4898 2002 Wakulla 7/22/02 450 344

- ------------------- * Gilchrist County utilizes an instrument number indexing system rather than a book/page indexing system. A-47 EXHIBIT B PROPERTY DESCRIPTIONS B-1 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ----------------------------------------------------------------------------------------- DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ----------------------------------------------------------------------------------------- TR SEYMOUR, JERRY L., AND JOAN E. 29 19S 26E 2251 SEYMOUR - ----------------------------------------------------------------------------------------- TR VAL COURSEY HOMES, INC. 31 19S 26E 2251 - ----------------------------------------------------------------------------------------- TR W.S.E.F., LLC 21 19S 26E 2251 - ----------------------------------------------------------------------------------------- TR RFCD PARTNERSHIP 32 19S 26E 2246 - ----------------------------------------------------------------------------------------- TR CAIRNES, ROBERT A., TRUSTEE 20; 29 19S 26E 2246 - ----------------------------------------------------------------------------------------- TR LAKE COUNTY SCHOOL BOARD FKA THE 29 19S 26E 2246 BOARD OF PUBLIC INSTRUCTION OF LAKE COUNTY - ----------------------------------------------------------------------------------------- TR HAWTHORNE PROPERTIES LAND TRUST 29 19S 26E 2246 - ----------------------------------------------------------------------------------------- TR MILLER, PHILLIP A., AND REBA E. 22 23S 18E 1618 MILLER REVOCABLE FAMILY TRUST, UDT 08/25/1993 - ----------------------------------------------------------------------------------------- TR HERNANDO COUNTY DISTRICT SCHOOLS 15 23S 18E 1618 - ----------------------------------------------------------------------------------------- TR WITHLACOOCHEE RIVER ELECTRIC 36 22S 18E 1614 COOPERATIVE, INC., A FLORIDA CORPORATION - ----------------------------------------------------------------------------------------- TR ORANGE COUNTY, FLORIDA: BY BOARD 31 22S 28E 6734 OF COUNTY COMMISSIONERS - -----------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - -------------------------------------------------------------------------------------------------- TR 811 30-Jan-03 LAKE SW 1/4 OF SECTION 29; THROUGH A PORTION OF BLOCK 78 MAP OF TAVARES, PB 1, PG 64, LAKE COUNTY - -------------------------------------------------------------------------------------------------- TR 819 30-Jan-03 LAKE N 10' OF E 200' OF TRACT B IN MAGNOLIA RIDGE, A SUBDIVISION IN THE CITY OF TAVARES, RECORDED IN PB 41, PG 69, LAKE COUNTY - -------------------------------------------------------------------------------------------------- TR 815 30-Jan-03 LAKE A PARCEL COMMENCING AT THE W BOUNDARY OF THE SW 1/4 CONTAINING 0.20 ACRES, LAKE COUNTY - -------------------------------------------------------------------------------------------------- TR 1795 22-Jan-03 LAKE PART OF THE NW 1/4 OF THE NW 1/4, LAKE COUNTY - -------------------------------------------------------------------------------------------------- TR 1790 22-Jan-03 LAKE STIRP OF LAND IN NORTHERLY PORTION OF NE 1/4 OF SECTION 29 AND S PORTION OF SE 1/4 OF SECTION 20, LAKE COUNTY - -------------------------------------------------------------------------------------------------- TR 1780 22-Jan-03 LAKE STRIP LOCATED IN NE 1/4 OF SECTION 29 ALONG HWY 441 ROW, LAKE COUNTY - -------------------------------------------------------------------------------------------------- TR 1784 22-Jan-03 LAKE STRIP OF LAND (2 PARCELS) IN NE 1/4 OF SECTION 29 CONTAINING 0.07 ACRES AND 0.0037 ACRES MOL RESPECTIVELY, LAKE COUNTY - -------------------------------------------------------------------------------------------------- TR 1406 21-Jan-03 HERNANDO PORTION OF LOT 3, BLOCK 1, HOLLAND SPRING INDUSTRIAL PARK, UNIT 1, PB 19, PGS 50 & 51, HERNANDO COUNTY - -------------------------------------------------------------------------------------------------- TR 1411 21-Jan-03 HERNANDO 20 ACRES IN NE 1/4 OF NE 1/4 OF SECTION 15, HERNANDO COUNTY - -------------------------------------------------------------------------------------------------- TR 409 8-Jan-03 HERNANDO S 1/2 OF LOT 42, POTTERFIELD GARDEN ACRES SECTION J, HERNANDO COUNTY - -------------------------------------------------------------------------------------------------- TR 2696 7-Jan-03 ORANGE NW 1/4 OF THE SW 1/4 OF SECTION 31, ORANGE COUNTY - --------------------------------------------------------------------------------------------------

1 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ----------------------------------------------------------------------------------------- DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ----------------------------------------------------------------------------------------- TR CENTURY - FAIRFIELD VILLAGE OF 04 16S 21E 3310 OCALA - ----------------------------------------------------------------------------------------- TR NADER DEVELOPMENT, LLC 32; 33 15S 21E 3310 - ----------------------------------------------------------------------------------------- TR OCALA MERCHANDISE LIQUIDATORS, 32 15S 21E 3310 INC. - ----------------------------------------------------------------------------------------- TR HILLOCKS, WINFRED 18 17S 21E 3310 - ----------------------------------------------------------------------------------------- TR SMITH, PATRICIA 18 17S 21E 3310 - ----------------------------------------------------------------------------------------- TR MARKRT, PAVEL 18 17S 21E 3310 - ----------------------------------------------------------------------------------------- TR TABORDA, HECTOR AND LUZ MARINA 06 17S 21E 3310 TABORDA - ----------------------------------------------------------------------------------------- TR STERLING, SEYMOUR 06 17S 21E 3310 - ----------------------------------------------------------------------------------------- TR STEINRUCK, REX M., AND RUTH E. 06 17S 21E 3310 STEINRUCK - ----------------------------------------------------------------------------------------- TR WILSON, DOROTHY G. 32 19S 26E 2229 - ----------------------------------------------------------------------------------------- TR SILCOTT, LOUISE 32 19S 26E 2229 - ----------------------------------------------------------------------------------------- TR KELLER, THEODORE AND RITA C. 32 19S 26E 2229 KELLER - ----------------------------------------------------------------------------------------- TR DURDEN, LARRY 29; 32 19S 26E 2229 - -----------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - ---------------------------------------------------------------------------------------------------- TR 1966 27-Dec-02 MARION THE W 10' OF W 1/4 OF SECTION 4, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1970 27-Dec-02 MARION PART OF SW 1/4 OF SW 1/4 OF SECTION 33; PART OF SE 1/4 OF SE 1/4 OF SECTION 32, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1968 27-Dec-02 MARION SE CORNER OF 3.75 ACRE PARCEL IN SE 1/4 OF SE 1/4, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1972 27-Dec-02 MARION E OF LOT 45. BLOCK 1384, OF MARION OAKS UNIT 11, PB O, PGS 214 - 224, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1980 27-Dec-02 MARION E OF LOT 40, BLOCK 1384, OF MARION OAKS UNIT 11, PB O, PGS 214 - 224, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1982 27-Dec-02 MARION E OF LOT 32, BLOCK 1384, OF MARION OAKS UNIT 11, PB O, PGS 214 - 224, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1978 27-Dec-02 MARION W OF LOT 4, BLOCK 922, OF MARION OAKS UNIT 10, PB O, PGS 194 - 213, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1976 27-Dec-02 MARION W OF LOT 3, BLOCK 922, OF MARION OAKS UNIT 10, PB O, PGS 194 - 213, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1974 27-Dec-02 MARION W OF LOT 1, BLOCK 916, OF MARION OAKS UNIT 10, PB O, PGS 194 - 213, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 947 21-Dec-02 LAKE LOT 23 IN LES CHATEAU VILLA MOBILE HOME PARK, RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 949 21-Dec-02 LAKE LOT 25 IN LES CHATEAU VILLA MOBILE HOME PARK, RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 951 21-Dec-02 LAKE LOT 27 IN LES CHATEAU VILLA MOBILE HOME PARK, RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 953 21-Dec-02 LAKE LOT 13 IN LES CHATEAU VILLA MOBILE HOME PARK, RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE COUNTY - ----------------------------------------------------------------------------------------------------

2 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ------------------------------------------------------------------------------------------ DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ------------------------------------------------------------------------------------------ TR DUNFEE, WILLIAM AND D. MAXINE 29; 32 19S 26E 2229 DUNFEE - ------------------------------------------------------------------------------------------ TR ROSS, JAMES D., AND CAROLYN ROSS 32 19S 26E 2229 - ------------------------------------------------------------------------------------------ TR RADNOTHY ORTHOPAEDICS P. A. 21 19S 26E 2229 - ------------------------------------------------------------------------------------------ TR TWEEN WATERS, INC. 29 19S 26E 2229 - ------------------------------------------------------------------------------------------ TR REESE, DAVID; SHIRLEY REESE; 32 19S 26E 2229 PATRICK R. REESE - ------------------------------------------------------------------------------------------ TR MI CHAMARRA INC. 30 19S 26E 2229 - ------------------------------------------------------------------------------------------ TR REINKING, JAMES R., AND NANCY E. 21 19S 26E 2229 REINKING - ------------------------------------------------------------------------------------------ TR DIP-A-DEE DONUTS, INC. 29 19S 26E 2229 - ------------------------------------------------------------------------------------------ TR CHURCH OF GOD 29 19S 26E 2229 - ------------------------------------------------------------------------------------------ TR AMMAN, RICHARD D. AND DEBRA L. 31 19S 26E 2229 AMMAN - ------------------------------------------------------------------------------------------ TR NOONAN, JOSEPH J. 32 19S 26E 2229 - ------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - --------------------------------------------------------------------------------------------------- TR 941 21-Dec-02 LAKE LOT 12 IN LES CHATEAU VILLA MOBILE HOME PARK, RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 945 21-Dec-02 LAKE LOT 21 IN LES CHATEAU VILLA MOBILE HOME PARK, RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 959 21-Dec-02 LAKE NE CORNER OF SE 1/4 OF SECTION 21, THROUGH A PORTION OF LOTS 4-8 AND TRACT A, LAKE VIEW CENTER, PHASE 1, RECORDED IN PB 38, PGS 81-83, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 970 21-Dec-02 LAKE S LINE OF THE SW 1/4 OF SECTION 29, THROUGH A PORTION OF BLOCK 77, PB 1, PG 64, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 978 21-Dec-02 LAKE N LINE OF THE NW 1/4 OF SECTION 32, THROUGH A PORTION OF LOT 14, LES CHATEAU VILLA, MOBILE HOME PARK, CONDOMINIUM BK 2, PG 62, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 986 21-Dec-02 LAKE SW CORNER OF SW 1/4 OF SE 1/4 OF SECTION 30, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 982 21-Dec-02 LAKE NE CORNER OF SE 1/4 OF SECTION 21, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 974 21-Dec-02 LAKE N LINE OF THE NE 1/4 OF SECTION 29, THROUGH A PORTION OF LOT 4, BLOCK F, LAKEWOOD PARK ADDITION TO THE CITY OF TAVARES PB 10, PG 1, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 965 21-Dec-02 LAKE NE 1/4 SECTION 29 THROUGH A PORTION OF BLOCK 107, PB 1, PG 64, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 955 21-Dec-02 LAKE LOTS 1 AND 2, CYPRESS GROVE, RECORDED IN PB 26, PG 67, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 943 21-Dec-02 LAKE LOT 19 IN LES CHATEAU VILLA MOBILE HOME PARK, RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE COUNTY - ---------------------------------------------------------------------------------------------------

3 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ------------------------------------------------------------------------------------------ DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ------------------------------------------------------------------------------------------ TR LES CHATEAU VILLA HOMEOWNERS, 29; 32 19S 26E 2229 INC. - ------------------------------------------------------------------------------------------ TR WING, CHESTER JAMES AND 32 19S 26E 2229 MARGARET ELLEN WING - ------------------------------------------------------------------------------------------ TR US RETAIL INCOME FUND VI LP, A 15 23S 18E 1607 DELAWARE CORPORATION; BY BVT INSTITUTIONAL INVESTMENTS, INC. - ------------------------------------------------------------------------------------------ TR WALGREEN CO. 15; 22 23S 18E 1607 - ------------------------------------------------------------------------------------------ TR GULFSTREAM NATURAL GAS SYSTEM, 30 31S 25E 5207 LLC, A DELAWARE LIMITED LIABILITY COMPANY - ------------------------------------------------------------------------------------------ TR BRASSWELL, THOMAS R. 09 23S 18E 1607 - ------------------------------------------------------------------------------------------ TR LUCENT TECHNOLOGIES, INC., FKA 33 23S 29E 6710 NS - MPG, INC. - ------------------------------------------------------------------------------------------ TR SHUBERT JR., FRANCIS E., AND 04 16S 21E 3289 MANDI T. SHUBERT - ------------------------------------------------------------------------------------------ TR HAMEL, ROBERT L. AND JEANNE R. 31 19S 26E 2214 HAMEL - ------------------------------------------------------------------------------------------ TR SANTI DEVELOPMENT CORPORATION 21 19S 26E 2214 - ------------------------------------------------------------------------------------------ TR LAKE COUNTY SHRINE CLUB, INC. 29 19S 26E 2214 - ------------------------------------------------------------------------------------------ TR HAMEL, ROBERT L.; JEANNE R. 31 19S 26E 2214 HAMEL; HELENA D. HAMEL - ------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - --------------------------------------------------------------------------------------------------- TR 939 21-Dec-02 LAKE THE AREA KNOWN AS COMMON ELEMENT IN LES CHATEAU VILLA MOBILE HOME PARK, RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 937 21-Dec-02 LAKE LOT 28 IN LES CHATEAU VILLA MOBILE HOME PARK, RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 1410 20-Dec-02 HERNANDO A PORTION OF LOT 4, AND A PORTION OF THE DRAINAGE RETENTION AREA, HOLLAND SPRING COMMERCIAL SUBDIVISION, PB 31, PGS 27 & 28, HERNANDO COUNTY; - --------------------------------------------------------------------------------------------------- TR 1420 20-Dec-02 HERNANDO A PORTION OF LOT 1, BLOCK 1, HOLLAND SPRING INDUSTRIAL PARK, UNIT 1, PB 19, PGS 50 & 51, HERNANDO COUNTY - --------------------------------------------------------------------------------------------------- TR 431 20-Dec-02 POLK PART OF THE S 1/4 OF THE SW 1/4 OF SECTION 30, POLK COUNTY - --------------------------------------------------------------------------------------------------- TR 1416 20-Dec-02 HERNANDO A PORTION OF LOT 5, BLOCK 3, VILLAGE VAN GOGH, PB 24, PGS 6 & 7, HERNANDO COUNTY; - --------------------------------------------------------------------------------------------------- TR 1727 19-Dec-02 ORANGE FROM THE SW CORNER OF THE SW 1/4 OF SECTION 33, ORANGE COUNTY - --------------------------------------------------------------------------------------------------- TR 921 3-Dec-02 MARION THE W 10' OF LOT 24, BLOCK 3, BAHAI OAKS, UNIT 1, PB L, PG 65, MARION COUNTY - --------------------------------------------------------------------------------------------------- TR 2382 27-Nov-02 LAKE KRIZ PLAZA LOT 2, PB 18, PG 3, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 2372 27-Nov-02 LAKE PART OF NW 1/4 OF SE 1/4 CONTAINING 469 SQUARE FEET, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 2376 27-Nov-02 LAKE TAVARES IMPROVEMENT CO. SUBDIVISION, LOTS A, B, C BLOCK 67, LOTS E, F, BLOCK 66, PB 4, PG 29, LAKE COUNTY - --------------------------------------------------------------------------------------------------- TR 2387 27-Nov-02 LAKE CYPRESS GROVE LOTS 2, 3 & 4 PB 26, PG 67, LAKE COUNTY - ---------------------------------------------------------------------------------------------------

4 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ----------------------------------------------------------------------------------------- DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ----------------------------------------------------------------------------------------- TR TALQUIN ELECTRIC COOPERATIVE, 34 03N 03W 555 INC. - ----------------------------------------------------------------------------------------- TR SCARBOROUGH/SEMBLER JOINT 10 23S 18E 1595 VENTURE II; SCARBOROUGH CONSTRUCTORS, INC., GENERAL PARTNER - ----------------------------------------------------------------------------------------- TR HUTCHESON, JUANITA L., AND BILLY 29 19S 26E 2197 RAY HUTCHESON - ----------------------------------------------------------------------------------------- TR HOFFMAN, RHONDA H., TRUSTEE 21 19S 26E 2197 - ----------------------------------------------------------------------------------------- TR BONADUCE, ARMANDO D., TRUSTEE 21 19S 26E 2197 - ----------------------------------------------------------------------------------------- TR BAKER GROVES, INC. 21 19S 26E 2197 - ----------------------------------------------------------------------------------------- TR HOFFMAN, WAYNE A., AND RHONDA H. 06 20S 26E 2197 HOFFMAN - ----------------------------------------------------------------------------------------- TR VAN ECKELEN, EMANUEL R. 10 23S 18E 1586 - ----------------------------------------------------------------------------------------- TR FONTANE, JAIME 13 17S 20E 3258 - ----------------------------------------------------------------------------------------- TR DELTONA CORPORATION 07 17S 21E 3257 - ----------------------------------------------------------------------------------------- TR PLATT, MARION R. 04 16S 21E 3254 - ----------------------------------------------------------------------------------------- TR FRIEDMAN, CHARLAINE 04 16S 21E 3254 - ----------------------------------------------------------------------------------------- TR HERRICK, GORDON AND ELIZABETH 04 16S 21E 3254 HERRICK - -----------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - ---------------------------------------------------------------------------------------------------- TR 401 20-Nov-02 GADSDEN BEGIN AT A POINT 981.5' W OF THE SE CORNER OF THE SW 1/4 OF SECTION 34, GADSDEN COUNTY - ---------------------------------------------------------------------------------------------------- TR 281 18-Nov-02 HERNANDO TRACT D OF SILVERTHORN PHASE 1, PB 28, PGS 36 THROUGH 42, HERNANDO COUNTY - ---------------------------------------------------------------------------------------------------- TR 1220 28-Oct-02 LAKE COMMENCE AT THE INTERSECTION OF THE S LINE OF THE SW 1/4 OF SECTION 29, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 1224 28-Oct-02 LAKE PART OF NW 1/4 OF SE 1/4, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 1194 28-Oct-02 LAKE PART OF NE 1/4 OF SE 1/4LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 1198 28-Oct-02 LAKE PART OF NE 1/4 OF SE 1/4, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 1228 28-Oct-02 LAKE PART OF NW 1/4 OF NE 1/4, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 477 24-Oct-02 HERNANDO THE S 10' OF LOT 3, BLOCK 3, VILLAGE VAN GOGH, PB 24, PGS 6 & 7, HERNANDO COUNTY - ---------------------------------------------------------------------------------------------------- TR 1394 17-Oct-02 MARION THE E 10' OF THE E 1/2 OF THE NE 1/4 OF THE SE 1/4 OF THE NE 1/4 OF THE SW 1/4 OF SECTION 13, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 581 15-Oct-02 MARION LOT 16, BLOCK 1390, TOGETHER WITH LOTS 1 & 12, BLOCK 1389, MARION OAKS ELEVEN, PB O, PGS 214 - 224, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 378 11-Oct-02 MARION THE W 10' OF LOT 9 BLOCK 9, BAHAI OAKS, UNIT 2 PB L, PG 66, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 380 11-Oct-02 MARION THE W 10' OF LOT 23 BLOCK 10, BAHAI OAKS, UNIT 2, PB L, PG 66, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 382 11-Oct-02 MARION THE W 10' OF LOT 14 BLOCK 10, BAHAI OAKS, UNIT 2, PB L, PG 66, MARION COUNTY - ----------------------------------------------------------------------------------------------------

5 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ----------------------------------------------------------------------------------------- DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ----------------------------------------------------------------------------------------- TR MAKAREWICZ, CONRAD M.; HELEN 09 16S 21E 3254 KELLY AND FREDERICK KELLY - ----------------------------------------------------------------------------------------- TR EHLER DEVELOPMENT COMPANY, INC 31 19S 26E 2188 - ----------------------------------------------------------------------------------------- TR MEADOWS, JOHN W., AND MARY B. 30 19S 26E 2188 MEADOWS - ----------------------------------------------------------------------------------------- TR EAGLES NEST ESTATES INC. 30; 31 19S 26E 2188 - ----------------------------------------------------------------------------------------- TR POTTS, LOUIS F. 09 23S 18E 1581 - ----------------------------------------------------------------------------------------- TR ALLEN - KADRI, JEANETTE, AKA 09 23S 18E 1581 JEANETTE KADRI - ----------------------------------------------------------------------------------------- TR DELGADO - ROBINSON, IRMA 09 23S 18E 1581 - ----------------------------------------------------------------------------------------- TR SILVA, CANDIDO AND BEVERLY R. 31 19S 26E 2185 SILVA - ----------------------------------------------------------------------------------------- TR SENTURK, SADUN AND SHERRIE J. 31 19S 26E 2185 SENTURK - ----------------------------------------------------------------------------------------- TR COFFEY KERMIT AND GALENA C. 04 16S 21E 3242 COFFEY - ----------------------------------------------------------------------------------------- TR NADER DEVELOPMENT LLC 32; 33 15S 21E 3242 - ----------------------------------------------------------------------------------------- TR LANOZA, MARY ANN AND LORRAINE 13 17S 20E 3242 LANOZA - ----------------------------------------------------------------------------------------- TR ALVAREZ, MANUEL A. 04 16S 21E 3242 - -----------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - ---------------------------------------------------------------------------------------------------- TR 384 11-Oct-02 MARION THE W 10' OF LOT 3 BLOCK 9, BAHAI OAKS, UNIT 2, PB L, PG 66, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 106 10-Oct-02 LAKE PART OF NE 1/4 OF NE 1/4, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 94 10-Oct-02 LAKE PART OF SE 1/4 OF SW 1/4 OF SECTION 30, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 101 10-Oct-02 LAKE PART OF SW 1/4 OF SE 1/4 OF SECTION 30; PART OF NW 1/4 OF NE 1/4 OF SECTION 31, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 604 9-Oct-02 HERNANDO THE S 10' OF LOT 7, BLOCK 3, VILLAGE VAN GOGH, PB 24, PGS 6 & 7, HERNANDO COUNTY - ---------------------------------------------------------------------------------------------------- TR 608 9-Oct-02 HERNANDO THE S 10' OF LOT 1, BLOCK 6, VILLAGE VAN GOGH, PB 24, PGS 6 & 7, HERNANDO COUNTY - ---------------------------------------------------------------------------------------------------- TR 612 9-Oct-02 HERNANDO THE S 10' OF LOT 2, BLOCK 3, VILLAGE VAN GOGH, PB 24, PGS 6 & 7, HERNANDO COUNTY - ---------------------------------------------------------------------------------------------------- TR 2108 7-Oct-02 LAKE PART OF NE 1/4 OF NE 1/4 OF SECTION 31, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 2103 7-Oct-02 LAKE PART OF NE 1/4 OF NE 1/4 OF SECTION 31, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 1037 20-Sep-02 MARION THE W 10' OF LOT 4, BLOCK 9, BAHAI OAKS, UNIT 2, PB L, PG 66, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1039 20-Sep-02 MARION THE E 10' OF THE S 242' OF THE N 1/2 OF THE SW 1/4 OF SECTION 33 LYING W OF SW 60TH AVENUE AND PART OF E 1/2 OF SE 1/4 OF SE 1/4 OF SECTION 32 LYING W OF 60TH AVENUE, WITH EXCEPTION OF N 356.5', MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1041 20-Sep-02 MARION E'RLY 10' OF LOT 304 OF FLORIDA HIGHLANDS, DESCRIBED AS THE E 1/2 OF SE 1/4 OF NE 1/4 OF NE 1/4 OF SW 1/4, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1030 20-Sep-02 MARION THE W 10' OF LOT 1, BLOCK 3, BAHAI OAKS, UNIT 1, PB L, PG 65, MARION COUNTY - ----------------------------------------------------------------------------------------------------

6 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ---------------------------------------------------------------------------------------- DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ---------------------------------------------------------------------------------------- TR FIELDS, RAYMOND C., AND IRIS L. 04 16S 21E 3242 FIELDS - ----------------------------------------------------------------------------------------- TR OCALA MERCHANDISE LIQUIDATORS, 32 15S 21E 3242 INC. - ----------------------------------------------------------------------------------------- TR CITY OF LEESBURG, A FLORIDA 08 20S 26E 2174 MUNICIPAL CORPORATION - ----------------------------------------------------------------------------------------- TR SUMTER ELECTRIC COOPERATIVE, 30 19S 26E 2174 INC. A FLORIDA CORPORATION - ----------------------------------------------------------------------------------------- TR SUMTER ELECTRIC COOPERATIVE, 08 20S 26E 2174 INC., A FLORIDA CORPORATION - ----------------------------------------------------------------------------------------- TR ROSEWOOD CONDOMINIUM HOMEOWNERS 31 19S 26E 2174 ASSOCIATION, INC. - ----------------------------------------------------------------------------------------- TR CENTRAL FLORIDA ELECTRIC 13 08S 14E 2002 COOPERATIVE, INC. - ----------------------------------------------------------------------------------------- TR CENTRAL FLORIDA ELECTRIC 02; 11 10S 16E 2002 COOPERATIVE, INC. - ----------------------------------------------------------------------------------------- TR OEHLERKING ASSOCIATES, A FLORIDA 35 16S 20E 3240 GENERAL PARTNERSHIP - ----------------------------------------------------------------------------------------- TR HOMELAND CEMETERY ASSOCIATION, 33 30S 25E 5097 INCORPORATED, FKA BETHEL CEMETERY OF HOMELAND, FLORIDA - ----------------------------------------------------------------------------------------- TR SMITH, ROBERT G., AND SHIRLEY A. 04 16S 21E 3224 SMITH - ----------------------------------------------------------------------------------------- TR DESPAIN, CYNTHIA M. 04 16S 21E 3224 - ----------------------------------------------------------------------------------------- TR DEUEL, GEORGE M. 04 16S 21E 3224 - -----------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - ---------------------------------------------------------------------------------------------------- TR 1035 20-Sep-02 MARION THE W 10' OF LOT 15, BLOCK 10, BAHAI OAKS, UNIT 2, PB L, PG 66, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1032 20-Sep-02 MARION THE E 10' OF 3.75 ACRE PARCEL OF LAND IN THE SE 1/4 OF SE 1/4 OF SECTION 32, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 2312 18-Sep-02 LAKE NORTH 1/2 OF THE NE 1/4, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 2322 18-Sep-02 LAKE PART OF SW 1/4 OF SW 1/4, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 2318 18-Sep-02 LAKE PART OF NE 1/4 OF NE 1/4, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 2317 18-Sep-02 LAKE PART OF E 1/4 OF W 1/2 OF NW 1/4, LAKE COUNTY - ---------------------------------------------------------------------------------------------------- TR 4374 17-Sep-02 GILCHRIST PART OF THE NE 1/4, GILCHRIST COUNTY - ---------------------------------------------------------------------------------------------------- TR 4372 17-Sep-02 GILCHRIST PART OF NW 1/4 OF NW 1/4, SECTION 11 AND PART OF SW 1/4 OF SW 1/4, SECTION 2, GILCHRIST COUNTY - ---------------------------------------------------------------------------------------------------- TR 375 17-Sep-02 MARION A PORTION OF PROPERTY IN SECTION 35, TOWNSHIP 16S, RANGE 20E. SEE IMAGE FOR FULL DESCRIPTION. MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1331 28-Aug-02 POLK COMMENCE AT THE SE CORNER OF THE SE 1/4 OF THE SE 1/4 OF THE SW 1/4 OF SECTION 33, POLK COUNTY - ---------------------------------------------------------------------------------------------------- TR 1644 23-Aug-02 MARION W 10' OF LOT 12, BLOCK 10, OF BAHAI OAKS, UNIT 2 PB L, PG 66, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1642 23-Aug-02 MARION W 10' OF LOT 18, BLOCK 10, OF BAHAI OAKS, UNIT 2, PB L, PG 66, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1638 23-Aug-02 MARION W 10' OF LOT 17, BLOCK 10, OF BAHAI OAKS, UNIT 2, PB L, PG 66, MARION COUNTY - ----------------------------------------------------------------------------------------------------

7 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ----------------------------------------------------------------------------------------- DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ----------------------------------------------------------------------------------------- TR OAK RUN ASSOCIATES, LTD 36 16S 20E 3224 - ----------------------------------------------------------------------------------------- TR WRIGHT, JOHN 04 16S 21E 3224 - ----------------------------------------------------------------------------------------- TR VANCE, BERNICE W. 04 16S 21E 3224 - ----------------------------------------------------------------------------------------- TR WITHLACOOCHEE RIVER ELECTRIC 08 22S 18E 1563 COOPERATIVE, INC., A FLORIDA CORPORATION - ----------------------------------------------------------------------------------------- TR SUWANNEE VALLEY ELECTRIC CO-OP, 17 06S 15E 954 INC. - ----------------------------------------------------------------------------------------- TR WITHLACOOCHEE RIVER ELECTRIC 13 25S 16E 5043 COOPERATIVE, INC., A FLORIDA CORPORATION - ----------------------------------------------------------------------------------------- TR BOWEN, GILBERT 21 30S 26E 5084 - ----------------------------------------------------------------------------------------- TR CAMPBELL, ARCHIBALD D., AND 30 30S 26E 5082 WANDA K. CAMPBELL - ----------------------------------------------------------------------------------------- TR CAMPBELL, ARCHIBALD D., AND 30 30S 26E 5082 WANDA K. CAMPBELL - ----------------------------------------------------------------------------------------- TR CAMPBELL, ARCHIBALD D., AND 30 30S 26E 5082 WANDA K. CAMPBELL - ----------------------------------------------------------------------------------------- TR METZ, LOIS O. 04 16S 21E 3215 - -----------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - ---------------------------------------------------------------------------------------------------- TR 1646 23-Aug-02 MARION S'RLY 10' OF TRACT C, OAK RUN NEIGHBORHOOD 9B, PB 1, PG 64; S'RLY 10' OF TRACTS A, B, C, OAK RUN NEIGHBORHOOD 8A, PB 1, PG 64; S'RLY 10' OF TRACT E, OAK RUN NEIGHBORHOOD 8A, PB 1, PG 64; S'RLY 10' OF THE W'RLY 350' OF THE E'RLY 400' OF THE NE 1/4 OF MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1636 23-Aug-02 MARION W 10' OF LOT 10, BLOCK 10, OF BAHAI OAKS, UNIT 2, PB L, PG 66, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1640 23-Aug-02 MARION W 10' OF LOT 26, BLOCK 2, OF BAHAI OAKS, UNIT 1, PB L, PG 65, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1211 22-Aug-02 HERNANDO MELANIE HEIGHTS SE CORNER OF LOT 16 BLOCK A, HERNANDO COUNTY - ---------------------------------------------------------------------------------------------------- TR 273 22-Aug-02 SUWANNEE THE E 70' OF THE S 160', A PART OF THE NE 1/4 OF SE 1/4 OF SW 1/4, SUWANNEE COUNTY - ---------------------------------------------------------------------------------------------------- TR 23 21-Aug-02 PASCO OSCEOLA HEIGHTS, TRACT 147, PASCO COUNTY - ---------------------------------------------------------------------------------------------------- TR 1935 13-Aug-02 POLK THE W 1/2 OF THE SW 1/4 OF THE NW 1/4, POLK COUNTY - ---------------------------------------------------------------------------------------------------- TR 377 9-Aug-02 POLK THE N 1/2 OF THE N 1/2 OF THE NW 1/4 OF THE NW 1/4, POLK COUNTY - ---------------------------------------------------------------------------------------------------- TR 373 9-Aug-02 POLK THE N 1/2 OF THE N 1/2 OF THE SW 1/4 OF THE NW 1/4, POLK COUNTY - ---------------------------------------------------------------------------------------------------- TR 381 9-Aug-02 POLK THE S 1/2 OF THE N 1/2 OF THE SW 1/4 OF THE NW 1/4, POLK COUNTY - ---------------------------------------------------------------------------------------------------- TR 1025 8-Aug-02 MARION THE W 10' OF LOT 21, BLOCK 10 OF BAHAI OAKS, UNIT 2, PLAT BOOK L, PAGE 66, MARION COUNTY - ----------------------------------------------------------------------------------------------------

8 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ----------------------------------------------------------------------------------------- DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ----------------------------------------------------------------------------------------- TR RUSHFORD, ROGER 04 16S 21E 3215 - ----------------------------------------------------------------------------------------- TR BANSGOPAUL, MARCIA AND GLEN 18 17S 21E 3215 BANSGOPAUL - ----------------------------------------------------------------------------------------- TR PEMBERTON JR., CHARLES L., AND 04 31S 25E 5078 JOANNA L. PEMBERTON - ----------------------------------------------------------------------------------------- TR WEST, IVAN J. 04 31S 25E 5072 - ----------------------------------------------------------------------------------------- TR DELTONA CORPORATION 06; 07; 18 17S 21E 3200 - ----------------------------------------------------------------------------------------- TR GORDON, IRENE 18 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR JOSEPH - LOPEZ, MARY 18 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR SHANGO, HORUS O., AND JOSLYN 18 17S 21E 3195 SHANGO - ----------------------------------------------------------------------------------------- TR BERNARD, MARCIA AND PEDRO BERNARD 18 17S 21E 3195 - -----------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - ---------------------------------------------------------------------------------------------------- TR 1021 8-Aug-02 MARION THE W 10' OF LOT 25, BLOCK 10 OF BAHAI OAKS, UNIT 2, PLAT BOOK L, PAGE 66, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 1023 8-Aug-02 MARION LOT 36, BLOCK 1384, MARION OAKS, UNIT 11, PLAT BOOK O, PAGES 214 - 224, MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 282 6-Aug-02 POLK ROLLING OAKS ESTATE LOT 1 PB 111, PG 32, POLK COUNTY - ---------------------------------------------------------------------------------------------------- TR 502 30-Jul-02 POLK ROLLING OAKS ESTATE LOT 20, PB 111, PG 32, POLK COUNTY - ---------------------------------------------------------------------------------------------------- TR 544 16-Jul-02 MARION EASTERLY 10' OF LOT 43, 30, 27, BLOCK 1384, MARION OAKS UNIT 11, PB O, PG 214; N'RLY 10' OF LOT 4, BLOCK 1387, MARION OAKS UNIT 11, PB O, PG 214; W'RLY 10' OF LOT 9 BLOCK 1399, OF MARION OAKS UNIT 11, PB O, PG 214. SEE IMAGE FOR FULL DESCRIPTION. MARION COUNTY - ---------------------------------------------------------------------------------------------------- TR 195 5-Jul-02 MARION LOT 44, BLOCK 1384, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 237 5-Jul-02 MARION LOT 41, BLOCK 1384, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 211 5-Jul-02 MARION LOT 39, BLOCK 1384, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 197 5-Jul-02 MARION LOT 33, BLOCK 1384, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ----------------------------------------------------------------------------------------------------

9 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ----------------------------------------------------------------------------------------- DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ----------------------------------------------------------------------------------------- TR JEAN - JOSEPH, MAXI 18 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR RAMNARAIN, VALDAT AND V. 18 17S 21E 3195 RAMNARAIN - ----------------------------------------------------------------------------------------- TR EDWARDS, HOWARD AND LORNA EDWARDS 18 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR LI, MING AND JAY JI - GUANG LIU 18 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR MITCHELL, AGATHA 18 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR RODRIGUEZ, DARLENE 07 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR HODGE, JOSE E. 07 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR BROOKS, WINSTON AND MARIE BROOKS 07 17S 21E 3195 - -----------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - ---------------------------------------------------------------------------------------------------- TR 221 5-Jul-02 MARION LOT 28, BLOCK 1384, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 217 5-Jul-02 MARION LOT 24, BLOCK 1384, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 241 5-Jul-02 MARION LOT 25 & 26, BLOCK 1384, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 243 5-Jul-02 MARION LOT 22 & 23, BLOCK 1384, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 235 5-Jul-02 MARION LOT 5, BLOCK 1387, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 201 5-Jul-02 MARION LOT 12, BLOCK 1399, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 246 5-Jul-02 MARION LOT 13 & 14, BLOCK 1399, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 225 5-Jul-02 MARION LOT 15, BLOCK 1399, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ----------------------------------------------------------------------------------------------------

10 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ----------------------------------------------------------------------------------------- DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ----------------------------------------------------------------------------------------- TR DOOKEERAM, VERNON 07 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR LOWREY, DELIA R. 06 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR FUENTES, NEREIDA 06 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR FUENTES, AIDA I. 06 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR MATTERA JR., JOSEPH; JOSEPH 07 17S 21E 3195 MATTERA; JAMES MATTERA - ----------------------------------------------------------------------------------------- TR FLEITMAN, JOHN AND LAURIE 07 17S 21E 3195 FLEITMAN - ----------------------------------------------------------------------------------------- TR MATTERA, JOSEPH AND CATHERINE 07 17S 21E 3195 MATTERA - ----------------------------------------------------------------------------------------- TR RAYMOND, DOLORES B. 07 17S 21E 3195 - -----------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - ---------------------------------------------------------------------------------------------------- TR 213 5-Jul-02 MARION LOT 1, BLOCK 1401, OF MARION OAKS UNIT 11, A SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH 224 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 203 5-Jul-02 MARION LOT 2, BLOCK 922, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 215 5-Jul-02 MARION LOT 11, BLOCK 921, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 239 5-Jul-02 MARION LOT 10, BLOCK 921, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 190 5-Jul-02 MARION LOT 9, BLOCK 921, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 205 5-Jul-02 MARION LOT 8, BLOCK 921, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 193 5-Jul-02 MARION LOT 7, BLOCK 921, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 199 5-Jul-02 MARION LOT 6, BLOCK 921, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ----------------------------------------------------------------------------------------------------

11 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ----------------------------------------------------------------------------------------- DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ----------------------------------------------------------------------------------------- TR GIBSON, BERTRAM 07 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR BAEZ, FELIX 06 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR GIANNAKIS, NORMA JUDITH 06 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR EDUARTE, DORINA, WIDOW 06 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR DIXON, CYNTHIA 06 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR SOTOMAYOR, BEATRIZ 06 17S 21E 3195 - ----------------------------------------------------------------------------------------- TR LEBRON JR., GODOFREDO 06 17S 21E 3195 - ----------------------------------------------------------------------------------------- EA SUMTER COUNTY, FLORIDA 23 19S 23E 1002 - -----------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - ---------------------------------------------------------------------------------------------------- TR 248 5-Jul-02 MARION LOT 4 & 5, BLOCK 921, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 227 5-Jul-02 MARION LOT 2, BLOCK 921, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 207 5-Jul-02 MARION LOT 1, BLOCK 921, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 229 5-Jul-02 MARION LOT 41, BLOCK 920, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 223 5-Jul-02 MARION LOT 1, BLOCK 920, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 219 5-Jul-02 MARION LOT 5, BLOCK 920, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- TR 209 5-Jul-02 MARION LOT 9, BLOCK 920, OF MARION OAKS UNIT 10, A SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH 213 OF THE PUBLIC RECORDS OF MARION COUNTY, FLORIDA - ---------------------------------------------------------------------------------------------------- EA 462 17-Sep-02 SUMTER COMMENCE AT THE SOUTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTHEAST 1/4 OF SECTION 23, TOWNSHIP 19 SOUTH, RANGE 23 EAST, SUMTER COUNTY - ----------------------------------------------------------------------------------------------------

12 of 13 EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE

- ----------------------------------------------------------------------------------------- DOC TYPE GRANTOR SECTION TOWNSHIP RANGE BOOK - ----------------------------------------------------------------------------------------- EA CARCER ENTERPRISES, INC., A 21 22S 25E 2147 FLORIDA CORPORATION - ----------------------------------------------------------------------------------------- EA RESOURCE ALLIANCE, INC. 11 21S 30E 4466 - ----------------------------------------------------------------------------------------- EA FIRST TEAM FORD LTD, A FLORIDA 32 19S 30E 4455 LIMITED PARTNERSHIP - ----------------------------------------------------------------------------------------- D MARUGEN CITRUS AMERICA, INC., A 35 28S 27E 5176 FLORIDA CORP. - -----------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------- DOC TYPE PAGE RECORD DATE COUNTY DESCRIPTION - --------------------------------------------------------------------------------------------------- EA 856 24-Jul-02 LAKE THAT PART OF TRACT 15, GROVELAND FARMS; A 10' WIDE EASEMENT LYING ADJACENT TO AN EXISTING 100' EASEMENT RECORDED IN BK 218/38, PUBLIC RECORDS OF LAKE COUNTY - --------------------------------------------------------------------------------------------------- EA 1964 22-Jul-02 SEMINOLE ACCESS ROAD EASEMENT GRANTED TO FPC FOR THE RIGHT, PRIVILEGE AND AUTHORITY TO OCCUPY AND UTILIZE UNTIL THE USE THEROF IS ABANDONED, AN EASEMENT FOR AN ACCESS ROAD FOR VEHICLES, EQUIPMENT AND PERSONNEL. - --------------------------------------------------------------------------------------------------- EA 222 8-Jul-02 SEMINOLE ACCESS ROAD EASEMENT - --------------------------------------------------------------------------------------------------- D 961 19-Nov.-02 POLK A PARCEL OF LAND LYING AND BEING A PORTION OF THE SW 1/4 OF THE NW 1/4 OF SEC 35 - ---------------------------------------------------------------------------------------------------

13 of 13 -----END PRIVACY-ENHANCED MESSAGE-----

EX-1

                            FLORIDA POWER CORPORATION
                       d/b/a PROGRESS ENERGY FLORIDA, INC.

                              First Mortgage Bonds
                              4.80% Series due 2013
                              5.90% Series due 2033

                             UNDERWRITING AGREEMENT

                                                      February 18, 2003

To the Representative named in Schedule I hereto
of the Underwriters named in Schedule II hereto

Dear Ladies and Gentlemen:

         The undersigned Florida Power Corporation d/b/a Progress Energy
Florida, Inc. (the "Company") hereby confirms its agreement with each of the
several Underwriters hereinafter named as follows:

         1.       Underwriters and Representative. The term "Underwriters" as
used herein shall be deemed to mean the firm or the several firms named in
Schedule II of this Underwriting Agreement (the "Agreement") and any underwriter
substituted as provided in paragraph 6, and the term "Underwriter" shall be
deemed to mean any one of such Underwriters. If the firm or firms listed in
Schedule I hereto (individually and collectively, the "Representative") are the
same as the firm or firms listed in Schedule II hereto, then the terms
"Underwriters" and "Representative," as used herein, shall each be deemed to
refer to such firm or firms. Each Representative represents jointly and
severally that they have been authorized by the Underwriters to execute this
Agreement on their behalf and to act for them in the manner herein provided. All
obligations of the Underwriters hereunder are several and not joint. If more
than one firm is named in Schedule I hereto, any action under or in respect of
this Agreement may be taken by such firms jointly as the Representative or by
one of the firms acting on behalf of the Representative, and such action will be
binding upon all the Underwriters.

         2.       Description of Securities. The Company proposes to issue and
sell its First Mortgage Bonds of the designation, with the terms and in the
amount specified in Schedule I hereto (the "Securities"), under its Indenture,
dated as of January 1, 1944, with First Chicago Trust Company of New York, as
successor Trustee, as supplemented by the Seventh, Eighth, Sixteenth,
Twenty-Ninth, Thirty-Eighth and Fortieth supplemental indentures, and as it will
be further supplemented by the Forty-First Supplemental Indenture relating to
the Securities (the "Supplemental Indenture"), in substantially the form
heretofore delivered to the Representative, said Indenture as supplemented by
the Seventh, Eighth, Sixteenth, Twenty-Ninth, Thirty-Eighth and Fortieth
supplemental indentures, and to be supplemented by the Supplemental Indenture
being hereinafter referred to as the "Mortgage."

         3.       Representations and Warranties of the Company. The Company
represents and warrants to each of the Underwriters that:

                                        1



                  (a)      The Company has filed with the Securities and
         Exchange Commission (the "Commission") a Registration Statement on Form
         S-3 (No. 333-63204) (the "New Registration Statement") under the
         Securities Act of 1933, as amended (the "Securities Act"), for the
         registration of up to an aggregate of $380,000,000 principal amount of
         First Mortgage Bonds and Debt Securities in unallocated amounts. The
         New Registration Statement also constituted Post-Effective Amendment
         No. 1 to three other Registration Statements on Form S-3, each as set
         forth on Schedule I (collectively, the "Post-Effective Amendments" and
         together with the New Registration Statement, the "Registration
         Statement") under the Securities Act relating to an aggregate of
         $620,000,000 principal amount of the Company's securities, which had
         been previously registered under the Securities Act but remained unsold
         at the time the Post-Effective Amendments became effective. The
         Registration Statement contained a combined prospectus for the sale of
         $1,000,000,000 of the Company's First Mortgage Bonds and Debt
         Securities (the "Registered Securities") in unallocated amounts, as
         each is defined in the Registration Statement. The Registration
         Statement was declared effective by the Commission on June 26, 2001. As
         of the date hereof, the Company has sold Registered Securities in an
         aggregate principal amount of $300,000,000. The term "Registration
         Statement" shall be deemed to include all amendments to the date hereof
         and all documents incorporated by reference therein (the "Incorporated
         Documents"). The combined prospectus included in the Registration
         Statement, as supplemented by a preliminary prospectus supplement,
         dated February 18, 2003, relating to the Securities, and all prior
         amendments or supplements thereto (other than amendments or supplements
         relating to Registered Securities other than the Securities), including
         the Incorporated Documents, is hereinafter referred to as the
         "Preliminary Prospectus." The combined prospectus included in the
         Registration Statement, as it is to be supplemented by a prospectus
         supplement, dated on the date hereof, substantially in the form
         delivered to the Representative prior to the execution hereof, relating
         to the Securities (the "Prospectus Supplement") and all prior
         amendments or supplements thereto (other than amendments or supplements
         relating to securities of the Company other than the Securities),
         including the Incorporated Documents, is hereinafter referred to as the
         "Prospectus." Any reference herein to the terms "amend," "amendment" or
         "supplement" with respect to the Registration Statement or the
         Prospectus shall be deemed to refer to and include the filing of any
         document under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), deemed to be incorporated therein after the date
         hereof and prior to the termination of the offering of the Securities
         by the Underwriters; and any references herein to the terms
         "Registration Statement" or "Prospectus" at a date after the filing of
         the Prospectus Supplement shall be deemed to refer to the Registration
         Statement or the Prospectus, as the case may be, as each may be amended
         or supplemented prior to such date.

                  (b)      The Registration Statement, at the time and date it
         was declared effective by the Commission, complied, and the
         Registration Statement, the Prospectus and the Mortgage, at the date
         the Prospectus is filed with, or transmitted for filing to, the
         Commission pursuant to Rule 424 under the Securities Act ("Rule 424")
         and at the Closing Date, will comply, in all material respects, with
         the applicable provisions of the Securities Act and the Trust Indenture
         Act of 1939, as amended (the "1939 Act"), and the applicable rules and
         regulations of the Commission thereunder; the Registration Statement,
         at the time and date it was declared effective by the Commission, did
         not

                                        2



         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; and the Prospectus, at the date it
         is filed with, or transmitted for filing to, the Commission pursuant to
         Rule 424 and at the Closing Date, will not contain an untrue statement
         of a material fact or omit to state a material fact necessary in order
         to make the statements therein, in the light of the circumstances under
         which they were made, not misleading; provided, however, that the
         foregoing representations and warranties in this subparagraph (b) shall
         not apply to statements or omissions made in reliance upon and in
         conformity with information furnished herein or in writing to the
         Company by the Representative or by or on behalf of any Underwriter
         through the Representative expressly for use in the Prospectus or to
         any statements in or omissions from the Statement of Eligibility (Form
         T-1) of the Trustee. The Incorporated Documents, when they were filed
         with the Commission, complied in all material respects with the
         applicable requirements of the Exchange Act and the rules and
         regulations of the Commission thereunder, and any documents so filed
         and incorporated by reference subsequent to the date hereof and prior
         to the termination of the offering of the Securities by the
         Underwriters will, when they are filed with the Commission, comply in
         all material respects with the requirements of the Exchange Act and the
         rules and regulations of the Commission thereunder; and, when read
         together with the Registration Statement and the Prospectus, none of
         such documents included or includes or will include any untrue
         statement of a material fact or omitted or omits or will omit to state
         any material fact required to be stated therein or necessary to make
         the statements therein, in the light of the circumstances under which
         they were made, not misleading.

                  (c)      The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Florida; has corporate power and authority to own, lease and operate
         its properties and to conduct its business as contemplated under this
         Agreement and the other agreements to which it is a party; and is duly
         qualified as a foreign corporation to transact business and is in good
         standing in each jurisdiction in which such qualification is required,
         whether by reason of the ownership or leasing of property or the
         conduct of business, except where the failure to so qualify would not
         have a material adverse effect on the business, properties, results of
         operations or financial condition of the Company.

                  (d)      The historical financial statements incorporated by
         reference in the Registration Statement present fairly the financial
         condition and operations of the Company at the respective dates or for
         the respective periods to which they apply; such financial statements
         have been prepared in each case in accordance with generally accepted
         accounting principles consistently applied throughout the periods
         involved, except that the quarterly financial statements incorporated
         by reference from any Quarterly Reports on Form 10-Q contain condensed
         footnotes prepared in accordance with applicable Exchange Act rules and
         regulations; and any accounting firms that have audited any of the
         financial statements are independent public or independent certified
         public accountants as required by the Securities Act or the Exchange
         Act and the rules and regulations of the Commission thereunder.

                                        3



                  (e)      Except as reflected in, or contemplated by, the
         Registration Statement and the Prospectus, since the respective dates
         as of which information is given in the Registration Statement and
         Prospectus, and prior to the Closing Date, (i) there has not been any
         material adverse change in the business, properties, results of
         operations or financial condition of the Company, (ii) there has not
         been any material transaction entered into by the Company other than
         transactions contemplated by the Registration Statement and Prospectus
         or transactions arising in the ordinary course of business and (iii)
         the Company has no material contingent obligation that is not disclosed
         in the Registration Statement and Prospectus that could likely result
         in a material adverse change in the business, properties, results of
         operations or financial condition of the Company.

                  (f)      The Company has full power and authority to execute,
         deliver and perform its obligations under this Agreement. The execution
         and delivery of this Agreement, the consummation of the transactions
         herein contemplated and the fulfillment of the terms hereof on the part
         of the Company to be fulfilled have been duly authorized by all
         necessary corporate action of the Company in accordance with the
         provisions of its articles of incorporation, as amended (the
         "Charter"), by-laws and applicable law; and the Securities, when issued
         and delivered as provided herein, will constitute legal, valid and
         binding obligations of the Company in accordance with their terms
         subject to (i) applicable bankruptcy, insolvency, reorganization,
         moratorium, fraudulent transfer or similar laws affecting mortgagees'
         and other creditors' rights generally and (ii) general principles of
         equity (regardless of whether such enforceability is considered in a
         proceeding at law or in equity and except for the effect on
         enforceability of federal or state law limiting, delaying or
         prohibiting the making of payments outside the United States; provided,
         however, that certain remedies, waivers and other provisions of the
         Securities may not be enforceable, but such unenforceability will not
         render the Securities invalid as a whole or affect the judicial
         enforcement of (i) the obligation of the Company to repay the
         principal, together with the interest thereon as provided in the
         Securities or (ii) the right of the Trustee to exercise its right to
         foreclose under the Mortgage.

                  (g)      The consummation of the transactions herein
         contemplated and the fulfillment of the terms hereof will not result in
         a breach of any of the terms or provisions of, or constitute a default
         under, the Charter, the Company's by-laws, applicable law or any
         indenture, mortgage, deed of trust or other agreement or instrument to
         which the Company is now a party or any judgment, order, writ or decree
         of any government or governmental authority or agency or court having
         jurisdiction over the Company or any of its assets, properties or
         operations that, in the case of any such breach or default, would have
         a material adverse effect on the business, properties, results of
         operations or financial condition of the Company.

                  (h)      The Securities conform in all material respects to
         the description contained in the Prospectus.

                  (i)      The Company does not have any significant
         subsidiaries as defined in Rule 1-02 of Regulation S-X promulgated
         under the Securities Act.

                                        4



                  (j)      The Mortgage (A) has been duly authorized, executed
         and delivered by the Company, and, assuming due authorization,
         execution and delivery of the Supplemental Indenture by the Trustee,
         constitutes a valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms, subject
         to (i) applicable bankruptcy, insolvency, reorganization, moratorium,
         fraudulent transfer or similar laws affecting creditors' rights
         generally and (ii) general principles of equity (regardless of whether
         such enforceability is considered in a proceeding at law or in equity
         and except for the effect on enforceability of federal or state law
         limiting, delaying or prohibiting the making of payments outside the
         United States); and (B) conforms in all material respects to the
         description thereof in the Prospectus. The Mortgage has been qualified
         under the 1939 Act.

                  (k)      The Company is not an "investment company" within the
         meaning of the Investment Company Act of 1940, as amended (the "1940
         Act").

                  (l)      Except as described in or contemplated by the
         Prospectus, there are no pending actions, suits or proceedings
         (regulatory or otherwise) against or affecting the Company or its
         properties that are likely in the aggregate to result in any material
         adverse change in the business, properties, results of operations or
         financial condition of the Company, or that are likely in the aggregate
         to materially and adversely affect the Mortgage, the Securities or the
         consummation of this Agreement or the transactions contemplated herein
         or therein.

                  (m)      No filing with, or authorization, approval, consent,
         license, order, registration, qualification or decree of, any court or
         governmental authority or agency is necessary or required for the
         performance by the Company of its obligations hereunder in connection
         with the offering, issuance or sale of the Securities hereunder or the
         consummation of the transactions herein contemplated or for the due
         execution, delivery or performance of the Indenture by the Company,
         except such as have already been made or obtained or as may be required
         under the Securities Act or state securities laws and except for the
         qualification of the Indenture under the 1939 Act.

         4.       Purchase and Sale. On the basis of the representations,
warranties and covenants herein contained, but subject to the terms and
conditions herein set forth, the Company agrees to sell to each of the
Underwriters, severally and not jointly, and each such Underwriter agrees,
severally and not jointly, to purchase from the Company, the respective
principal amount of Securities of each series set forth opposite the name of
such Underwriter in Schedule II hereto at the purchase price set forth in
Schedule I hereto.

         5.       Reoffering by Underwriters. The Underwriters agree to make
promptly a bona fide public offering of the Securities to the public for sale as
set forth in the Prospectus, subject, however, to the terms and conditions of
this Agreement.

         6.       Time and Place of Closing; Default of Underwriters.

                  (a)      Payment for the Securities shall be made at the
         place, time and date specified in Schedule I hereto against delivery of
         the Securities at the office of First

                                        5



         Chicago Trust Company of New York, 151 West 51st Street, 5th Floor, New
         York, New York 10019, or such other place, time and date as the
         Representative and the Company may agree. The hour and date of such
         delivery and payment are herein called the "Closing Date." Payment for
         the Securities shall be by wire transfer of immediately available funds
         against delivery to The Depository Trust Company or to First Chicago
         Trust Company of New York, as custodian for The Depository Trust
         Company, in fully registered global form registered in the name of CEDE
         & Co., as nominee for the Depository Trust Company, for the respective
         accounts specified by the Representative not later than the close of
         business on the business day prior to the Closing Date or such other
         date and time not later than the Closing Date as agreed by The
         Depository Trust Company or First Chicago Trust Company of New York.
         For the purpose of expediting the checking of the certificates by the
         Representative, the Company agrees to make the Securities available to
         the Representative not later than 10:00 A.M. New York time, on the last
         full business day prior to the Closing Date at said office of First
         Chicago Trust Company of New York.

                  (b)      If one or more Underwriters shall, for any reason
         other than a reason permitted hereunder, fail to take up and pay for
         the principal amount of the Securities of any series to be purchased by
         such one or more Underwriters, the Company shall immediately notify the
         Representative, and the non-defaulting Underwriters shall be obligated
         to take up and pay for (in addition to the respective principal amount
         of the Securities of such series set forth opposite their respective
         names in Schedule II hereto) the principal amount of such series that
         the Securities that such defaulting Underwriter or Underwriters failed
         to take up and pay for, up to a principal amount thereof equal to, in
         the case of each such non-defaulting Underwriter, 10% of the principal
         amount of the Securities of such series set forth opposite the name of
         such non-defaulting Underwriter in said Schedule II, and such
         non-defaulting Underwriters shall have the right, within 24 hours of
         receipt of such notice, either to take up and pay for (in such
         proportion as may be agreed upon among them), or to substitute another
         Underwriter or Underwriters, satisfactory to the Company, to take up
         and pay for the remaining principal amount of the Securities that the
         defaulting Underwriter or Underwriters agreed but failed to purchase.
         If any unpurchased Securities still remain, then the Company or the
         Representative shall be entitled to an additional period of 24 hours
         within which to procure another party or parties, members of the
         National Association of Securities Dealers, Inc. (or if not members of
         such Association, who are not eligible for membership in said
         Association and who agree (i) to make no sales within the United
         States, its territories or its possessions or to persons who are
         citizens thereof or residents therein and (ii) in making sales to
         comply with said Association's Conduct Rules) and satisfactory to the
         Company, to purchase or agree to purchase such unpurchased Securities
         on the terms herein set forth. In any such case, either the
         Representative or the Company shall have the right to postpone the
         Closing Date for a period not to exceed three full business days from
         the date agreed upon in accordance with this paragraph 6, in order that
         the necessary changes in the Registration Statement and Prospectus and
         any other documents and arrangements may be effected. If (i) neither
         the non-defaulting Underwriters nor the Company has arranged for the
         purchase of such unpurchased Securities by another party or parties as
         above provided and (ii) the Company and the non-defaulting Underwriters
         have not mutually agreed to offer and sell the Securities other than
         the unpurchased Securities,

                                        6



         then this Agreement shall terminate without any liability on the part
         of the Company or any Underwriter (other than an Underwriter that shall
         have failed or refused, in accordance with the terms hereof, to
         purchase and pay for the principal amount of the Securities that such
         Underwriter has agreed to purchase as provided in paragraph 4 hereof),
         except as otherwise provided in paragraph 7 and paragraph 8 hereof.

         7.       Covenants of the Company. The Company covenants with each
Underwriter that:

                  (a)      As soon as reasonably possible after the execution
         and delivery of this Agreement, the Company will file the Prospectus
         with the Commission pursuant to Rule 424, setting forth, among other
         things, the necessary information with respect to the terms of offering
         of the Securities. Upon request, the Company will promptly deliver to
         the Representative and to counsel for the Underwriters, to the extent
         not previously delivered, one fully executed copy or one conformed
         copy, certified by an officer of the Company, of the Registration
         Statement, as originally filed, and of all amendments thereto,
         heretofore or hereafter made (other than those relating solely to
         Registered Securities other than the Securities), including any
         post-effective amendment (in each case including all exhibits filed
         therewith and all documents incorporated therein not previously
         furnished to the Representative), including signed copies of each
         consent and certificate included therein or filed as an exhibit
         thereto, and will deliver to the Representative for distribution to the
         Underwriters as many conformed copies of the foregoing (excluding the
         exhibits, but including all documents incorporated therein) as the
         Representative may reasonably request. The Company will also send to
         the Underwriters as soon as practicable after the date of this
         Agreement and thereafter from time to time as many copies of the
         Prospectus and the Preliminary Prospectus as the Representative may
         reasonably request for the purposes required by the Securities Act.

                  (b)      During such period (not exceeding nine months) after
         the commencement of the offering of the Securities as the Underwriters
         may be required by law to deliver a Prospectus, if any event relating
         to or affecting the Company, or of which the Company shall be advised
         in writing by the Representative shall occur, which in the opinion of
         the Company or the Representative should be set forth in a supplement
         to or an amendment of the Prospectus in order to make the Prospectus
         not misleading in the light of the circumstances when it is delivered
         to a purchaser, or if it is necessary to amend the Prospectus to comply
         with the Securities Act, the Company will forthwith at its expense
         prepare and furnish to the Underwriters and dealers named by the
         Representative a reasonable number of copies of a supplement or
         supplements or an amendment or amendments to the Prospectus that will
         supplement or amend the Prospectus so that as supplemented or amended
         it will comply with the Securities Act and will not contain any untrue
         statement of a material fact or omit to state any material fact
         necessary in order to make the statements therein, in the light of the
         circumstances when the Prospectus is delivered to a purchaser, not
         misleading. In case any Underwriter is required to deliver a Prospectus
         after the expiration of nine months after the commencement of the
         offering of the Securities, the Company, upon the request of the
         Representative, will furnish to the Representative, at the expense of
         such Underwriter, a reasonable quantity of a supplemented or amended
         prospectus, or supplements or amendments to the Prospectus, complying
         with Section 10(a) of the Securities Act.

                                        7



                  (c)      The Company will make generally available to its
         security holders, as soon as reasonably practicable, but in any event
         not later than 16 months after the end of the fiscal quarter in which
         the filing of the Prospectus pursuant to Rule 424 occurs, an earning
         statement (in form complying with the provisions of Section 11(a) of
         the Securities Act, which need not be certified by independent public
         accountants) covering a period of twelve months beginning not later
         than the first day of the Company's fiscal quarter next following the
         filing of the Prospectus pursuant to Rule 424.

                  (d)      The Company will use its best efforts promptly to do
         and perform all things to be done and performed by it hereunder prior
         to the Closing Date and to satisfy all conditions precedent to the
         delivery by it of the Securities.

                  (e)      As soon as reasonably possible after the Closing
         Date, the Company will cause the Supplemental Indenture to be recorded
         in all recording offices in the State of Florida in which the property
         intended to be subject to the lien of the Mortgage is located.

                  (f)      The Company will advise the Representative, or the
         Representative's counsel, promptly of the filing of the Prospectus
         pursuant to Rule 424 and of any amendment or supplement to the
         Prospectus or Registration Statement or of official notice of
         institution of proceedings for, or the entry of, a stop order
         suspending the effectiveness of the Registration Statement and, if such
         a stop order should be entered, use its best efforts to obtain the
         prompt removal thereof.

                  (g)      The Company will use its best efforts to qualify the
         Securities, as may be required, for offer and sale under the Blue Sky
         or legal investment laws of such jurisdictions as the Representative
         may designate and will file and make in each year such statements or
         reports as are or may be reasonably required by the laws of such
         jurisdictions; provided, however, that the Company shall not be
         required to qualify as a foreign corporation or dealer in securities,
         or to file any general consents to service of process, under the laws
         of any jurisdiction.

                  (h)      Prior to the termination of the offering of the
         Securities, the Company will not file any amendment to the Registration
         Statement or supplement to the Prospectus which shall not have
         previously been furnished to the Representative or of which the
         Representative shall not previously have been advised or to which the
         Representative shall reasonably object in writing and which has not
         been approved by the Underwriter(s) or their counsel acting on behalf
         of the Underwriters.

         8.       Payment of Expenses. The Company will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the printing and filing of the Registration Statement and the printing of
this Agreement, (ii) the delivery of the Securities to the Underwriters, (iii)
the fees and disbursements of the Company's counsel and accountants, (iv) the
expenses in connection with the qualification of the Securities under securities
laws in accordance with the provisions of paragraph 7(g), including filing fees
and the fees and disbursements of counsel for the Underwriters in connection
therewith, such fees and disbursements not to exceed $7,500, (v) the printing
and delivery to the Underwriters of copies of the Registration Statement and all
amendments thereto, of the preliminary prospectuses, and

                                        8



of the Prospectus and any amendments or supplements thereto, (vi) the printing
and delivery to the Underwriters of copies of the Blue Sky Survey and (vii) the
preparation, execution, filing and recording by the Company of the Supplemental
Indenture (such filing and recordation to be promptly made after execution and
delivery of the Supplemental Indenture to the Trustee under the Mortgage in the
counties in which the mortgaged property of the Company is located); and the
Company will pay all taxes, if any (but not including any transfer taxes), on
the issue of the Securities and the filing and recordation of the Supplemental
Indenture. The fees and disbursements of Underwriters' counsel shall be paid by
the Underwriters (subject, however, to the provisions of this paragraph 8
requiring payment by the Company of fees and disbursements not to exceed
$7,500); provided, however, that if this Agreement is terminated in accordance
with the provisions of paragraph 9, 10 or 12 hereof, the Company shall reimburse
the Representative for the account of the Underwriters for the fees and
disbursements of Underwriters' counsel. The Company shall not be required to pay
any amount for any expenses of the Representative or of any other of the
Underwriters except as provided in paragraph 7 hereof and in this paragraph 8.
The Company shall not in any event be liable to any of the Underwriters for
damages on account of the loss of anticipated profit.

         9.       Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase and pay for the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Company as of the date hereof and the Closing Date, to the performance by the
Company of its obligations to be performed hereunder prior to the Closing Date,
and to the following further conditions:

                  (a)      No stop order suspending the effectiveness of the
         Registration Statement shall be in effect on the Closing Date and no
         proceedings for that purpose shall be pending before, or, to the
         Company's knowledge, threatened by, the Commission on the Closing Date.
         The Representative shall have received, prior to payment for the
         Securities, a certificate dated the Closing Date and signed by the
         Chairman, President, Treasurer or a Vice President of the Company to
         the effect that no such stop order is in effect and that no proceedings
         for such purpose are pending before or, to the knowledge of the
         Company, threatened by the Commission.

                  (b)      At the time of execution of this Agreement, or such
         later date as shall have been consented to by the Representative, there
         shall have been issued, and on the Closing Date there shall be in full
         force and effect, an order of the Florida Public Service Commission
         authorizing the issuance and sale of the Securities, which shall not
         contain any provision unacceptable to the Representative by reason of
         its being materially adverse to the Company (it being understood that
         no such order in effect on the date of this Agreement and heretofore
         furnished to the Representative or counsel for the Underwriters
         contains any such unacceptable provision).

                  (c)      At the Closing Date, the Representative shall receive
         favorable opinions from: (1) Hunton & Williams, counsel to the Company,
         which opinion shall be satisfactory in form and substance to counsel
         for the Underwriters, and (2) Dewey Ballantine LLP, counsel for the
         Underwriters, in each of which opinions (except as to subdivision (vi)
         (as to documents incorporated by reference, at the time they were filed
         with the Commission) as to which Dewey Ballantine LLP need express no
         opinion) said

                                        9



         counsel may rely as to all matters of Florida law upon the opinion of
         R. Alexander Glenn, Associate General Counsel of Progress Energy
         Service Company LLC, acting as Counsel to the Company, to the effect
         that:

                           (i)       The Mortgage has been duly and validly
                  authorized by all necessary corporate action (with this
                  opinion required in the Hunton & Williams and Dewey Ballantine
                  LLP opinions only as to the original Indenture dated as of
                  January 1, 1944 and the Supplemental Indentures subsequent to,
                  but not including, the Thirty-Eighth Supplemental Indenture),
                  has been duly and validly executed and delivered by the
                  Company (with this opinion required in the Hunton & Williams
                  and Dewey Ballantine LLP opinions only as to the original
                  Indenture dated as of January 1, 1944 and the Supplemental
                  Indentures subsequent to, but not including, the Thirty-Eighth
                  Supplemental Indenture), and is a valid and binding mortgage
                  of the Company enforceable in accordance with its terms,
                  except as limited by bankruptcy, insolvency or other laws
                  affecting mortgagees' and other creditors' rights and general
                  equitable principles and any implied covenant of good faith
                  and fair dealing (with this opinion required in the Hunton &
                  Williams and Dewey Ballantine LLP opinions only as to the
                  original Indenture dated as of January 1, 1944 and the
                  Supplemental Indentures subsequent to, but not including, the
                  Thirty-Eighth Supplemental Indenture); provided, however, that
                  certain remedies, waivers and other provisions of the Mortgage
                  may not be enforceable, but such unenforceability will not
                  render the Mortgage invalid as a whole or affect the judicial
                  enforcement of (i) the obligation of the Company to repay the
                  principal, together with the interest thereon as provided in
                  the Securities or (ii) the right of the Trustee to exercise
                  its right to foreclose under the Mortgage;

                           (ii)      The Mortgage has been duly qualified under
                  the 1939 Act;

                           (iii)     Assuming authentication of the Securities
                  by the Trustee in accordance with the Mortgage and delivery of
                  the Securities to and payment for the Securities by the
                  Underwriters, as provided in this Agreement, the Securities
                  have been duly and validly authorized, executed and delivered
                  and are legal, valid and binding obligations of the Company
                  enforceable in accordance with their terms, except as limited
                  by bankruptcy, insolvency or other laws affecting mortgagees'
                  and other creditors' rights and general equitable principles
                  and any implied covenant of good faith and fair dealings, and
                  are entitled to the benefits of the security afforded by the
                  Mortgage, and are secured equally and ratably with all other
                  bonds outstanding under the Mortgage except insofar as any
                  sinking or other fund may afford additional security for the
                  bonds of any particular series;

                           (iv)      The statements made in the Prospectus under
                  the caption "Description of First Mortgage Bonds" and in the
                  Prospectus Supplement under the captions "Certain Terms of the
                  Bonds" and "Description of First Mortgage Bonds," insofar as
                  they purport to constitute summaries of the documents referred
                  to therein, are accurate summaries in all material respects;

                                       10



                           (v)       This Agreement has been duly and validly
                  authorized, executed and delivered by the Company;

                           (vi)      The Registration Statement, at the time and
                  date it was declared effective by the Commission, and the
                  Preliminary Prospectus and the Prospectus, at the time each
                  was filed with, or transmitted for filing to, the Commission
                  pursuant to Rule 424 (except as to the financial statements
                  and other financial and statistical data constituting a part
                  thereof or incorporated by reference therein, upon which such
                  opinions need not pass), complied as to form in all material
                  respects with the requirements of the Securities Act and the
                  1939 Act and the applicable instructions, rules and
                  regulations of the Commission thereunder; the documents or
                  portions thereof filed with the Commission pursuant to the
                  Exchange Act and deemed to be incorporated by reference in the
                  Registration Statement, the Preliminary Prospectus and the
                  Prospectus pursuant to Item 12 of Form S-3 (except as to
                  financial statements and other financial and statistical data
                  constituting a part thereof or incorporated by reference
                  therein and that part of the Registration Statement that
                  constitutes the Statement of Eligibility on Form T-1, upon
                  which such opinions need not pass), at the time they were
                  filed with the Commission, complied as to form in all material
                  respects with the requirements of the Exchange Act and the
                  applicable instructions, rules and regulations of the
                  Commission thereunder; the Registration Statement has become
                  effective under the Securities Act and, to the best of the
                  knowledge of said counsel, no stop order suspending the
                  effectiveness of the Registration Statement has been issued
                  and not withdrawn, and no proceedings for a stop order with
                  respect thereto are threatened or pending under Section 8 of
                  the Securities Act;

                           (vii)     Nothing has come to the attention of said
                  counsel that would lead them to believe that the Registration
                  Statement, at the time and date it was declared effective by
                  the Commission, contained an untrue statement of a material
                  fact or omitted to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading; and nothing has come to the attention of said
                  counsel that would lead them to believe that (x) the
                  Preliminary Prospectus, at the time it was filed with, or
                  transmitted for filing to, the Commission pursuant to Rule
                  424, included an untrue statement of a material fact or
                  omitted to state a material fact necessary in order to make
                  the statements therein, in light of the circumstances under
                  which they were made, not misleading or (y) the Prospectus, at
                  the time it was filed with, or transmitted for filing to, the
                  Commission pursuant to Rule 424 or, as amended or
                  supplemented, at the Closing Date, included or includes an
                  untrue statement of a material fact or omitted or omits to
                  state a material fact necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading (except as to financial
                  statements and other financial and statistical data
                  constituting a part of the Registration Statement, the
                  Preliminary Prospectus or the Prospectus or incorporated by
                  reference therein and that part of the Registration Statement
                  that constitutes the Statement of Eligibility on Form T-1,
                  upon which such opinions need not pass);

                                       11



                  (d)      At the Closing Date, the Representative shall receive
         from R. Alexander Glenn, Associate General Counsel of Progress Energy
         Service Company, LLC, acting as Counsel to the Company, a favorable
         opinion in form and substance satisfactory to counsel for the
         Underwriters, to the same effect with respect to the matters enumerated
         in subdivisions (i) through (v) and subdivision (vii) of subparagraph
         (c) of this paragraph 9 as the opinions required by said subparagraph
         (c), and to the further effect that:

                           (i)      The Company is a validly organized and
                  existing corporation under the laws of the State of Florida;

                           (ii)     The Company is duly authorized by its
                  Charter to conduct the business that it is now conducting as
                  set forth in the Prospectus;

                           (iii)    The Company is an electrical utility engaged
                  in the business of generating, transmitting, distributing and
                  selling electric power to the general public in the State of
                  Florida;

                           (iv)     The Company has valid and subsisting
                  franchises, licenses and permits adequate for the conduct of
                  its business, except where the failure to hold such
                  franchises, licenses and permits would not have a material
                  adverse effect on the business, properties, results of
                  operations or financial condition of the Company;

                           (v)      The Company has good and marketable title,
                  with minor exceptions, restrictions and reservations in
                  conveyances, and defects that are of the nature ordinarily
                  found in properties of similar character and magnitude and
                  that, in his opinion, will not in any substantial way impair
                  the security afforded by the Mortgage, to all the properties
                  described in the granting clauses of the Mortgage and upon
                  which the Mortgage purports to create a lien. The description
                  in the Mortgage of the above-mentioned properties is legally
                  sufficient to constitute the Mortgage a lien upon said
                  properties, including without limitation properties hereafter
                  acquired by the Company (other than those expressly excepted
                  and reserved therefrom). Said properties constitute
                  substantially all the permanent physical properties and
                  franchises (other than those expressly excepted and reserved
                  therefrom) of the Company and are held by the Company free and
                  clear of all liens and encumbrances except the lien of the
                  Mortgage and excepted encumbrances, as defined in the
                  Mortgage. The properties of the Company are subject to liens
                  for current taxes, which it is the practice of the Company to
                  pay regularly as and when due. The Company has easements for
                  rights-of-way adequate for the operations and maintenance of
                  its transmission and distribution lines that are not
                  constructed upon public highways. The Company has followed the
                  practice generally of acquiring (i) certain rights-of-way and
                  easements and certain small parcels of fee property
                  appurtenant thereto and for use in conjunction therewith and
                  (ii) certain other properties of small or inconsequential
                  value, without an examination of title and, as to the title to
                  lands affected by said rights-of-way and easements, of not
                  examining the title of the lessor or grantor whenever the
                  lands affected by such rights-of-way and easements are not of
                  such

                                       12



                  substantial value as in the opinion of the Company to justify
                  the expense attendant upon examination of titles in connection
                  therewith. In the opinion of said counsel, such practice of
                  the Company is consistent with sound economic practice and
                  with the method followed by other companies engaged in the
                  same business and is reasonably adequate to assure the Company
                  of good and marketable title to all such property acquired by
                  it. It is the opinion of said counsel that any such conditions
                  or defects as may be covered by the above recited exceptions
                  are not substantial and would not materially interfere with
                  the Company's use of such properties or with its business
                  operations. The Company has the right of eminent domain in the
                  State of Florida under which it may, if necessary, perfect or
                  obtain title to privately owned land or acquire easements or
                  rights-of-way required for use or used by the Company in its
                  public utility operations;

                           (vi)     The Mortgage has been recorded and filed in
                  such manner and in such places as may be required by law in
                  order fully to preserve and protect, in all material respects,
                  the security of the bondholders and all rights of the Trustee
                  thereunder; and the Supplemental Indenture relating to the
                  Securities is in proper form for filing for record both as a
                  real estate mortgage and as a security interest in all
                  counties in the State of Florida in which any of the property
                  (except as any therein or in the Mortgage are expressly
                  excepted) described therein or in the Mortgage as subject to
                  the lien of the Mortgage is located and, upon such recording,
                  the Supplemental Indenture will constitute adequate record
                  notice to perfect the lien of the Mortgage, and preserve and
                  protect, in all material respects, the security of the
                  bondholders and all rights of the Trustee, as to all mortgaged
                  and pledged property acquired by the Company subsequent to the
                  recording of the Fortieth Supplemental Indenture and prior to
                  the recording of the Supplemental Indenture;

                           (vii)    The Mortgage constitutes a valid, direct and
                  first mortgage lien of record upon all franchises and
                  properties now owned by the Company (other than those
                  expressly excepted therefrom and other than those franchises
                  and properties which are not, individually or in the
                  aggregate, material to the Company or the security afforded by
                  the Mortgage) situated in the State of Florida, as described
                  or referred to in the granting clauses of the Mortgage,
                  subject to the exceptions as to bankruptcy, insolvency and
                  other laws stated in subdivision (i) of subparagraph (c)
                  above;

                           (viii)   The issuance and sale of the Securities have
                  been duly authorized by all necessary corporate action on the
                  part of the Company;

                           (ix)     An order has been entered by the Florida
                  Public Service Commission authorizing the issuance and sale of
                  the Securities, and to the best of the knowledge of said
                  counsel, said order is still in force and effect; and no
                  further filing with, approval, authorization, consent or other
                  order of any public board or body (except such as have been
                  obtained under the Securities Act and as may be required under
                  the state securities or Blue Sky laws of any jurisdiction) is
                  legally

                                       13



                  required for the consummation of the transactions contemplated
                  in this Agreement;

                           (x)      Except as described in or contemplated by
                  the Prospectus, there are no pending actions, suits or
                  proceedings (regulatory or otherwise) against the Company or
                  any properties that are likely, in the aggregate, to result in
                  any material adverse change in the business, properties,
                  results of operations or financial condition of the Company or
                  that are likely, in the aggregate, to materially and adversely
                  affect the Mortgage, the Securities or the consummation of
                  this Agreement, or the transactions contemplated herein or
                  therein; and

                           (xi)     The consummation of the transactions herein
                  contemplated and the fulfillment of the terms hereof will not
                  (i) result in a breach of any of the terms or provisions of,
                  or constitute a default under, the Charter or the Company's
                  by-laws or (ii) result in a material breach of any terms or
                  provisions of, or constitute a default under, any applicable
                  law, indenture, mortgage, deed of trust or other agreement or
                  instrument to which the Company is now a party or any
                  judgment, order, writ or decree of any government or
                  governmental authority or agency or court having jurisdiction
                  over the Company or any of its assets, properties or
                  operations that, in the case of any such breach or default,
                  would have a material adverse effect on business, properties,
                  results of operations or financial condition of the Company.

                  (e)      The Representative shall have received on the date
         hereof and shall receive on the Closing Date from each of Deloitte &
         Touche LLP and KPMG LLP, a letter addressed to the Representative
         containing statements and information of the type ordinarily included
         in accountants' SAS 72 "comfort letters" to underwriters with respect
         to the audit reports, financial statements and certain financial
         information contained in or incorporated by reference into the
         Prospectus.

                  (f)      At the Closing Date, the Representative shall receive
         a certificate of the Chairman, President, Treasurer or a Vice President
         of the Company, dated the Closing Date, to the effect that the
         representations and warranties of the Company in this Agreement are
         true and correct as of the Closing Date.

                  (g)      All legal proceedings taken in connection with the
         sale and delivery of the Securities shall have been satisfactory in
         form and substance to counsel for the Underwriters, and the Company, as
         of the Closing Date, shall be in compliance with any governing order of
         the Florida Public Service Commission, except where the failure to
         comply with such order would not be material to the offering or
         validity of the Securities.

         In case any of the conditions specified above in this paragraph 9 shall
not have been fulfilled or waived by 2:00 P.M. on the Closing Date, this
Agreement may be terminated by the Representative by delivering written notice
thereof to the Company. Any such termination shall be without liability of any
party to any other party except as otherwise provided in paragraphs 7 and 8
hereof.

                                       14



         10.      Conditions of the Company's Obligations. The obligations of
the Company to deliver the Securities shall be subject to the following
conditions:

                  (a)      No stop order suspending the effectiveness of the
         Registration Statement shall be in effect on the Closing Date, and no
         proceedings for that purpose shall be pending before or threatened by
         the Commission on the Closing Date.

                  (b)      Prior to 12:00 Noon, New York time, on the day
         following the date of this Agreement, or such later date as shall have
         been consented to by the Company, there shall have been issued and on
         the Closing Date there shall be in full force and effect an order of
         the Florida Public Service Commission authorizing the issuance and sale
         by the Company of the Securities, which shall not contain any provision
         unacceptable to the Company by reason of its being materially adverse
         to the Company (it being understood that the order in effect as of the
         date of this Agreement contains any such unacceptable provision).

         In case any of the conditions specified in this paragraph 10 shall not
have been fulfilled at the Closing Date, this Agreement may be terminated by the
Company by delivering written notice thereof to the Representative. Any such
termination shall be without liability of any party to any other party except as
otherwise provided in paragraphs 7 and 8 hereof.

         11.      Indemnification.

                  (a)      The Company agrees to indemnify and hold harmless
         each Underwriter, each officer and director of each Underwriter and
         each person who controls any Underwriter within the meaning of Section
         15 of the Securities Act against any and all losses, claims, damages or
         liabilities, joint or several, to which they or any of them may become
         subject and to reimburse each such Underwriter, each such officer and
         director, and each such controlling person for any legal or other
         expenses (including to the extent hereinafter provided, reasonable
         counsel fees) incurred by them, when and as incurred, in connection
         with investigating any such losses, claims, damages or liabilities or
         in connection with defending any actions, insofar as such losses,
         claims, damages, liabilities, expenses or actions arise out of or are
         based upon any untrue statement, or alleged untrue statement, of a
         material fact contained in the Registration Statement, the Preliminary
         Prospectus or the Prospectus, or in the Registration Statement or
         Prospectus as amended or supplemented (if any amendments or supplements
         thereto shall have been furnished), or the omission or alleged omission
         to state therein a material fact required to be stated therein or
         necessary to make the statements therein not misleading; provided,
         however, that the indemnity agreement contained in this paragraph 11
         shall not apply to any such losses, claims, damages, liabilities,
         expenses or actions arising out of or based upon any such untrue
         statement or alleged untrue statement, or any such omission or alleged
         omission, if such statement or omission was made in reliance upon and
         in conformity with information furnished herein or in writing to the
         Company by any Underwriter through the Representative expressly for use
         in the Registration Statement, the Preliminary Prospectus or the
         Prospectus, or any amendment or supplement to any thereof, or arising
         out of, or based upon, statements in or omissions from that part of the
         Registration Statement that shall constitute the Statement of
         Eligibility under the 1939

                                       15



         Act (Form T-1) of the Trustee, and provided, further, that the
         indemnity agreement contained in this paragraph 11 shall not inure to
         the benefit of any Underwriter (or of any person controlling such
         Underwriter) on account of any such losses, claims, damages,
         liabilities, expenses or actions arising from the sale of the
         Securities to any person if a copy of the Prospectus (excluding
         documents incorporated by reference therein) shall not have been given
         or sent to such person by or on behalf of such Underwriter with or
         prior to the written confirmation of the sale involved, unless such
         Prospectus failed to correct the omission or misstatement. The
         indemnity agreement of the Company contained in this paragraph 11 and
         the representations and warranties of the Company contained in
         paragraph 3 hereof shall remain operative and in full force and effect
         regardless of any investigation made by or on behalf of any
         Underwriter, and such officer or director or any such controlling
         person and shall survive the delivery of the Securities. The
         Underwriters agree to notify promptly the Company, and each other
         Underwriter, of the commencement of any litigation or proceedings
         against them or any of them, or any such officer or director or any
         such controlling person, in connection with the sale of the Securities.

                  (b)      Each Underwriter severally, and not jointly, agrees
         to indemnify and hold harmless the Company, its officers and directors,
         and each person who controls the Company within the meaning of Section
         15 of the Securities Act, against any and all losses, claims, damages
         or liabilities, joint or several, to which they or any of them may
         become subject and to reimburse each of them for any legal or other
         expenses (including, to the extent hereinafter provided, reasonable
         counsel fees) incurred by them, when and as incurred, in connection
         with investigating any such losses, claims, damages, or liabilities, or
         in connection with defending any actions, insofar as such losses,
         claims, damages, liabilities, expenses or actions arise out of or are
         based upon any untrue statement or alleged untrue statement of a
         material fact contained in the Registration Statement, the Preliminary
         Prospectus or the Prospectus as amended or supplemented (if any
         amendments or supplements thereto shall have been furnished), or the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, if such statement or omission was made in reliance upon and
         in conformity with information furnished herein or in writing to the
         Company by such Underwriter or through the Representative on behalf of
         such Underwriter expressly for use in the Registration Statement, the
         Preliminary Prospectus or the Prospectus or any amendment or supplement
         to any thereof. The indemnity agreement of all the respective
         Underwriters contained in this paragraph 11 shall remain operative and
         in full force and effect regardless of any investigation made by or on
         behalf of the Company or any other Underwriter, or any such officer or
         director or any such controlling person, and shall survive the delivery
         of the Securities. The Company agrees promptly to notify the
         Representative of the commencement of any litigation or proceedings
         against the Company or any of its officers or directors, or any such
         controlling person, in connection with the sale of the Securities.

                  (c)      The Company and each of the Underwriters agree that,
         upon the receipt of notice of the commencement of any action against
         it, its officers or directors, or any person controlling it as
         aforesaid, in respect of which indemnity may be sought on account of
         any indemnity agreement contained herein, it will promptly give written

                                       16



         notice of the commencement thereof to the party or parties against whom
         indemnity shall be sought hereunder. The Company and each of the
         Underwriters agree that the notification required by the preceding
         sentence shall be a material term of this Agreement. The omission so to
         notify such indemnifying party or parties of any such action shall
         relieve such indemnifying party or parties from any liability that it
         or they may have to the indemnified party on account of any indemnity
         agreement contained herein if such indemnifying party was materially
         prejudiced by such omission, but shall not relieve such indemnifying
         party or parties from any liability that it or they may have to the
         indemnified party otherwise than on account of such indemnity
         agreement. In case such notice of any such action shall be so given,
         such indemnifying party shall be entitled to participate at its own
         expense in the defense or, if it so elects, to assume (in conjunction
         with any other indemnifying parties) the defense of such action, in
         which event such defense shall be conducted by counsel chosen by such
         indemnifying party (or parties) and satisfactory to the indemnified
         party or parties who shall be defendant or defendants in such action,
         and such defendant or defendants shall bear the fees and expenses of
         any additional counsel retained by them; but if the indemnifying party
         shall elect not to assume the defense of such action, such indemnifying
         parties will reimburse such indemnified party or parties for the
         reasonable fees and expenses of any counsel retained by them, as such
         expenses are incurred; provided, however, if the defendants (including
         any impleaded parties) in any such action include both the indemnified
         party and the indemnifying party, and counsel for the indemnified party
         shall have concluded, in its reasonable judgment, that there may be a
         conflict of interest involved in the representation by such counsel of
         both the indemnifying party and the indemnified party, the indemnified
         party or parties shall have the right to select separate counsel,
         satisfactory to the indemnifying party, to participate in the defense
         of such action on behalf of such indemnified party or parties (it being
         understood, however, that the indemnifying party shall not be liable
         for the expenses of more than one separate counsel (in addition to one
         local counsel) representing the indemnified parties who are parties to
         such action). Each of the Company and the several Underwriters agrees
         that without the other party's prior written consent, which consent
         shall not be unreasonably withheld, it will not settle, compromise or
         consent to the entry of any judgment in any claim in respect of which
         indemnification may be sought under the indemnification provisions of
         this Agreement, unless such settlement, compromise or consent (i)
         includes an unconditional release of such other party from all
         liability arising out of such claim and (ii) does not include a
         statement as to or an admission of fault, culpability or a failure to
         act by or on behalf of such other party.

                  (d)      If the indemnification provided for in subparagraphs
         (a) or (b) above is for any reason unavailable to or insufficient to
         hold harmless an indemnified party in respect of any losses,
         liabilities, claims, damages or expenses referred to therein, then each
         indemnifying party shall contribute to the aggregate amount of such
         losses, liabilities, claims, damages and expenses incurred by such
         indemnified party, as incurred, (i) in such proportion as is
         appropriate to reflect the relative benefits received by the Company,
         on the one hand, and the Underwriters, on the other hand, from the
         offering of the Securities pursuant to this Agreement or (ii) if the
         allocation provided by clause (i) is not permitted by applicable law,
         in such proportion as is appropriate to reflect not only the relative
         benefits referred to in clause (i) above but also the relative fault of
         the Company, on the

                                       17



         one hand, and of the Underwriters, on the other hand, in connection
         with the statements or omissions that resulted in such losses,
         liabilities, claims, damages or expenses, as well as any other relevant
         equitable considerations. The relative benefits received by the
         Company, on the one hand, and the Underwriters, on the other hand, in
         connection with the offering of the Securities pursuant to this
         Agreement shall be deemed to be in the same respective proportions as
         the total net proceeds from the offering of the Securities pursuant to
         this Agreement (before deducting expenses) received by the Company and
         the total underwriting discount received by the Underwriters, in each
         case as set forth on the cover of the Prospectus, bear to the aggregate
         initial public offering price of the Securities as set forth on such
         cover. The relative fault of the Company, on the one hand, and the
         Underwriters, on the other hand, shall be determined by reference to,
         among other things, whether the untrue or alleged untrue statement of a
         material fact or omission or alleged omission to state a material fact
         relates to information supplied by the Company or by the Underwriters
         and the parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission. The
         Company and the Underwriters agree that it would not be just and
         equitable if contribution pursuant to this subparagraph (d) were
         determined by pro rata allocation (even if the Underwriters were
         treated as one entity for such purpose) or by any other method of
         allocation that does not take account of the equitable considerations
         referred to above in this subparagraph (d). The rights of contribution
         contained in this Section 11 shall remain operative and in full force
         and effect regardless of any investigation made by or on behalf of any
         Underwriter of the Company and shall survive delivery of the
         Securities. No person guilty of fraudulent misrepresentation (within
         the meaning of Section 11(f) of the Securities Act) shall be entitled
         to contribution from any person who was not guilty of such fraudulent
         misrepresentation. For purposes of this subparagraph (d), each person,
         if any, who controls an Underwriter within the meaning of Section 15 of
         the Securities Act or Section 20 of the Exchange Act shall have the
         same rights to contribution as such Underwriter, and each director of
         the Company, each officer of the Company who signed the Registration
         Statement, and each person, if any, who controls the Company within the
         meaning of Section 15 of the Securities Act or Section 20 of the
         Exchange Act shall have the same rights to contribution as the Company.
         The Underwriters' respective obligations to contribute pursuant to this
         subparagraph (d) are several in proportion to the number of Securities
         set forth opposite their respective names in Schedule II hereto and not
         joint.

                  (e)      For purposes of this paragraph 11, it is understood
         and agreed that the only information provided by the Underwriters
         expressly for use in the Registration Statement and Prospectus were the
         following parts of the section titled "Underwriting": the second, third
         and fourth sentences of the second paragraph, the third sentence of the
         third paragraph, all of the fourth paragraph, and all of the fifth
         paragraph.

         12.      Termination Date of this Agreement. This Agreement may be
terminated by the Representative at any time prior to the Closing Date by
delivering written notice thereof to the Company, if on or after the date of
this Agreement but prior to such time (a) there shall have occurred any general
suspension of trading in securities on the New York Stock Exchange, or there
shall have been established by the New York Stock Exchange or by the Commission
or by any federal or state agency or by the decision of any court, any
limitation on prices for such

                                       18



trading or any restrictions on the distribution of securities or (b) there shall
have occurred any new outbreak of hostilities including, but not limited to,
significant escalation of hostilities that existed prior to the date of this
Agreement or any national or international calamity or crisis, or any material
adverse change in the financial markets of the United States, the effect of
which outbreak, escalation, calamity or crisis, or material adverse change on
the financial markets of the United States shall be such as to make it
impracticable, in the reasonable judgment of the Representative, for the
Underwriters to enforce contracts for the sale of the Securities, or (c) the
Company shall have sustained a substantial loss by fire, flood, accident or
other calamity that renders it impracticable, in the reasonable judgment of the
Representative, to consummate the sale of the Securities and the delivery of the
Securities by the several Underwriters at the initial public offering price, or
(d) there shall have been any downgrading or any notice of any intended or
potential downgrading in the rating accorded the Company's securities by any
"nationally recognized statistical rating organization" as that term is defined
by the Commission for the purposes of Securities Act Rule 436(g)(2), or any such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of the Securities, or
any of the Company's other outstanding debt, the effect of which in the
reasonable judgment of the Representative, makes it impracticable or inadvisable
to consummate the sale of the Securities and the delivery of the Securities by
the several Underwriters at the initial public offering price or (e) there shall
have been declared, by either federal or New York authorities, a general banking
moratorium. This Agreement may also be terminated at any time prior to the
Closing Date if in the reasonable judgment of the Representative the subject
matter of any amendment or supplement to the Registration Statement or
Prospectus (other than an amendment or supplement relating solely to the
activity of any Underwriter or Underwriters) filed after the execution of this
Agreement shall have materially impaired the marketability of the Securities.
Any termination hereof pursuant to this paragraph 12 shall be without liability
of any party to any other party except as otherwise provided in paragraphs 7 and
8.

         13.      Miscellaneous. The validity and interpretation of this
Agreement shall be governed by the laws of the State of New York. Unless
otherwise specified, time of day refers to New York City time. This Agreement
shall inure to the benefit of, and be binding upon, the Company, the several
Underwriters, and with respect to the provisions of paragraph 11 hereof, the
officers and directors and each controlling person referred to in paragraph 11
hereof, and their respective successors. Nothing in this Agreement is intended
or shall be construed to give to any other person, firm or corporation any legal
or equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. The term "successors" as used in this Agreement
shall not include any purchaser, as such purchaser, of any of the Securities
from any of the several Underwriters.

         14.      Notices. All communications hereunder shall be in writing or
by telefax and, if to the Underwriters, shall be mailed, transmitted by any
standard form of telecommunication or delivered to the Representative at the
address set forth in Schedule I hereto and if to the Company, shall be mailed or
delivered to it at 410 South Wilmington Street, Raleigh, North Carolina 27601,
Attention: Thomas R. Sullivan, Treasurer.

         15.      Counterparts. This Agreement may be simultaneously executed in
counterparts, each of which when so executed shall be deemed to be an original.
Such counterparts shall together constitute one and the same instrument.

                                       19



         16.      Defined Terms. Unless otherwise defined herein, capitalized
terms used in this Underwriting Agreement shall have the meanings assigned to
them in the Registration Statement.

        [The remainder of this page has been intentionally left blank.]

                                       20



         If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company the enclosed duplicate hereof
whereupon it will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.

                                       Very truly yours,

                                       FLORIDA POWER CORPORATION
                                       d/b/a PROGRESS ENERGY FLORIDA, INC.

                                       By:  /s/ Peter M. Scott III
                                           -------------------------------
                                            Authorized Representative

Accepted as of the date first
above written, as Underwriter
named in, and as the Representative
of the other Underwriters named in, Schedule II.

BANC ONE CAPITAL MARKETS, INC.

By:     /s/ C. Victor Manny
    -------------------------------------
        Authorized Representative

SALOMON SMITH BARNEY INC.

By:     /s/ Howard Hiller
    -------------------------------------
        Authorized Representative

WACHOVIA SECURITIES, INC.

By:     /s/ Keith Mauney
    -------------------------------------
        Authorized Representative

                                       21



                                   SCHEDULE I

Underwriting Agreement dated February 18, 2003

Registration Statement Nos.:        333-63204 and pre-effective amendment no. 1
                                    thereto, with respect to the $380,000,000
                                    aggregate principal amount of the Company's
                                    First Mortgage Bonds and Debt Securities,
                                    which also constitutes Post-Effective
                                    Amendment No. 1 to Registration Statement
                                    Nos. 33-55273, 33-62210 and 333-29897, each
                                    discussed in further detail below.

                                    Post-Effective Amendment No. 1 to
                                    Registration Statement No. 33-55273, with
                                    respect to the $250,000,000 aggregate
                                    principal amount of the Company's First
                                    Mortgage Bonds and Debt Securities.

                                    Post-Effective Amendment No. 1 to
                                    Registration Statement No. 33-62210, with
                                    respect to the $120,000,000 aggregate
                                    principal amount of the Company's First
                                    Mortgage Bonds and Debt Securities,
                                    $50,000,000 of which were subsequently sold
                                    on July 18, 2001.

                                    Post-Effective Amendment No. 1 to
                                    Registration Statement No. 333-29897, with
                                    respect to the $250,000,000 aggregate
                                    principal amount of the Company's First
                                    Mortgage Bonds and Debt Securities, all of
                                    which were subsequently sold on July 18,
                                    2001.

Representative and Addresses:

                                    Banc One Capital Markets, Inc.
                                    1 Bank One Plaza
                                    Chicago, IL  60670
                                    Attention:  Structuring and Execution

                                    Salomon Smith Barney Inc.
                                    388 Greenwich Street
                                    New York, NY 10013
                                    Attention: Peter Kind - Global Power
                                    Investment Banking

                                    Wachovia Securities, Inc.
                                    One First Union Center, TW-8
                                    301 South College Street
                                    Charlotte, NC  28288
                                    Attention: Jim Williams - Debt Capital
                                    Markets

Supplemental Indenture:             Forty-First, dated as of February 1, 2003

Designation:                        First Mortgage Bonds, 4.80% Series due 2013

                                    Principal Amount: $425,000,000

                                    Date of Maturity: March 1, 2013

                                       22



                                    Interest Rate: 4.80% per annum, payable
                                    March 1 and September 1 of each year,
                                    commencing September 1, 2003.

                                    Purchase Price: 98.994% of the principal
                                    amount thereof, plus no accrued interest to
                                    the date of payment and delivery.

                                    Public Offering Price: 99.644% of the
                                    principal amount thereof, plus no accrued
                                    interest to the date of payment and
                                    delivery.

Designation:                        First Mortgage Bonds, 5.90% Series due 2033

                                    Principal Amount: $225,000,000

                                    Date of Maturity: March 1, 2033

                                    Interest Rate: 5.90% per annum, payable
                                    March 1 and September 1 of each year,
                                    commencing September 1, 2003.

                                    Purchase Price: 98.871% of the principal
                                    amount thereof, plus no accrued interest to
                                    the date of payment and delivery.

                                    Public Offering Price: 99.746% of the
                                    principal amount thereof, plus no accrued
                                    interest to the date of payment and
                                    delivery.

Redemption Terms of Each
Series:                             Optional -- redeemable prior to maturity, in
                                    whole or in part, at the option of the
                                    Company at a make-whole redemption price (as
                                    defined and described in further detail in
                                    the prospectus supplement).

                                    Special -- redeemable prior to maturity, in
                                    whole but not in part, upon the occurrence
                                    of specific events, at the option of the
                                    Company at a make-whole redemption price (as
                                    defined and described in further detail in
                                    the prospectus supplement).

Closing Date and Location:          February 21, 2003

                                    Hunton & Williams
                                    One Hannover Square, 14th Floor
                                    Raleigh, North Carolina  27601

                                       23



                                   SCHEDULE II



                                                                              PRINCIPAL AMOUNT OF
                                                                              -------------------
                      UNDERWRITER                                    2013 BONDS                    2033 BONDS
                      -----------                                    ----------                    ----------
                                                                                            
Banc One Capital Markets, Inc..........................             $110,500,000                  $ 58,500,000
Salomon Smith Barney Inc...............................             $110,500,000                  $ 58,500,000
Wachovia Securities, Inc...............................             $110,500,000                  $ 58,500,000
Mellon Financial Markets LLC...........................             $ 29,750,000                  $ 15,750,000
SunTrust Capital Markets, Inc..........................             $ 29,750,000                  $ 15,750,000
BNY Capital Markets, Inc...............................             $ 25,500,000                  $ 13,500,000
M.R. Beal & Company....................................             $  8,500,000                  $  4,500,000
                                                                    ------------                  ------------
      TOTAL............................................             $425,000,000                  $225,000,000


                                       24

EX-4

THIS INSTRUMENT WAS PREPARED
UNDER THE SUPERVISION OF:
R. ALEXANDER GLENN, ASSOCIATE GENERAL COUNSEL
FLORIDA POWER CORPORATION
d/b/a PROGRESS ENERGY FLORIDA, INC.
100 CENTRAL AVENUE
ST. PETERSBURG, FLORIDA 33701

- --------------------------------------------------------------------------------

                            FLORIDA POWER CORPORATION
                       d/b/a PROGRESS ENERGY FLORIDA, INC.

                                       TO

                           FIRST CHICAGO TRUST COMPANY
                              OF NEW YORK, TRUSTEE

                              ---------------------

                                   FORTY-FIRST
                             SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 1, 2003

                              --------------------

           This is a security agreement covering personal property as
            well as a mortgage upon real estate and other property.

                             SUPPLEMENT TO INDENTURE
                  DATED AS OF JANUARY 1, 1944, AS SUPPLEMENTED

- --------------------------------------------------------------------------------



                               TABLE OF CONTENTS*



                                                                                                                        PAGE
                                                                                                                        ----
                                                                                                                     
RECITALS..........................................................................................................        2
GRANTING LANGUAGE.................................................................................................        5
ARTICLE I--THE NEW SERIES BONDS...................................................................................        7
         A.   Creation of First Mortgage Bonds, 4.80% Series due 2013.............................................        7
         B.   Creation of First Mortgage Bonds, 5.90% Series due 2033.............................................       12
         C.   Form of The New Series Bonds........................................................................       17
         D.   Payment of Interest on the New Series Bonds.........................................................       24
ARTICLE II--ADDITIONAL COVENANTS..................................................................................       25
ARTICLE III--RESERVATION OF AMENDMENT.............................................................................       26
ARTICLE IV--CONSENT TO AMENDMENTS.................................................................................       26
ARTICLE V--SUNDRY PROVISIONS......................................................................................       27

EXHIBITS:

EXHIBIT A--RECORDING INFORMATION................................................................................        A-1
EXHIBIT B--PROPERTY DESCRIPTIONS................................................................................        B-1


- ---------------
*        The headings listed in this Table of Contents are for convenience only
and should not be included for substantive purposes as part of this Supplemental
Indenture.

                                        2



                                    RECITALS

         SUPPLEMENTAL INDENTURE, dated as of the 1st day of February 2003, made
and entered into by and between FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY
FLORIDA, INC., a corporation of the State of Florida (hereinafter sometimes
called the "Company"), party of the first part, and FIRST CHICAGO TRUST COMPANY
OF NEW YORK, a New York trust company, whose address is 151 West 51st Street,
5th Floor, New York, New York 10019 (hereinafter sometimes called the
"Trustee"), as Trustee, party of the second part.

WHEREAS, the Company has heretofore executed and delivered an indenture of
mortgage and deed of trust, titled the Indenture, dated as of January 1, 1944,
and the same has been recorded in the public records of the counties listed on
EXHIBIT A hereto, on the dates and in the official record books and at the page
numbers listed thereon, and for the purpose of preventing the extinguishment of
said Indenture under Chapter 712, Florida Statutes, the above-referred-to
Indenture applicable to each county in which this instrument is recorded is
hereby incorporated herein and made a part hereof by this reference thereto
(said Indenture is hereinafter referred to as the "Original Indenture" and with
the below-mentioned forty Supplemental Indentures and this Supplemental
Indenture and all other indentures, if any, supplemental to the Original
Indenture collectively referred to as the "Indenture"), in and by which the
Company conveyed and mortgaged to the Trustee certain property therein described
to secure the payment of all bonds of the Company to be issued thereunder in one
or more series; and

WHEREAS, pursuant to and under the terms of the Original Indenture, the Company
issued $16,500,000 First Mortgage Bonds, 3 3/8% Series due 1974; and

WHEREAS, subsequent to the date of the execution and delivery of the Original
Indenture, the Company has from time to time executed and delivered forty
indentures supplemental to the Original Indenture (collectively, the
"Supplemental Indentures"), providing for the creation of additional series of
bonds secured by the Original Indenture and/or for amendment of certain terms
and provisions of the Original Indenture and of indentures supplemental thereto,
such Supplemental Indentures, and the purposes thereof, being as follows:



       SUPPLEMENTAL INDENTURE
              AND DATE                                          PROVIDING FOR:
- --------------------------------------     ----------------------------------------------------------
                                        
First    July 1, 1946                      $4,000,000 First Mortgage Bonds, 2 7/8% Series due 1974

Second   November 1, 1948                  $8,500,000 First Mortgage Bonds, 3 1/4% Series due 1978

Third    July 1, 1951                      $14,000,000 First Mortgage Bonds, 3 3/8% Series due 1981

Fourth   November 1, 1952                  $15,000,000 First Mortgage Bonds, 3 3/8% Series due 1982

Fifth    November 1, 1953                  $10,000,000 First Mortgage Bonds, 3 5/8% Series due 1983


                                        3





       SUPPLEMENTAL INDENTURE
              AND DATE                                          PROVIDING FOR:
- --------------------------------------     ----------------------------------------------------------
                                        
Sixth          July 1, 1954                $12,000,000 First Mortgage Bonds, 3 1/8% Series due 1984

Seventh        July 1, 1956                $20,000,000 First Mortgage Bonds, 3 7/8% Series due
                                           1986, and amendment of certain provisions of the
                                           Original Indenture

Eighth         July 1, 1958                $25,000,000 First Mortgage Bonds, 4 1/8% Series due
                                           1988, and amendment of certain provisions of the
                                           Original Indenture

Ninth          October 1, 1960             $25,000,000 First Mortgage Bonds, 4 3/4% Series due 1990

Tenth          May 1, 1962                 $25,000,000 First Mortgage Bonds, 4 1/4% Series due 1992

Eleventh       April 1, 1965               $30,000,000 First Mortgage Bonds, 4 5/8% Series due 1995

Twelfth        November 1, 1965            $25,000,000 First Mortgage Bonds, 4 7/8% Series due 1995

Thirteenth      August 1, 1967             $25,000,000 First Mortgage Bonds, 6 1/8% Series due 1997

Fourteenth     November 1, 1968            $30,000,000 First Mortgage Bonds, 7% Series due 1998

Fifteenth      August 1, 1969              $35,000,000 First Mortgage Bonds, 7 7/8% Series due 1999

Sixteenth      February 1, 1970            Amendment of certain provisions of the Original Indenture

Seventeenth    November 1, 1970            $40,000,000 First Mortgage Bonds, 9% Series due 2000

Eighteenth     October 1, 1971             $50,000,000 First Mortgage Bonds, 7 3/4% Series due 2001

Nineteenth     June 1, 1972                $50,000,000 First Mortgage Bonds, 7 3/8% Series due 2002

Twentieth      November 1, 1972            $50,000,000 First Mortgage Bonds, 7 1/4% Series A due 2002

Twenty-First   June 1, 1973                $60,000,000 First Mortgage Bonds, 7 3/4% Series due 2003

Twenty-Second  December 1, 1973            $70,000,000 First Mortgage Bonds, 8% Series A due 2003

Twenty-Third   October 1, 1976             $80,000,000 First Mortgage Bonds, 8 3/4% Series due 2006

Twenty-Fourth  April 1, 1979               $40,000,000 First Mortgage Bonds, 6 3/4-6 7/8% Series due 2004-2009

Twenty-Fifth   April 1, 1980               $100,000,000 First Mortgage Bonds, 13 5/8% Series due 1987

Twenty-Sixth   November 1, 1980            $100,000,000 First Mortgage Bonds, 13.30% Series A due 1990



                                        4





       SUPPLEMENTAL INDENTURE
              AND DATE                                          PROVIDING FOR:
- --------------------------------------     ----------------------------------------------------------
                                        
Twenty-Seventh     November 15, 1980       $38,000,000 First Mortgage Bonds, 10-10 1/4% Series due
                                           2000-2010
Twenty-Eighth      May 1, 1981             $50,000,000 First Mortgage Bonds, 9 1/4% Series A due 1984

Twenty-Ninth       September 1, 1982       Amendment of certain provisions of the Original Indenture

Thirtieth          October 1, 1982         $100,000,000 First Mortgage Bonds, 13 1/8% Series due 2012

Thirty-First       November 1, 1991        $150,000,000 First Mortgage Bonds, 8 5/8% Series due 2021

Thirty-Second      December 1, 1992        $150,000,000 First Mortgage Bonds, 8% Series due 2022

Thirty-Third       December 1, 1992        $75,000,000 First Mortgage Bonds, 6 1/2% Series due 1999

Thirty-Fourth      February 1, 1993        $80,000,000 First Mortgage Bonds, 6-7/8% Series due 2008

Thirty-Fifth       March 1, 1993           $70,000,000 First Mortgage Bonds, 6-1/8% Series due 2003

Thirty-Sixth       July 1, 1993            $110,000,000 First Mortgage Bonds, 6% Series due 2003

Thirty-Seventh     December 1, 1993        $100,000,000 First Mortgage Bonds, 7% Series due 2023

Thirty-Eighth      July 25, 1994           Appointment of First Chicago Trust Company of New York
                                           as successor Trustee and resignation of former Trustee
                                           and Co-Trustee

Thirty-Ninth       July 1, 2001            $300,000,000 First Mortgage Bonds, 6.650% Series due 2011

Fortieth           July 1, 2002            $240,865,000 First Mortgage Bonds in three series as
                                           follows: (i) $108,550,000 Pollution Control Series
                                           2002A Bonds due 2027; (ii) $100,115,000 Pollution
                                           Control Series 2002B Bonds due 2022; and (iii)
                                           $32,200,000 Pollution Control Series 2002C Bonds due 2018;
                                           and reservation of amendment of certain provisions of the
                                           Original Indenture


WHEREAS, the Supplemental Indentures have each been recorded in the public
records of the counties listed on EXHIBIT A hereto, on the dates and in the
official record books and at the page numbers listed thereon; and

WHEREAS, subsequent to the date of the execution and delivery of the Fortieth
Supplemental Indenture the Company has purchased, constructed or otherwise
acquired certain property hereinafter referred to, and the Company desires by
this Supplemental Indenture to confirm the lien of the Original Indenture on
such property; and

                                        5



WHEREAS, the Company desires by this Supplemental Indenture to create two new
series of bonds to be designated as (i) First Mortgage Bonds, 4.80% Series due
2013 (the "2013 Bonds") and (ii) First Mortgage Bonds, 5.90% Series due 2033
(the "2033 Bonds" and together with the 2013 Bonds, sometimes herein
collectively called the "New Series Bonds"), to be issued under the Original
Indenture pursuant to Section 2.01 of the Original Indenture, and also desires
to deliver to the Trustee prior to or simultaneously with the authentication and
delivery of the initial issue of Six Hundred Fifty Million Dollars
($650,000,000) principal amount of New Series Bonds pursuant to Section 4.03 of
the Original Indenture the documents and instruments required by said section;
and

WHEREAS, the Company in the exercise of the powers and authority conferred upon
and reserved to it under and by virtue of the Indenture, and pursuant to the
resolutions of its Board of Directors (as defined in the Indenture, which
definition includes any duly authorized committee of the Board of Directors,
including the First Mortgage Bond Indenture Committee of the Board of Directors)
has duly resolved and determined to make, execute and deliver to the Trustee a
Supplemental Indenture in the form hereof for the purposes herein provided; and

WHEREAS, all conditions and requirements necessary to make this Supplemental
Indenture a valid, binding and legal instrument in accordance with its terms
have been done, performed and fulfilled, and the execution and delivery hereof
have been in all respects duly authorized;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Florida Power
Corporation d/b/a Progress Energy Florida, Inc., in consideration of the
premises and of One Dollar ($1.00) and other good and valuable consideration to
it duly paid by the Trustee at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in order to secure the
payment of both the principal of and interest and premium, if any, on the bonds
from time to time issued and to be issued under the Indenture, according to
their tenor and effect, does hereby confirm the grant, sale, resale, conveyance,
assignment, transfer, mortgage and pledge of the property described in the
Original Indenture and the Supplemental Indentures (except such properties or
interests therein as may have been released or sold or disposed of in whole or
in part as permitted by the provisions of the Original Indenture), and hath
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over and confirmed, and by these presents doth grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm
unto First Chicago Trust Company of New York, as Trustee, and to its successors
in the trust and to its successors and assigns, forever, all property, real,
personal and mixed, tangible and intangible, owned by the Company on the date of
the execution of this Supplemental Indenture or which may be hereafter acquired
by it, including (but not limited to) all property which it has acquired
subsequent to the date of execution of the Fortieth Supplemental Indenture and
situated in the State of Florida, including without limitation the property
described on EXHIBIT B hereto (in all cases, except such property as is
expressly excepted by the Original Indenture from the lien and operation
thereof); and without in any way limiting or impairing by the enumeration of the
same the scope and intent of the foregoing, all lands, power sites, flowage
rights, water rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and
all other rights or means for appropriating, conveying, storing and supplying
water; all rights of way and roads; all plants for the generation of electricity
by steam, water and/or other power; all power houses, facilities for utilization
of natural gas, street lighting

                                        6



systems, if any, standards and other equipment incidental thereto, telephone,
radio and television systems, microwave systems, facilities for utilization of
water, steam heat and hot water plants, if any, all substations, lines, service
and supply systems, bridges, culverts, tracks, offices, buildings and other
structures and equipment and fixtures thereof; all machinery, engines, boilers,
dynamos, electric machines, regulators, meters, transformers, generators,
motors, electrical and mechanical appliances, conduits, cables, pipes, fittings,
valves and connections, poles (wood, metal and concrete), and transmission
lines, wires, cables, conductors, insulators, tools, implements, apparatus,
furniture, chattels, and choses in action; all municipal and other franchises,
consents, licenses or permits; all lines for the distribution of electric
current, gas, steam heat or water for any purpose including towers, poles (wood,
metal and concrete), wires, cables, pipes, conduits, ducts and all apparatus for
use in connection therewith; all real estate, lands, easements, servitudes,
licenses, permits, franchises, privileges, rights-of-way and other rights in or
relating to real estate or the use and occupancy of the same (except as herein
or in the Original Indenture or any of the Supplemental Indentures expressly
excepted); all the right, title and interest of the Company in and to all other
property of any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property hereinbefore, or in the Original
Indenture and said Supplemental Indentures, described.

IT IS HEREBY AGREED by the Company that all the property, rights and franchises
acquired by the Company after the date hereof (except any property herein or in
the Original Indenture or any of the Supplemental Indentures expressly excepted)
shall, subject to the provisions of Section 9.01 of the Original Indenture and
to the extent permitted by law, be as fully embraced within the lien hereof as
if such property, rights and franchises were now owned by the Company and/or
specifically described herein and conveyed hereby.

TOGETHER WITH all and singular the tenements, hereditaments and appurtenances
belonging or in any way appertaining to the aforesaid mortgaged property or any
part thereof, with the reversion and reversions, remainder and remainders and
(subject to the provisions of Section 9.01 of the Original Indenture) the tolls,
rents, revenues, issues, earnings, income, product and profits thereof, and all
the estate, right, title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
aforesaid mortgaged property and every part and parcel thereof.

TO HAVE AND TO HOLD THE SAME unto First Chicago Trust Company of New York, the
Trustee, and its successors in the trust and its assigns forever, but IN TRUST
NEVERTHELESS upon the terms and trusts set forth in the Indenture, for the
benefit and security of those who shall hold the bonds and coupons issued and to
be issued under the Indenture, without preference, priority or distinction as to
lien of any of said bonds and coupons over any others thereof by reason or
priority in the time of the issue or negotiation thereof, or otherwise
howsoever, subject, however, to the provisions of Sections 10.03 and 10.12 of
the Original Indenture.

SUBJECT, HOWEVER, to the reservations, exceptions, conditions, limitations and
restrictions contained in the several deeds, servitudes and contracts or other
instruments through which the Company acquired, and/or claims title to and/or
enjoys the use of the aforesaid properties; and subject also to encumbrances of
the character defined in the Original Indenture as "excepted encumbrances" in so
far as the same may attach to any of the property embraced herein.

                                        7



Without derogating from the security and priority presently afforded by the
Indenture and by law for all of the bonds of the Company that have been, are
being, and may in the future be, issued pursuant to the Indenture, for purposes
of obtaining any additional benefits and security provided by Section 697.04 of
the Florida Statutes, the following provisions of this paragraph shall be
applicable. The Indenture also shall secure the payment of both principal and
interest and premium, if any, on the bonds from time to time hereafter issued
pursuant to the Indenture, according to their tenor and effect, and the
performance and observance of all the provisions of the Indenture (including any
indentures supplemental thereto and any modification or alteration thereof made
as therein provided), whether the issuance of such bonds may be optional or
mandatory, and for any purpose, within twenty (20) years from the date of this
Supplemental Indenture. The total amount of indebtedness secured by the
Indenture may decrease or increase from time to time, but the total unpaid
balance so secured at any one time shall not exceed the maximum principal amount
of $2,500,000,000.00, plus interest and premium, if any, as well as any
disbursements made for the payment of taxes, levies or insurance on the property
encumbered by the Indenture, with interest on those disbursements, plus any
increase in the principal balance as the result of negative amortization or
deferred interest. For purposes of Section 697.04 of the Florida Statutes, the
Original Indenture, as well as all of the indentures supplemental thereto that
have been executed prior to the date of this Supplemental Indenture, are
incorporated herein by this reference with the same effect as if they had been
set forth in full herein.

And, upon the consideration hereinbefore set forth, the Company does hereby
covenant and agree to and with the Trustee and its successors in trust under the
Indenture for the benefit of those who shall hold bonds and coupons issued and
to be issued under the Indenture, as follows:

                                    ARTICLE I

                              THE NEW SERIES BONDS

                 A. FIRST MORTGAGE BONDS, 4.80% SERIES DUE 2013

SECTION 1. The Company hereby creates a new series of bonds, not limited in
principal amount except as provided in the Original Indenture, to be issued
under and secured by the Original Indenture, to be designated by the title
"First Mortgage Bonds, 4.80% Series due 2013." The initial issue of the 2013
Bonds shall consist of Four Hundred Twenty-Five Million Dollars ($425,000,000)
principal amount thereof. Subject to the terms of the Indenture, the principal
amount of the 2013 Bonds is unlimited. The Company may, at its option in the
future, issue additional 2013 Bonds.

The 2013 Bonds shall be issued only as registered bonds without coupons in the
denomination of One Thousand Dollars ($1,000) or any integral multiple thereof.

SECTION 2. (a) The 2013 Bonds shall be issued in registered form without coupons
and shall be issued initially in the form of one or more Global Bonds (each such
Global Bond, a "2013 Global Bond") to or on behalf of The Depository Trust
Company ("DTC"), as Depositary therefor, and registered in the name of such
Depositary or its nominee. Any 2013 Bonds to be issued or transferred to, or to
be held by or on behalf of DTC as such Depositary or such nominee (or any

                                        8



successor of such nominee) for such purpose shall bear the depositary legends in
substantially the form set forth at the top of the form of 2013 Bonds in Section
C of this Article I, unless otherwise agreed by the Company, and in the case of
a successor Depositary, such legend or legends as such Depositary and/or the
Company shall require and to which each shall agree, in each case such agreement
to be confirmed in writing to the Trustee. Principal of, the Make-Whole
Redemption Price (as defined below), if applicable, and interest on the 2013
Bonds will be payable, the transfer of 2013 Bonds will be registrable and 2013
Bonds will be exchangeable for 2013 Bonds bearing identical terms and
provisions, at the office or agency of the Company in the Borough of Manhattan,
The City and State of New York; provided, however, that payment of interest may
be made at the option of the Company by check mailed to the registered holders
thereof at their registered address; and further provided, however, that with
respect to a 2013 Global Bond, the Company may make payments of principal of,
the Make-Whole Redemption Price, if applicable, and interest on such 2013 Global
Bond pursuant to and in accordance with such arrangements as are agreed upon by
the Company and the Depositary for such 2013 Global Bond. The 2013 Bonds shall
have the terms set forth in the form of the New Series Bond set forth in Section
C of this Article I.

(b) Notwithstanding any other provision of Subsection A.2 of this Article I or
of Section 2.03 of the Original Indenture, except as contemplated by the
provisions of paragraph (c) below, a 2013 Global Bond may be transferred, in
whole but not in part and in the manner provided in Section 2.03 of the Original
Indenture, only to a nominee of the Depositary for such 2013 Global Bond, or to
the Depositary, or to a successor Depositary for such 2013 Global Bond selected
or approved by the Company, or to a nominee of such successor Depositary.

(c) (1) If at any time the Depositary for a 2013 Global Bond notifies the
Company that it is unwilling or unable to continue as the Depositary for such
2013 Global Bond or if at any time the Depositary for a 2013 Global Bond shall
no longer be eligible or in good standing under any applicable statute or
regulation, the Company shall appoint a successor Depositary with respect to
such 2013 Global Bond. If a successor Depositary for such 2013 Global Bond is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of a Company order for the authentication and delivery of
2013 Bonds in the form of definitive certificates in exchange for such 2013
Global Bond, will authenticate and deliver, without service charge, 2013 Bonds
in the form of definitive certificates of like tenor and terms in an aggregate
principal amount equal to the principal amount of the 2013 Global Bond in
exchange for such 2013 Global Bond. Such 2013 Bonds will be issued to and
registered in the name of such person or persons as are specified by the
Depositary.

    (2) The Company may at any time and in its sole discretion determine that
any 2013 Bonds issued or issuable in the form of one or more 2013 Global Bonds
shall no longer be represented by such 2013 Global Bond or Bonds. In any such
event the Company will execute, and the Trustee, upon receipt of a Company order
for the authentication and delivery of 2013 Bonds in the form of definitive
certificates in exchange in whole or in part for such 2013 Global Bond or Bonds,
will authenticate and deliver, without service charge, to each person specified
by the Depositary, 2013 Bonds in the form of definitive certificates of like
tenor and terms in an aggregate principal amount equal to the principal amount
of such 2013 Global Bond or the

                                        9



aggregate principal amount of such 2013 Global Bonds in exchange for such 2013
Global Bond or Bonds.

         (3) If the Company so elects in an officer's certificate, the
Depositary may surrender 2013 Bonds issued in the form of a 2013 Global Bond in
exchange in whole or in part for 2013 Bonds in the form of definitive
certificates of like tenor and terms on such terms as are acceptable to the
Company and such Depositary. Thereupon the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge, (A) to each
person specified by such Depositary a new 2013 Bond or 2013 Bonds of like tenor
and terms and any authorized denomination as requested by such person in
aggregate principal amount equal to and in exchange for such person's beneficial
interest in the 2013 Global Bond; and (B) to such Depositary a new 2013 Global
Bond of like tenor and terms and in an authorized denomination equal to the
difference, if any, between the principal amount of the surrendered 2013 Global
Bond and the aggregate principal amount of 2013 Bonds delivered to holders
thereof.

         (4) In any exchange provided for in any of the preceding three
subparagraphs, the Company shall execute and the Trustee shall authenticate and
deliver 2013 Bonds in the form of definitive certificates in authorized
denominations. Upon the exchange of the entire principal amount of a 2013 Global
Bond for 2013 Bonds in the form of definitive certificates, such 2013 Global
Bond shall be canceled by the Trustee. Except as provided in the immediately
preceding subparagraph, 2013 Bonds issued in exchange for a 2013 Global Bond
pursuant to Subsection A.2 of this Article I shall be registered in such names
and in such authorized denominations as the Depositary for such 2013 Global
Bond, acting pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. Provided that the Company and the
Trustee have so agreed, the Trustee shall deliver such 2013 Bonds to the persons
in whose names the 2013 Bonds are so to be registered.

         (5) Any endorsement of a 2013 Global Bond to reflect the principal
amount thereof, or any increase or decrease in such principal amount, shall be
made in such manner and by such person or persons as shall be specified in or
pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such 2013
Global Bond or in the Company order delivered or to be delivered pursuant to
Section 4.07 of the Original Indenture with respect thereto. Subject to the
provisions of Section 4.07 of the Original Indenture, the Trustee shall deliver
and redeliver any such 2013 Global Bond in the manner and upon instructions
given by the person or persons specified in or pursuant to any applicable letter
of representations or other arrangement entered into with, or procedures of, the
Depositary with respect to such 2013 Global Bond or in any applicable Company
order. If a Company order pursuant to Section 4.07 of the Original Indenture is
so delivered, any instructions by the Company with respect to such 2013 Global
Bond contained therein shall be in writing but need not be accompanied by or
contained in an officer's certificate and need not be accompanied by an opinion
of counsel.

         (6) The Depositary or, if there be one, its nominee, shall be the
holder of a 2013 Global Bond for all purposes under the Indenture and the 2013
Bonds and beneficial owners with respect to such 2013 Global Bond shall hold
their interests pursuant to applicable procedures of such Depositary. The
Company, the Trustee and any bond registrar shall be entitled to deal with such
Depositary for all purposes of the Indenture relating to such 2013 Global Bond
(including

                                       10



the payment of principal, the Make-Whole Redemption Price, if applicable, and
interest and the giving of instructions or directions by or to the beneficial
owners of such 2013 Global Bond as the sole holder of such 2013 Global Bond and
shall have no obligations to the beneficial owners thereof (including any direct
or indirect participants in such Depositary)). None of the Company, the Trustee,
any paying agent or bond registrar shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a beneficial owner in or pursuant to any
applicable letter of representations or other arrangement entered into with, or
procedures of, the Depositary with respect to such 2013 Global Bond or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

SECTION 3. February 21, 2003 shall be the date of the beginning of the first
interest period for the 2013 Bonds. The 2013 Bonds shall be dated as provided in
Section 2.01 of the Original Indenture. The 2013 Bonds shall be payable on March
1, 2013, in such coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts, and
shall bear interest, payable in like coin or currency, at the rate of 4.80% per
annum, payable semiannually on March 1 and September 1 of each year (each an
"Interest Payment Date") to the persons in whose names the 2013 Bonds are
registered at the close of business on the tenth calendar day (excluding
February 29th of any leap year) next preceding the Interest Payment Date (i.e.,
February 19 and August 22, respectively) (each a "Regular Record Date"),
provided, however, that so long as the 2013 Bonds are registered in the name of
DTC or its nominee, the Regular Record Date for interest payable shall be the
close of business on the business day immediately preceding such Interest
Payment Date (each subject to certain exceptions provided in this Supplemental
Indenture and the Indenture), until maturity, according to the terms of the
bonds or on prior redemption or by declaration or otherwise, and at the highest
rate of interest borne by any of the bonds outstanding under the Indenture from
such date of maturity until they shall be paid or payment thereof shall have
been duly provided for. Principal of, the Make-Whole Redemption Price, if
applicable, and interest on the 2013 Bonds shall be payable at the office or
agency of the Company in the Borough of Manhattan, The City of New York;
provided, however, that payment of interest may be made, at the option of the
Company, by check mailed by the Company or its affiliate to the person entitled
thereto at his registered address. If a due date for the payment of interest,
principal or the Make-Whole Redemption Price, if applicable, falls on a day that
is not a business day, then the payment will be made on the next succeeding
business day, and no interest will accrue on the amounts payable for the period
from and after the original due date and until the next business day. The term
"business day" means any day other than a Saturday or Sunday or day on which
banking institutions in the City of New York are required or authorized to
close.

The 2013 Bonds shall be redeemable at the option of the Company, from time to
time, as a whole or in part, at a make-whole redemption price (the "Make-Whole
Redemption Price"). The Make-Whole Redemption Price shall equal to the greater
of (i) the principal amount of the 2013 Bonds being redeemed or (ii) the sum of
the present values of the remaining scheduled payments of principal and interest
on the 2013 Bonds being redeemed, discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Yield applicable to the 2013 Bonds plus 15 basis points plus
accrued interest to the redemption date.

                                       11



"Treasury Yield" means, with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue for the 2013 Bonds, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the 2013 Bonds that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the 2013 Bonds.

"Independent Investment Banker" means either Banc One Capital Markets, Inc.,
Salomon Smith Barney Inc. or Wachovia Securities, Inc. or, if such firms are
unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing selected by the Company and
acceptable to the Trustee.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or
(ii) if that release (or any successor release) is not published or does not
contain such prices on such business day, the average of the Reference Treasury
Dealer Quotations for such redemption date.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

"Reference Treasury Dealer" means Banc One Capital Markets, Inc., Salomon Smith
Barney Inc. and Wachovia Securities, Inc., and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government Securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute for it another Primary Treasury Dealer.

So long as the 2013 Bonds are registered in the name of DTC, its nominee or a
successor depositary, if the Company elects to redeem less than all of the 2013
Bonds, DTC's practice is to determine by lot the amount of the interest of each
Direct Participant in the 2013 Bonds to be redeemed. At all other times, the
Trustee shall draw by lot, in such manner as it deems appropriate, the
particular 2013 Bonds, or portions of them, to be redeemed.

The 2013 Bonds shall also be redeemable, as a whole but not in part, at the
Make-Whole Redemption Price in the event that (i) all the outstanding common
stock of the Company shall be acquired by some governmental body or
instrumentality and the Company elects to redeem all of the bonds of all series,
the redemption date in any such event to be not more than one hundred

                                       12



twenty (120) days after the date on which all said stock is so acquired or (ii)
all or substantially all the mortgaged and pledged property constituting
bondable property which at the time shall be subject to the lien of the
Indenture as a first lien shall be released from the lien of the Indenture
pursuant to the provisions thereof, and available moneys in the hands of the
Trustee, including any moneys deposited by the Company available for the
purpose, are sufficient to redeem all the bonds of all series at the redemption
prices (together with accrued interest to the date of redemption) specified
therein applicable to the redemption thereof upon the happening of such event.

Notice of redemption shall be given by mail not less than 30 nor more than 90
days prior to the date fixed for redemption to the holders of 2013 Bonds to be
redeemed (which, as long as the 2013 Bonds are held in the book-entry only
system, will be the Depository, its nominee or a successor depository). On and
after the date fixed for redemption (unless the Company defaults in the payment
of the Make-Whole Redemption Price and interest accrued thereon to such date),
interest on the 2013 Bonds or the portions of them so called for redemption
shall cease to accrue. If the Company elects to redeem any 2013 Bonds, the
Company will notify the Trustee of its election at least 45 days prior to the
redemption date (or a shorter period acceptable to the Trustee) including in
such notice, a reasonably detailed computation of the Make-Whole Redemption
Price.

The 2013 Bonds of the several denominations are exchangeable for a like
aggregate principal amount of other 2013 Bonds of other authorized
denominations. Notwithstanding the provisions of Section 2.03 of the Original
Indenture, for any exchange of 2013 Bonds for other 2013 Bonds of different
authorized denominations, or for any transfer of 2013 Bonds, the Company may
require the payment of a sum sufficient to reimburse it for any tax or other
governmental charge incident thereto only. The 2013 Bonds may be presented for
transfer or exchange at the corporate trust office of the Trustee in New York,
New York.

                 B. FIRST MORTGAGE BONDS, 5.90% SERIES DUE 2033

SECTION 1. The Company hereby creates a new series of bonds, not limited in
principal amount except as provided in the Original Indenture, to be issued
under and secured by the Original Indenture, to be designated by the title
"First Mortgage Bonds, 5.90% Series due 2033." The initial issue of the 2033
Bonds shall consist of Two Hundred Twenty-Five Million Dollars ($225,000,000)
principal amount thereof. Subject to the terms of the Indenture, the principal
amount of the 2033 Bonds is unlimited. The Company may, at its option in the
future, issue additional 2033 Bonds.

The 2033 Bonds shall be issued only as registered bonds without coupons in the
denomination of One Thousand Dollars ($1,000) or any integral multiple thereof.

SECTION 2. (a) The 2033 Bonds shall be issued in registered form without coupons
and shall be issued initially in the form of one or more Global Bonds (each such
Global Bond, a "2033 Global Bond") to or on behalf of The Depository Trust
Company ("DTC"), as Depositary therefor, and registered in the name of such
Depositary or its nominee. Any 2033 Bonds to be issued or

                                       13



transferred to, or to be held by or on behalf of DTC as such Depositary or such
nominee (or any successor of such nominee) for such purpose shall bear the
depositary legends in substantially the form set forth at the top of the form of
2033 Bonds in Section C of this Article I, unless otherwise agreed by the
Company, and in the case of a successor Depositary, such legend or legends as
such Depositary and/or the Company shall require and to which each shall agree,
in each case such agreement to be confirmed in writing to the Trustee. Principal
of, the Make-Whole Redemption Price (as defined below), if applicable, and
interest on the 2033 Bonds will be payable, the transfer of 2033 Bonds will be
registrable and 2033 Bonds will be exchangeable for 2033 Bonds bearing identical
terms and provisions, at the office or agency of the Company in the Borough of
Manhattan, The City and State of New York; provided, however, that payment of
interest may be made at the option of the Company by check mailed to the
registered holders thereof at their registered address; and further provided,
however, that with respect to a 2033 Global Bond, the Company may make payments
of principal of, the Make-Whole Redemption Price, if applicable, and interest on
such 2033 Global Bond pursuant to and in accordance with such arrangements as
are agreed upon by the Company and the Depositary for such 2033 Global Bond. The
2033 Bonds shall have the terms set forth in the form of the New Series Bond set
forth in Section C of this Article I.

(b) Notwithstanding any other provision of Subsection B.2 of this Article I or
of Section 2.03 of the Original Indenture, except as contemplated by the
provisions of paragraph (c) below, a 2033 Global Bond may be transferred, in
whole but not in part and in the manner provided in Section 2.03 of the Original
Indenture, only to a nominee of the Depositary for such 2033 Global Bond, or to
the Depositary, or to a successor Depositary for such 2033 Global Bond selected
or approved by the Company, or to a nominee of such successor Depositary.

(c) (1) If at any time the Depositary for a 2033 Global Bond notifies the
Company that it is unwilling or unable to continue as the Depositary for such
2033 Global Bond or if at any time the Depositary for a 2033 Global Bond shall
no longer be eligible or in good standing under any applicable statute or
regulation, the Company shall appoint a successor Depositary with respect to
such 2033 Global Bond. If a successor Depositary for such 2033 Global Bond is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of a Company order for the authentication and delivery of
2033 Bonds in the form of definitive certificates in exchange for such 2033
Global Bond, will authenticate and deliver, without service charge, 2033 Bonds
in the form of definitive certificates of like tenor and terms in an aggregate
principal amount equal to the principal amount of the 2033 Global Bond in
exchange for such 2033 Global Bond. Such 2033 Bonds will be issued to and
registered in the name of such person or persons as are specified by the
Depositary.

         (2) The Company may at any time and in its sole discretion determine
that any 2033 Bonds issued or issuable in the form of one or more 2033 Global
Bonds shall no longer be represented by such 2033 Global Bond or Bonds. In any
such event the Company will execute, and the Trustee, upon receipt of a Company
order for the authentication and delivery of 2033 Bonds in the form of
definitive certificates in exchange in whole or in part for such 2033 Global
Bond or Bonds, will authenticate and deliver, without service charge, to each
person specified by the Depositary, 2033 Bonds in the form of definitive
certificates of like tenor and terms in an aggregate principal amount equal to
the principal amount of such 2033 Global Bond or the

                                       14



aggregate principal amount of such 2033 Global Bonds in exchange for such 2033
Global Bond or Bonds.

         (3) If the Company so elects in an officer's certificate, the
Depositary may surrender 2033 Bonds issued in the form of a 2033 Global Bond in
exchange in whole or in part for 2033 Bonds in the form of definitive
certificates of like tenor and terms on such terms as are acceptable to the
Company and such Depositary. Thereupon the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge, (A) to each
person specified by such Depositary a new 2033 Bond or 2033 Bonds of like tenor
and terms and any authorized denomination as requested by such person in
aggregate principal amount equal to and in exchange for such person's beneficial
interest in the 2033 Global Bond; and (B) to such Depositary a new 2033 Global
Bond of like tenor and terms and in an authorized denomination equal to the
difference, if any, between the principal amount of the surrendered 2033 Global
Bond and the aggregate principal amount of 2033 Bonds delivered to holders
thereof.

         (4) In any exchange provided for in any of the preceding three
subparagraphs, the Company shall execute and the Trustee shall authenticate and
deliver 2033 Bonds in the form of definitive certificates in authorized
denominations. Upon the exchange of the entire principal amount of a 2033 Global
Bond for 2033 Bonds in the form of definitive certificates, such 2033 Global
Bond shall be canceled by the Trustee. Except as provided in the immediately
preceding subparagraph, 2033 Bonds issued in exchange for a 2033 Global Bond
pursuant to Subsection B.2 of this Article I shall be registered in such names
and in such authorized denominations as the Depositary for such 2033 Global
Bond, acting pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. Provided that the Company and the
Trustee have so agreed, the Trustee shall deliver such 2033 Bonds to the persons
in whose names the 2033 Bonds are so to be registered.

         (5) Any endorsement of a 2033 Global Bond to reflect the principal
amount thereof, or any increase or decrease in such principal amount, shall be
made in such manner and by such person or persons as shall be specified in or
pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such 2033
Global Bond or in the Company order delivered or to be delivered pursuant to
Section 4.07 of the Original Indenture with respect thereto. Subject to the
provisions of Section 4.07 of the Original Indenture, the Trustee shall deliver
and redeliver any such 2033 Global Bond in the manner and upon instructions
given by the person or persons specified in or pursuant to any applicable letter
of representations or other arrangement entered into with, or procedures of, the
Depositary with respect to such 2033 Global Bond or in any applicable Company
order. If a Company order pursuant to Section 4.07 of the Original Indenture is
so delivered, any instructions by the Company with respect to such 2033 Global
Bond contained therein shall be in writing but need not be accompanied by or
contained in an officer's certificate and need not be accompanied by an opinion
of counsel.

         (6) The Depositary or, if there be one, its nominee, shall be the
holder of a 2033 Global Bond for all purposes under the Indenture and the 2033
Bonds and beneficial owners with respect to such 2033 Global Bond shall hold
their interests pursuant to applicable procedures of such Depositary. The
Company, the Trustee and any bond registrar shall be entitled to deal with such
Depositary for all purposes of the Indenture relating to such 2033 Global Bond
(including

                                       15



the payment of principal, the Make-Whole Redemption Price, if applicable, and
interest and the giving of instructions or directions by or to the beneficial
owners of such 2033 Global Bond as the sole holder of such 2033 Global Bond and
shall have no obligations to the beneficial owners thereof (including any direct
or indirect participants in such Depositary)). None of the Company, the Trustee,
any paying agent or bond registrar shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a beneficial owner in or pursuant to any
applicable letter of representations or other arrangement entered into with, or
procedures of, the Depositary with respect to such 2033 Global Bond or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

SECTION 3. February 21, 2003 shall be the date of the beginning of the first
interest period for the 2033 Bonds. The 2033 Bonds shall be dated as provided in
Section 2.01 of the Original Indenture. The 2033 Bonds shall be payable on March
1, 2033, in such coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts, and
shall bear interest, payable in like coin or currency, at the rate of 5.90% per
annum, payable semiannually on March 1 and September 1 of each year (each an
"Interest Payment Date") to the persons in whose names the 2033 Bonds are
registered at the close of business on the tenth calendar day (excluding
February 29th of any leap year) next preceding the Interest Payment Date (i.e.,
February 19 and August 22, respectively) (each a "Regular Record Date"),
provided, however, that so long as the 2033 Bonds are registered in the name of
DTC or its nominee, the Regular Record Date for interest payable shall be the
close of business on the business day immediately preceding such Interest
Payment Date (each subject to certain exceptions provided in this Supplemental
Indenture and the Indenture), until maturity, according to the terms of the
bonds or on prior redemption or by declaration or otherwise, and at the highest
rate of interest borne by any of the bonds outstanding under the Indenture from
such date of maturity until they shall be paid or payment thereof shall have
been duly provided for. Principal of, the Make-Whole Redemption Price, if
applicable, and interest on the 2033 Bonds shall be payable at the office or
agency of the Company in the Borough of Manhattan, The City of New York;
provided, however, that payment of interest may be made, at the option of the
Company, by check mailed by the Company or its affiliate to the person entitled
thereto at his registered address. If a due date for the payment of interest,
principal or the Make-Whole Redemption Price, if applicable, falls on a day that
is not a business day, then the payment will be made on the next succeeding
business day, and no interest will accrue on the amounts payable for the period
from and after the original due date and until the next business day. The term
"business day" means any day other than a Saturday or Sunday or day on which
banking institutions in the City of New York are required or authorized to
close.

The 2033 Bonds shall be redeemable at the option of the Company, from time to
time, as a whole or in part, at a make-whole redemption price (the "Make-Whole
Redemption Price"). The Make-Whole Redemption Price shall equal to the greater
of (i) the principal amount of the 2033 Bonds being redeemed or (ii) the sum of
the present values of the remaining scheduled payments of principal and interest
on the 2033 Bonds being redeemed, discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Yield applicable to the 2033 Bonds plus 20 basis points plus
accrued interest to the redemption date.

                                       16



"Treasury Yield" means, with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue for the 2033 Bonds, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the 2033 Bonds that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the 2033 Bonds.

"Independent Investment Banker" means either Banc One Capital Markets, Inc.,
Salomon Smith Barney Inc. or Wachovia Securities, Inc. or, if such firms are
unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing selected by the Company and
acceptable to the Trustee.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or
(ii) if that release (or any successor release) is not published or does not
contain such prices on such business day, the average of the Reference Treasury
Dealer Quotations for such redemption date.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

"Reference Treasury Dealer" means Banc One Capital Markets, Inc., Salomon Smith
Barney Inc. and Wachovia Securities, Inc., and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government Securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute for it another Primary Treasury Dealer.

So long as the 2033 Bonds are registered in the name of DTC, its nominee or a
successor depositary, if the Company elects to redeem less than all of the 2033
Bonds, DTC's practice is to determine by lot the amount of the interest of each
Direct Participant in the 2033 Bonds to be redeemed. At all other times, the
Trustee shall draw by lot, in such manner as it deems appropriate, the
particular 2033 Bonds, or portions of them, to be redeemed.

The 2033 Bonds shall also be redeemable, as a whole but not in part, at the
Make-Whole Redemption Price in the event that (i) all the outstanding common
stock of the Company shall be acquired by some governmental body or
instrumentality and the Company elects to redeem all of the bonds of all series,
the redemption date in any such event to be not more than one hundred

                                       17



twenty (120) days after the date on which all said stock is so acquired or (ii)
all or substantially all the mortgaged and pledged property constituting
bondable property which at the time shall be subject to the lien of the
Indenture as a first lien shall be released from the lien of the Indenture
pursuant to the provisions thereof, and available moneys in the hands of the
Trustee, including any moneys deposited by the Company available for the
purpose, are sufficient to redeem all the bonds of all series at the redemption
prices (together with accrued interest to the date of redemption) specified
therein applicable to the redemption thereof upon the happening of such event.

Notice of redemption shall be given by mail not less than 30 nor more than 90
days prior to the date fixed for redemption to the holders of 2033 Bonds to be
redeemed (which, as long as the 2033 Bonds are held in the book-entry only
system, will be the Depository, its nominee or a successor depository). On and
after the date fixed for redemption (unless the Company defaults in the payment
of the Make-Whole Redemption Price and interest accrued thereon to such date),
interest on the 2033 Bonds or the portions of them so called for redemption
shall cease to accrue. If the Company elects to redeem any 2033 Bonds, the
Company will notify the Trustee of its election at least 45 days prior to the
redemption date (or a shorter period acceptable to the Trustee) including in
such notice, a reasonably detailed computation of the Make-Whole Redemption
Price.

The 2033 Bonds of the several denominations are exchangeable for a like
aggregate principal amount of other 2033 Bonds of other authorized
denominations. Notwithstanding the provisions of Section 2.03 of the Original
Indenture, for any exchange of 2033 Bonds for other 2033 Bonds of different
authorized denominations, or for any transfer of 2033 Bonds, the Company may
require the payment of a sum sufficient to reimburse it for any tax or other
governmental charge incident thereto only. The 2033 Bonds may be presented for
transfer or exchange at the corporate trust office of the Trustee in New York,
New York.

                           C. FORM OF NEW SERIES BONDS

The New Series Bonds shall be substantially in the following form, with such
inclusions, omissions, and variations as the Board of Directors of the Company
may determine in accordance with the provisions of the Indenture:

                           [FORM OF NEW SERIES BONDS]

[Insert applicable depositary legend or legends, which initially shall be the
following:

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                                       18



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO FLORIDA POWER
CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC. OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS FIRST MORTGAGE BOND, ___% SERIES DUE 20__ MAY, UNDER CONDITIONS PROVIDED IN
THE INDENTURE, BE EXCHANGED FOR FIRST MORTGAGE BONDS, ___% SERIES DUE 20__ IN
THE FORM OF DEFINITIVE CERTIFICATES OF LIKE TENOR AND OF AN EQUAL AGGREGATE
PRINCIPAL AMOUNT, IN AUTHORIZED DENOMINATIONS, REGISTERED IN THE NAMES OF SUCH
PERSONS AS THE DEPOSITARY SHALL INSTRUCT THE TRUSTEE. ANY SUCH EXCHANGE SHALL BE
MADE UPON RECEIPT BY THE TRUSTEE OF AN OFFICER'S CERTIFICATE THEREFOR AND A
WRITTEN INSTRUCTION FROM THE DEPOSITARY SETTING FORTH THE NAME OR NAMES IN WHICH
THE TRUSTEE IS TO REGISTER SUCH FIRST MORTGAGE BONDS, ___% SERIES DUE 20__ IN
THE FORM OF DEFINITIVE CERTIFICATES.]

                            FLORIDA POWER CORPORATION
                       d/b/a PROGRESS ENERGY FLORIDA, INC.
              (INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA)

                              FIRST MORTGAGE BOND,
                              ___% SERIES DUE 20__
                                DUE ______, 20__
No. _______                                                        $____________

FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC., a corporation of
the State of Florida (hereinafter called the Company), for value received,
hereby promises to pay to __________________________ or registered assigns, on
___________________ at the office or agency of the Company in the Borough of
Manhattan, The City of New York, _________ Million Dollars ($___,000,000) in
such coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts, and to pay interest
thereon, semiannually on __________ and ________ of each year to the person in
whose name this bond is registered at the close of business on the tenth
calendar day (excluding February 29th of any leap year) next preceding the
interest payment date (i.e., _________ and ________, respectively), provided,
however, that so long as this bond is registered in the name of The Depository
Trust Company or its nominee, the record date for interest payable on any
interest payment date shall be the close of business on the business day
immediately preceding such interest payment date (each subject to certain
exceptions provided in the Mortgage hereinafter mentioned), at the rate of ___
per annum, at said office or agency in

                                       19



like coin or currency, from the date hereof until this bond shall mature,
according to its terms or on prior redemption or by declaration or otherwise,
and at the highest rate of interest borne by any of the bonds outstanding under
the Mortgage hereinafter mentioned from such date of maturity until this bond
shall be paid or the payment hereof shall have been duly provided for; provided,
however, that payment of interest may be made at the option of the Company by
check mailed by the Company or its affiliate to the person entitled thereto at
his registered address. If a due date for the payment of interest, principal, or
the Make-Whole Redemption Price, if applicable, falls on a day that is not a
business day, then the payment will be made on the next succeeding business day,
and no interest will accrue on the amounts payable for the period from and after
the original due date and until the next business day. The term "business day"
means any day other than a Saturday or Sunday or day on which banking
institutions in the City of New York are required or authorized to close.

Additional provisions of this bond are set forth on the reverse hereof and such
provisions shall for all purposes have the same effect as though fully set forth
at this place.

This bond shall not become valid or obligatory for any purpose until First
Chicago Trust Company of New York, or its successor as Trustee under the
Mortgage, shall have signed the certificate of authentication endorsed hereon.

IN WITNESS WHEREOF, FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA,
INC. has caused this bond to be signed in its name by its President or one of
its Vice Presidents by his signature or a facsimile thereof, and its corporate
seal, or a facsimile thereof, to be affixed hereto and attested by its Secretary
or one of its Assistant Secretaries by his signature or a facsimile thereof.

Dated: February __, 2003

                                             FLORIDA POWER CORPORATION
                                             d/b/a PROGRESS ENERGY FLORIDA, INC.

                                             By: _______________________________
                                             Name:
                                             Title:

Attest:

______________________________________
Name:
Title:

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

                                       20



         This bond is one of the bonds, of the series herein designated,
described or provided for in the within-mentioned Mortgage.

                                             FIRST CHICAGO TRUST COMPANY
                                              OF NEW YORK

                                             By: _______________________________
                                             Name:
                                             Title:

                    [TEXT APPEARING ON REVERSE SIDE OF BOND]

                            FLORIDA POWER CORPORATION
                       d/b/a PROGRESS ENERGY FLORIDA, INC.

                               FIRST MORTGAGE BOND
                              ___% SERIES DUE 20__
                               DUE ______, 20__

This bond is one of an issue of bonds of the Company (herein referred to as the
bonds), not limited in principal amount except as provided in the Mortgage
hereinafter mentioned, issuable in series, which different series may mature at
different times, may bear interest at different rates, and may otherwise vary as
provided in the Mortgage hereinafter mentioned, and is one of a series known as
its First Mortgage Bonds, ___% Series due 20__ (herein referred to as the "Bonds
of this Series"), all bonds of all series issued and to be issued under and
equally and ratably secured (except insofar as any sinking or analogous fund,
established in accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any particular
series) by an Indenture dated as of January 1, 1944 (the "Original Indenture"
and herein, together with all indentures supplemental thereto including the
Forty-First Supplemental Indenture dated as of February 1, 2003 (the
"Forty-First Supplemental Indenture") between the Company and First Chicago
Trust Company of New York, as Trustee, called the "Mortgage"), to which
reference is made for the nature and extent of the security, the rights of the
holders of bonds and of the Company in respect thereof, the rights, duties and
immunities of the Trustee, and the terms and conditions upon which the bonds
are, and are to be, issued and secured. The Mortgage contains provisions
permitting the holders of not less than seventy-five per centum (75%) in
principal amount of all the bonds at the time outstanding, determined and
evidenced as provided in the Mortgage, or in case the rights under the Mortgage
of the holders of bonds of one or more, but less than all, of the series of
bonds outstanding shall be affected, the holders of not less than seventy-five
per centum (75%) in principal amount of the bonds at the time outstanding of the
series affected, determined and evidenced as provided in the Mortgage, on behalf
of the holders of all the bonds to waive any past default under the Mortgage and
its consequences except a completed default, as defined in the Mortgage, in
respect of the payment of the principal of or interest on any bond or default
arising from the creation of any lien ranking

                                       21



prior to or equal with the lien of the Mortgage on any of the mortgaged and
pledged property. The Mortgage also contains provisions permitting the Company
and the Trustee, with the consent of the holders of not less than seventy-five
per centum (75%) in principal amount of all the bonds at the time outstanding,
determined and evidenced as provided in the Mortgage, or in case the rights
under the Mortgage of the holders of bonds of one or more, but less than all, of
the series of bonds outstanding shall be affected, then with the consent of the
holders of not less than seventy-five per centum (75%) in principal amount of
the bonds at the time outstanding of the series affected, determined and
evidenced as provided in the Mortgage, to execute supplemental indentures adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Mortgage or modifying in any manner the rights of the holders of the
bonds and coupons; provided, however, that no such supplemental indenture shall
(i) extend the fixed maturity of any bonds, or reduce the rate or extend the
time of payment of interest thereon, or reduce the principal amount thereof,
without the express consent of the holder of each bond so affected, or (ii)
reduce the aforesaid percentage of bonds, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of all bonds then outstanding, or (iii) permit the creation of any lien ranking
prior to or equal with the lien of the Mortgage on any of the mortgaged and
pledged property, or (iv) deprive the holder of any outstanding bond of the lien
of the Mortgage on any of the mortgaged and pledged property. Any such waiver or
consent by the registered holder of this bond (unless effectively revoked as
provided in the Mortgage) shall be conclusive and binding upon such holder and
upon all future holders of this bond, irrespective of whether or not any
notation of such waiver or consent is made upon this bond. No reference herein
to the Mortgage and no provision of this bond or of the Mortgage shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and interest on this bond at the time and place and at the
rate and in the coin or currency herein prescribed.

THE INITIAL HOLDERS OF THE BONDS OF THIS SERIES HAVE, AND ANY SUBSEQUENT
HOLDER(S) OF THE BONDS OF THIS SERIES BY BECOMING SUCH HOLDERS SHALL BE DEEMED
TO HAVE, IRREVOCABLY CONSENTED TO THE CERTAIN AMENDMENTS TO SECTIONS 14.01 AND
3.01 OF THE ORIGINAL INDENTURE, AS SET FORTH IN SECTION 1 AND SECTION 2,
RESPECTIVELY, OF ARTICLE III OF THE FORTY-FIRST SUPPLEMENTAL INDENTURE.

The Bonds of this Series are issuable in denominations of One Thousand Dollars
($1,000) and any integral multiple thereof and are exchangeable for a like
aggregate principal amount of Bonds of this Series of other authorized
denominations. This bond is transferable as prescribed in the Mortgage by the
registered holder hereof in person, or by his duly authorized attorney, at the
office or agency of the Company in said Borough of Manhattan, The City of New
York, upon surrender and cancellation of this bond, and upon payment, if the
Company shall require it, of the transfer charges prescribed in the Forty-First
Supplemental Indenture hereinabove referred to, and thereupon a new fully
registered bond or bonds of authorized denominations of the same series and for
the same aggregate principal amount will be issued to the transferee in exchange
herefor as provided in the Mortgage. The Company and the Trustee, any paying
agent and any bond registrar may deem and treat the person in whose name this
bond is registered as the absolute owner hereof, whether or not this bond shall
be overdue, for the purpose of receiving payment and for all other purposes and
neither the Company nor the Trustee nor any paying agent nor any bond registrar
shall be affected by any notice to the contrary.

                                       22



The Bonds of this Series may be redeemed, at the option of the Company, as a
whole or from time to time in part, at a make-whole redemption price (the
"Make-Whole Redemption Price"). The Make-Whole Redemption Price shall equal to
the greater of (i) the principal amount of the Bonds of this Series being
redeemed or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Bonds of this Series being redeemed,
discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Yield applicable to the
Bonds of this Series plus __ basis points plus accrued interest to the
redemption date.

"Treasury Yield" means, with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue for the Bonds of this Series, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Bonds of this Series that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Bonds of this Series.

"Independent Investment Banker" means either Banc One Capital Markets, Inc.,
Salomon Smith Barney Inc. or Wachovia Securities, Inc. or, if such firms are
unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing selected by the Company and
acceptable by the Trustee.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or
(ii) if that release (or any successor release) is not published or does not
contain such prices on such business day, the average of the Reference Treasury
Dealer Quotations for such redemption date.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

"Reference Treasury Dealer" means each of Banc One Capital Markets, Inc.,
Salomon Smith Barney Inc. and Wachovia Securities, Inc., and their respective
successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government Securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute for it another Primary Treasury Dealer.

                                       23



So long as the Bonds of this Series are registered in the name of DTC, its
nominees or a successor depositary, if the Company elects to redeem less than
all of the Bonds of this Series, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant of the DTC, in the Bonds of
this Series to be redeemed. At all other times, the Trustee shall draw by lot,
in such manner as it deems appropriate, the particular Bonds of this Series, or
portions of them, to be redeemed.

All Bonds of this Series shall also be redeemable, as a whole but not in part,
at the Make-Whole Redemption Price in the event (i) that all the outstanding
common stock of the Company shall be acquired by some governmental body or
instrumentality and the Company elects to redeem all the bonds of all series,
the redemption date in any such event to be not more than one hundred twenty
(120) days after the date on which all said stock is so acquired, or (ii) that
all or substantially all the mortgaged and pledged property (constituting
bondable property as defined in the Mortgage) which at the time shall be subject
to the lien of the Mortgage as a first lien shall be released from the lien of
the Mortgage pursuant to the provisions thereof, and available moneys in the
hands of First Chicago Trust Company of New York or its successor as Trustee,
including any moneys deposited by the Company for the purpose, are sufficient to
redeem all the bonds of all series at the redemption prices (together with
accrued interest to the date of redemption) specified therein applicable to the
redemption thereof upon the happening of such event.

Notice of redemption shall be given by mail not less than 30 nor more than 90
days prior to the date fixed for redemption to the holders of Bonds of this
Series to be redeemed (which, as long as the Bonds of this Series are held in
the book-entry only system, will be the Depository, its nominee or a successor
depository). On and after the date fixed for redemption (unless the Company
defaults in the payment of the Make-Whole Redemption Price and interest accrued
thereon to such date), interest on the Bonds of this Series or the portions of
them so called for redemption shall cease to accrue. If the Company elects to
redeem any Bonds of this Series, the Company will notify the Trustee of its
election at least 45 days prior to the redemption date (or a shorter period
acceptable to the Trustee) including in such notice, a reasonably detailed
computation of the Make-Whole Redemption Price.

The Mortgage provides that if the Company shall deposit with First Chicago Trust
Company of New York or its successor as Trustee in trust for the purpose funds
sufficient to pay the principal of all the bonds of any series, or such of the
bonds of any series as have been or are to be called for redemption (including
any portions, constituting $1,000 or an integral multiple thereof, of fully
registered bonds), and premium, if any, thereon, and all interest payable on
such bonds (or portions) to the date on which they become due and payable at
maturity or upon redemption or otherwise, and complies with the other provisions
of the Mortgage in respect thereof, then from the date of such deposit such
bonds (or portions) shall no longer be secured by the lien of the Mortgage.

The Mortgage provides that, upon any partial redemption of a fully registered
bond, upon surrender thereof endorsed for transfer, new bonds of the same series
and of authorized denominations in principal amount equal to the unredeemed
portion of such fully registered bond will be delivered in exchange therefor.

                                       24



The principal hereof may be declared or may become due prior to the express date
of the maturity hereof on the conditions, in the manner and at the time set
forth in the Mortgage, upon the occurrence of a completed default as in the
Mortgage provided.

No recourse shall be had for the payment of the principal of, the Make-Whole
Redemption Price, if applicable, or interest on this bond, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the
Mortgage or under or upon any obligation, covenant or agreement contained in the
Mortgage, against any incorporator or any past, present or future subscriber to
the capital stock, stockholder, officer or director, as such, of the Company or
of any predecessor or successor corporation, either directly or through the
Company or any predecessor or successor corporation under any present or future
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, as such, being waived and released by the holder and
owner hereof by the acceptance of this bond and being likewise waived and
released by the terms of the Mortgage.

                       D. INTEREST ON THE NEW SERIES BONDS

Interest on any New Series Bond which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name that bond (or one or more predecessor bonds) is registered at the close of
business on the Regular Record Date for such interest specified in the
provisions of this Supplemental Indenture. Interest shall be computed on the
basis of a 360-day year composed of twelve 30-day months.

Any interest on any New Series Bond which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered holder on the
relevant Regular Record Date solely by virtue of such holder having been such
holder; and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in Subsection A or B below:

                  A.       The Company may elect to make payment of any
         Defaulted Interest on the New Series Bonds to the persons in whose
         names such bonds (or their respective predecessor bonds) are registered
         at the close of business on a special record date for the payment of
         such Defaulted Interest, which shall be fixed in the following manner
         (a "Special Record Date"). The Company shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid on each
         bond and the date of the proposed payment (which date shall be such as
         will enable the Trustee to comply with the next sentence hereof), and
         at the same time the Company shall deposit with the Trustee an amount
         of money equal to the aggregate amount proposed to be paid in respect
         of such Defaulted Interest or shall make arrangements satisfactory to
         the Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         persons entitled to such Defaulted Interest as in this Subsection
         provided and not to be deemed part of the trust estate or trust moneys.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 nor less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date

                                       25



         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to each
         holder of a bond of the New Series Bonds at the address as it appears
         in the bond register not less than 10 days prior to such Special Record
         Date. The Trustee may, in its discretion in the name and at the expense
         of the Company, cause a similar notice to be published at least once in
         a newspaper approved by the Company in each place of payment of the New
         Series Bonds, but such publication shall not be a condition precedent
         to the establishment of such Special Record Date. Notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor having been mailed as aforesaid, such Defaulted Interest shall
         be paid to the persons in whose names the New Series Bonds (or their
         respective predecessor bonds) are registered on such Special Record
         Date and shall no longer be payable pursuant to the following
         Subsection B.

                  B.       The Company may make payment of any Defaulted
         Interest on the New Series Bonds in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such bonds may be listed and upon such notice as may be required by
         such exchange, if, after notice given by the Company to the Trustee of
         the proposed payment pursuant to this Subsection, such payment shall be
         deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each New Series Bond
delivered under this Supplemental Indenture upon transfer of or in exchange for
or in lieu of any other New Series Bonds shall carry all the rights to interest
accrued and unpaid, and to accrue, which were carried by such other bond and
each such bond shall bear interest from such date, that neither gain nor loss in
interest shall result from such transfer, exchange or substitution.

                                   ARTICLE II

                              ADDITIONAL COVENANTS

The Company hereby covenants as follows:

SECTION 1. That it will, prior to or simultaneously with the initial
authentication and delivery by the Trustee of the New Series Bonds under Section
4.03 of the Original Indenture, deliver to the Trustee the instruments required
by said Section.

SECTION 2. That, so long as any of the New Series Bonds shall be outstanding, it
will not declare or pay any dividends (except a dividend in its own common
stock) upon its common stock, or make any other distribution (by way of
purchase, or otherwise) to the holders thereof, except a payment or distribution
out of net income of the Company subsequent to December 31, 1943; and that it
will not permit any subsidiary of the Company to purchase any shares of common
stock of the Company.

For the purpose of this Section, net income of the Company shall be determined
by regarding as charges or credits to income, as the case may be, any and all
charges or credits to earned surplus subsequent to December 31, 1943,
representing adjustments on account of excessive or deficient

                                       26



accruals to income for taxes, and operating expenses shall include all proper
charges for the maintenance and repairs of the property owned by the Company and
appropriations out of income for the retirement or depreciation of the property
used in its electric business in an amount of not less than the amount of the
minimum provision for depreciation determined as provided in clause (5) of
paragraph A of Section 1.05 of the Original Indenture.

                                   ARTICLE III

                    RESERVATION OF AMENDMENT OF THE INDENTURE

         Pursuant to the Fortieth Supplemental Indenture dated as of July 1,
2002 to the Original Indenture, the Company reserved the right, without the
consent of, or other action by, holders of any series of bonds created on or
after July 1, 2002, including the New Series Bonds created herein, to amend the
Indenture as follows:

SECTION 1. To replace the first sentence of the first paragraph of Section 14.01
of the Original Indenture with the following sentence:

         "The Trustee shall at all times be a bank or trust company having a
         principal office and place of business in the Borough of Manhattan, The
         City of New York, if there be such a bank or trust company willing and
         able to accept the trust upon reasonable or customary terms, and shall
         at all times be a corporation organized and doing business under the
         laws of the United States or of any State, with a combined capital and
         surplus of at least One Hundred Million Dollars ($100,000,000), and
         rated in a rating category within investment grade by at least two
         nationally recognized rating agencies, and authorized under such laws
         to exercise corporate trust powers and subject to supervision or
         examination by Federal or State authority."

SECTION 2. To amend Section 3.01 of the Original Indenture so as to insert the
following provision as the new third paragraph of such Section 3.01:

         "Notwithstanding any other provisions of this Indenture, with respect
         to compliance with any conditions precedent to the authentication and
         delivery of bonds, no certificate or opinion of an accountant shall be
         required to be of any person other than an officer or employee of the
         Company actively engaged in accounting work, but who need not be a
         certified or licensed public accountant, as to dates or periods not
         covered by annual reports required to be filed by the Company, in the
         case of conditions precedent which depend upon a state of facts as of a
         date or dates for a period or periods different from that required to
         be covered by such annual reports."

                                       27



                                   ARTICLE IV

                              CONSENT TO AMENDMENTS

The initial holders of the New Series Bonds have irrevocably consented to the
amendments to Sections 14.01 and 3.01 of the Original Indenture set forth in
Section 1 and Section 2, respectively, of Article III hereof, and any subsequent
holder(s) of the any New Series Bonds, by accepting such bonds, shall be deemed
to have irrevocably consented to the such amendments.

                                    ARTICLE V

                                SUNDRY PROVISIONS

SECTION 1. This Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture, and shall form a part thereof
and all of the provisions contained in the Original Indenture in respect to the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect hereof as fully and with like effect as if set forth
herein in full.

SECTION 2. This Supplemental Indenture may be simultaneously executed in any
number of counterparts, and all of said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.

SECTION 3. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or of
the due execution hereof by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely.

SECTION 4. Due to a scriveners error, the Thirty-Ninth and Fortieth Supplemental
Indentures to the Original Indenture erroneously indicated that the
Thirty-Seventh Supplemental Indenture dated as of December 1, 1993 was recorded
in Sumter County, Florida at Book 502, Page 157. The correct recording location
is Book 502, Page 167.

SECTION 5. Although this Supplemental Indenture is dated for convenience and for
purposes of reference as of February 1, 2003, the actual dates of execution by
the Company and by the Trustee are as indicated by the respective
acknowledgments hereto annexed.

                  [Remainder of Page Intentionally Left Blank]

                                       28



IN WITNESS WHEREOF, FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA,
INC. has caused this Supplemental Indenture to be signed in its name and behalf
by its Executive Vice President, and its corporate seal to be hereunto affixed
and attested by its Assistant Secretary, and FIRST CHICAGO TRUST COMPANY OF NEW
YORK has caused this Supplemental Indenture to be signed and sealed in its name
and behalf by a Vice President, and its corporate seal to be attested by a Vice
President, all as of the day and year first above written.

                                 FLORIDA POWER CORPORATION
                                 d/b/a PROGRESS ENERGY FLORIDA, INC.

                                 By: /s/ Peter M. Scott III
                                    --------------------------------------------
                                    Peter M. Scott III, Executive Vice President
                                    100 Central Avenue
                                    St. Petersburg, Florida 33701
[SEAL]

Attest:

/s/ Robert Williams
- ------------------------------------
Robert Williams, Assistant Secretary
100 Central Avenue
St. Petersburg, Florida  33701

Signed, sealed and delivered by said
FLORIDA POWER CORPORATION
d/b/a PROGRESS ENERGY FLORIDA, INC.

in the presence of:

/s/ C.G. Beuris
- ------------------------------------
C.G. Beuris

/s/ N. Manly Johnson III
- ------------------------------------
N. Manly Johnson III

        [Company's Signature Page of Forty-First Supplemental Indenture]

                                       29



                                             FIRST CHICAGO TRUST
                                             COMPANY OF NEW YORK

                                           By: /s/ Steven M. Wagner
                                               --------------------------------
                                               Steven M. Wagner, Vice President
                                               151 West 51st Street, 5th Floor
[SEAL]                                         New York, New York 10019

Attest:

/s/ Christopher C. Holley
- -------------------------------
Name: Christopher C. Holley,
Vice President
151 West 51st Street, 5th Floor
New York, NY 10019

Signed, sealed and delivered by said
   FIRST CHICAGO TRUST
   COMPANY OF NEW YORK
in the presence of:

/s/ Marla S. Roth
- -------------------------------
Print Name: Marla S. Roth

/s/ John R. Prendiville
- -------------------------------
Print Name: John R. Prendiville

        [Trustee's Signature Page of Forty-First Supplemental Indenture]

                                       30



STATE OF NORTH CAROLINA)
                            SS:
COUNTY OF WAKE         )

Before me, the undersigned, a notary public in and for the State and County
aforesaid, an officer duly authorized to take acknowledgments of deeds and other
instruments, personally appeared Peter M. Scott III, Executive Vice President of
FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA, INC., a corporation,
the corporate party of the first part in and to the above written instrument,
and also personally appeared before me Robert Williams, Assistant Secretary of
the said corporation; such persons being severally personally known to me, who
did take an oath and are known by me to be the same individuals who as such
Executive Vice President and as such Assistant Secretary executed the above
written instrument on behalf of said corporation; and he, the said Executive
Vice President, acknowledged that as such Executive Vice President, he
subscribed the said corporate name to said instrument on behalf and by authority
of said corporation, and he, the said Assistant Secretary, acknowledged that he
affixed the seal of said corporation to said instrument and attested the same by
subscribing his name as Assistant Secretary of said corporation, by authority
and on behalf of said corporation, and each of the two persons above named
acknowledged that, being informed of the contents of said instrument, they, as
such Executive Vice President and Assistant Secretary, delivered said instrument
by authority and on behalf of said corporation and that all such acts were done
freely and voluntarily and for the uses and purposes in said instrument set
forth and that such instrument is the free act and deed of said corporation; and
each of said persons further acknowledged and declared that he knows the seal of
said corporation, and that the seal affixed to said instrument is the corporate
seal of the corporation aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
this 21st day of February, 2003 at Raleigh in the State and County aforesaid.

[NOTARIAL SEAL]

                                                      /s/ Brenda B. Addison
                                                      --------------------------




                                       31



STATE OF ILLINOIS  )
                       SS:
COUNTY OF COOK     )

Before me, the undersigned, a notary public in and for the State and County
aforesaid, an officer duly authorized to take acknowledgments of deeds and other
instruments, personally appeared Steven M. Wagner, a Vice President (the
"Executing Vice President") of FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New
York trust company, the corporate party of the second part in and to the above
written instrument, and also personally appeared before me Christopher C.
Holley, a Vice President (the "Attesting Vice President") of the said
corporation; said persons being severally personally known to me, who did take
an oath and are known by me to be the same individuals who as such Executing
Vice President and as such Attesting Vice President executed the above written
instrument on behalf of said corporation; and he, the said Executing Vice
President, acknowledged that as such Executing Vice President he subscribed the
said corporate name to said instrument and affixed the seal of said corporation
to said instrument on behalf and by authority of said corporation, and she, the
said Attesting Vice President, acknowledged that she attested the same by
subscribing her name as Vice President of said corporation, by authority and on
behalf of said corporation, and each of the two persons above named acknowledged
that, being informed of the contents of said instrument, they, as such Executing
Vice President and Attesting Vice President, delivered said instrument by
authority and on behalf of said corporation and that all such acts were done
freely and voluntarily and for the uses and purposes in said instrument set
forth and that such instrument is the free act and deed of said corporation, and
each of said persons further acknowledged and declared that he/she knows the
seal of said corporation, and that the seal affixed to said instrument is the
corporate seal of the corporation aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
this 19th day of February, 2003, at Chicago, Illinois, in the State and County
aforesaid.

[NOTARIAL SEAL]


                                                        /s/ Charlene A. Nimrodi
                                                        ------------------------



                                       32



                                    EXHIBIT A

                              RECORDING INFORMATION

ORIGINAL INDENTURE DATED JANUARY 1, 1944

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                02/25/44                 121               172
Bay                    10/20/47                  59                18
Brevard                10/30/91                3157              3297
Citrus                 02/25/44                  18                 1
Columbia               02/25/44                  42               175
Dixie                  02/25/44                   3               127
Flagler                10/30/91                 456               288
Franklin               02/25/44                   0                83
Gadsden                02/26/44                 A-6               175
Gilchrist              02/25/44                   5                60
Gulf                   02/26/44                   6               193
Hamilton               02/25/44                  42                69
Hardee                 02/25/44                  23                 1
Hernando               02/25/44                  90                 1
Highlands              02/25/44                  48               357
Hillsborough           02/25/44                 662               105
Jackson                02/26/44                 370                 1
Jefferson              07/02/51                  25                 1
Lafayette              02/25/44                  22               465
Lake                   02/25/44                  93                 1
Leon                   02/25/44                  41                 1
Levy                   02/25/44                   3               160
Liberty                02/25/44                 "H"               116
Madison                07/02/51                  61                86
Marion                 02/25/44                 103                 1
Orange                 02/25/44                 297               375
Osceola                02/25/44                  20                 1
Pasco                  02/25/44                  39               449
Pinellas               02/26/44                 566                 1
Polk                   02/25/44                 666               305
Seminole               02/25/44                  65               147
Sumter                 02/25/44                  25                 1
Suwanee                02/25/44                  58               425
Taylor                 07/03/51                  36                 1
Volusia                02/25/44                 135               156
Wakulla                02/25/44                  14                 1


                                      A-1



STATE OF GEORGIA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Cook                   02/25/44                  24                 1
Echols                 02/25/44                 A-1               300
Lowndes                02/25/44                 5-0                 1


                                      A-2



SUPPLEMENTAL INDENTURE (FIRST) DATED JULY 1, 1946

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 11/12/46                166                 1
Bay                     10/20/47                 59                 1
Brevard                 10/30/91               3157              3590
Citrus                  11/12/46                 17               362
Columbia                11/12/46                 49               283
Dixie                   11/14/46                  3               357
Flagler                 10/30/91                456               579
Franklin                11/13/46                "P"                80
Gadsden                 11/13/46                A-9               148
Gilchrist               11/14/46                  7               120
Gulf                    11/13/46                 10               313
Hamilton                11/12/46                 40               371
Hardee                  11/12/46                 24               575
Hernando                11/14/46                 99               201
Highlands               11/12/46                 55               303
Hillsborough            11/06/46                 95               375
Jackson                 11/13/46                399                 1
Jefferson               07/02/51                 25               287
Lafayette               11/14/46                 23               156
Lake                    11/13/46                107               209
Leon                    11/13/46                 55               481
Levy                    11/14/46                  4               133
Liberty                 11/13/46                "H"               420
Madison                 07/02/51                 61               373
Marion                  11/12/46                110                 1
Orange                  11/12/46                338               379
Osceola                 11/12/46                 20               164
Pasco                   11/14/46                 44               169
Pinellas                11/06/46                632               161
Polk                    11/12/46                744               511
Seminole                11/13/46                 74               431
Sumter                  11/13/46                 25               467
Suwanee                 11/12/46                 63               316
Taylor                  07/03/51                 36               145
Volusia                 11/13/46                158               203
Wakulla                 11/13/36                 14               299


                                      A-3



SUPPLEMENTAL INDENTURE (SECOND) DATED NOVEMBER 1, 1948

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 01/08/49                196               287
Bay                     01/10/49                 64               395
Brevard                 10/30/91               3157              3607
Citrus                  01/13/49                 18               414
Columbia                01/08/49                 55               493
Dixie                   01/10/49                  4               201
Flagler                 10/30/91                456               601
Franklin                01/10/49                "Q"                 1
Gadsden                 01/10/49               A-13               157
Gilchrist               01/08/49                  6               274
Gulf                    01/10/49                 13                74
Hamilton                01/10/49                 44                 1
Hardee                  01/08/49                 28               110
Hernando                01/08/49                109               448
Highlands               01/08/49                 61               398
Hillsborough            01/13/49                810               452
Jackson                 01/10/49                400               563
Jefferson               07/02/51                 25               320
Lafayette               01/10/49                 25               210
Lake                    01/08/49                119               555
Leon                    01/10/49                 82               303
Levy                    01/08/49                  5               242
Liberty                 01/08/49                "H"               587
Madison                 07/02/51                 61               407
Marion                  01/11/49                122               172
Orange                  01/08/49                388               604
Osceola                 01/08/49                 25               104
Pasco                   01/08/49                 47               549
Pinellas                01/05/49                716                11
Polk                    01/07/49                807               411
Seminole                01/06/49                 84               389
Sumter                  01/08/49                 28                41
Suwanee                 01/08/49                 69               150
Taylor                  07/03/51                 36               162
Volusia                 01/06/49                192               167
Wakulla                 01/10/49                 16                 1


                                      A-4



SUPPLEMENTAL INDENTURE (THIRD) DATED JULY 1, 1951

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 08/02/51                234               340
Bay                     08/03/51                 93               155
Brevard                 10/30/91               3157              3630
Citrus                  07/30/51                 20               251
Columbia                08/02/51                 66               503
Dixie                   08/02/51                  5               271
Flagler                 10/30/91                456               624
Franklin                08/03/51                "Q"               522
Gadsden                 08/03/51               A-19               271
Gilchrist               08/02/51                  7               422
Gulf                    08/03/51                 16                59
Hamilton                08/03/51                 51               347
Hardee                  08/02/51                 32                 1
Hernando                08/02/51                118               537
Highlands               08/02/51                 69               344
Hillsborough            08/02/51                927               174
Jefferson               08/03/51                 25               359
Lafayette               08/03/51                 27               305
Lake                    07/31/51                139               323
Leon                    08/02/51                113               465
Levy                    08/02/51                  7               211
Liberty                 07/25/51                  1               232
Madison                 08/07/51                 62                 1
Marion                  08/02/51                142               143
Orange                  08/07/51                460                60
Osceola                 08/02/51                 31               385
Pasco                   08/10/51                 56                 1
Pinellas                08/02/51                847               301
Polk                    08/01/51                899               539
Seminole                08/07/51                100               403
Sumter                  08/02/51                 32               345
Suwanee                 08/02/51                 76               413
Taylor                  08/07/51                 36               182
Volusia                 08/07/51                245               393
Wakulla                 08/03/51                 17               259


                                      A-5



STATE OF GEORGIA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Cook                    08/08/51                 35               566
Echols                  08/02/51                A-3               521
Lowndes                 08/04/51                7-E               188


                                      A-6



FOURTH SUPPLEMENTAL INDENTURE NOVEMBER 1, 1952

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 12/31/52                256               288
Bay                     01/01/53                104               571
Brevard                 10/30/91               3157              3663
Citrus                  12/31/52                 22               321
Columbia                12/31/52                 72               521
Dixie                   12/31/52                  6               135
Flagler                 10/31/91                456               657
Franklin                12/31/52                  R               477
Gadsden                 12/31/52               A-22               511
Gilchrist               12/31/52                  9               124
Gulf                    01/02/53                 17                 7
Hamilton                12/31/52                 54               293
Hardee                  12/31/52                 33               433
Hernando                12/31/52                125               361
Highlands               01/02/53                 74               131
Hillsborough            12/29/52                993               545
Jefferson               12/31/52                 27                 1
Lafayette               12/31/52                 28               445
Lake                    01/02/53                150               343
Leon                    12/31/52                130                 1
Levy                    12/31/52                  8               362
Liberty                 01/09/53                  1               462
Madison                 01/02/53                 65               134
Marion                  01/02/53                153               434
Orange                  12/31/52                505               358
Osceola                 12/31/52                 36               145
Pasco                   01/02/53                 61               563
Pinellas                12/29/52                926               561
Polk                    01/12/53                974               177
Seminole                01/02/53                111                41
Sumter                  12/31/52                 35               441
Suwanee                 01/02/53                 82                27
Taylor                  12/31/52                 37               325
Volusia                 01/10/53                278               107
Wakulla                 01/02/53                 18               383


                                      A-7



STATE OF GEORGIA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Cook                   01/01/53                  39                95
Echols                 01/01/53                 A-4               110
Lowndes                12/31/52                 7-0               540


                                      A-8



FIFTH SUPPLEMENTAL INDENTURE NOVEMBER 1, 1953

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 12/29/53                271                24
Bay                     01/01/54                115               505
Brevard                 10/30/91               3157              3690
Citrus                  12/28/53                  2                73
Columbia                12/28/53                  7                 3
Dixie                   12/23/53                  6               466
Flagler                 10/30/91                456               684
Franklin                12/28/53                  1               447
Gadsden                 12/24/53               A-26               251
Gilchrist               12/23/53                  9               317
Gulf                    12/28/53                 11               229
Hamilton                12/28/53                 58               220
Hardee                  12/23/53                 35               518
Hernando                12/23/53                130               409
Highlands               12/29/53                 78                 1
Hillsborough            01/04/54               1050               229
Jefferson               12/29/53                 28                91
Lafayette               12/24/53                 30                16
Lake                    12/23/53                160               189
Leon                    12/23/53                144               268
Levy                    12/23/53                  9               368
Liberty                 01/06/54                  J                40
Madison                 12/26/53                 67               381
Marion                  12/28/53                168               179
Orange                  12/24/53                541               253
Osceola                 12/24/53                 39                42
Pasco                   12/23/53                 67                 1
Pinellas                12/22/53                988               333
Polk                    01/05/54               1021               473
Seminole                12/29/53                118               535
Sumter                  12/28/53                 37               466
Suwanee                 12/28/53                 85               346
Taylor                  12/24/53                 43               225
Volusia                 12/24/53                303               454
Wakulla                 12/30/53                 19               380


                                      A-9



STATE OF GEORGIA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Cook                    01/15/54                 39               437
Echols                  01/15/54                A-4               418
Lowndes                 12/29/53                7-X               235


                                      A-10



SIXTH SUPPLEMENTAL INDENTURE DATED JULY 1, 1954

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 11/19/54                286               129
Bay                     11/22/54                125               502
Brevard                 10/30/91               3157              3719
Citrus                  11/19/54                  9               525
Columbia                11/20/54                 17               479
Dixie                   11/19/54                  7               299
Flagler                 10/30/91                456               713
Franklin                11/19/54                  5               465
Gadsden                 11/20/54               A-29               411
Gilchrist               11/19/54                  9               530
Gulf                    11/22/54                 19               284
Hamilton                11/22/54                 59               425
Hardee                  11/19/54                 37               307
Hernando                11/19/54                  7               335
Highlands               11/19/54                 82               403
Hillsborough            11/26/54               1116               164
Jefferson               11/19/54                 29                17
Lafayette               11/19/54                 31               138
Lake                    11/19/54                170               225
Leon                    11/19/54                159               209
Levy                    11/19/54                 10               523
Liberty                 11/30/54                "J"               215
Madison                 11/20/54                 69               483
Marion                  11/20/54                181               573
Orange                  11/23/54                578               123
Osceola                 11/20/54                 42               216
Pasco                   11/22/54                 15               568
Pinellas                11/18/54               1046               507
Polk                    11/23/54               1068                22
Seminole                11/19/54                 28               374
Sumter                  11/30/54                 40                81
Suwanee                 11/23/54                 89                 1
Taylor                  11/20/54                 45               377
Volusia                 11/23/54                327               538
Wakulla                 11/19/54                 20               445


                                      A-11



STATE OF GEORGIA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Cook                    11/20/54                 55               385
Echols                  11/20/54                  5                86
Lowndes                 11/20/54                  3               387


                                      A-12



SEVENTH SUPPLEMENTAL INDENTURE DATED JULY 1, 1956

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 07/27/56                320               309
Bay                     07/27/56                145               395
Brevard                 10/30/91               3157              3746
Citrus                  07/25/56                 28               403
Columbia                07/26/56                 38               279
Dixie                   07/30/56                  9                 1
Flagler                 10/30/91                456               740
Franklin                07/27/56                 16               392
Gadsden                 07/26/56               A-36               100
Gilchrist               07/31/56                 11               289
Gulf                    08/02/56                 23               475
Hamilton                07/27/56                 11                79
Hardee                  07/31/56                 43                 1
Hernando                07/26/56                 21                88
Highlands               07/31/56                 11               571
Hillsborough            08/06/56               1260               125
Jefferson               07/25/56                 30               295
Lafayette               07/25/56                 33               117
Lake                    07/26/56                189               613
Leon                    07/25/56                190               301
Levy                    07/30/56                 14                13
Liberty                 07/31/56                "J"               531
Madison                 07/26/56                 74                12
Marion                  07/26/56                208               223
Orange                  07/27/56                126               165
Osceola                 07/26/56                 49                 1
Pasco                   08/02/56                 51               353
Pinellas                07/24/56               1168               481
Polk                    08/20/56               1180                30
Seminole                07/27/56                 90                 5
Sumter                  08/02/56                 43               523
Suwanee                 07/26/56                 96                67
Taylor                  07/25/56                 52               451
Volusia                 07/26/56                384               195
Wakulla                 07/25/56                 22               281


                                      A-13



STATE OF GEORGIA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Cook                    07/26/56                 48                36
Echols                  07/26/56                  5               401
Lowndes                 07/25/56                 22               419


                                      A-14



EIGHTH SUPPLEMENTAL INDENTURE DATED JULY 1, 1958

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 07/23/58                 20               227
Bay                     08/05/58                170               295
Brevard                 10/30/91               3157              3785
Citrus                  07/24/58                 55               336
Columbia                07/23/58                 66               365
Dixie                   07/22/58                 11               166
Flagler                 10/30/91                456               779
Franklin                07/22/58                 29               248
Gadsden                 07/23/58                  9                48
Gilchrist               07/22/58                 12               341
Gulf                    07/24/58                 29                40
Hamilton                07/22/58                 23                 1
Hardee                  07/22/58                 49               451
Hernando                07/25/58                 39               358
Highlands               07/29/58                 50               514
Hillsborough            07/29/58                111               108
Jefferson               07/23/58                 33                19
Lafayette               07/23/58                 35               120
Lake                    07/31/58                 56               297
Leon                    07/23/58                216               129
Levy                    07/22/58                 18                63
Liberty                 07/24/58                "K"               413
Madison                 07/23/58                 78               310
Marion                  07/29/58                237               447
Orange                  07/23/58                403               300
Osceola                 07/23/58                 26               462
Pasco                   07/25/58                 96               455
Pinellas                07/24/58                381               683
Polk                    07/24/58                165               452
Seminole                07/23/58                178                26
Sumter                  08/01/58                  5                66
Suwanee                 07/23/58                102               360
Taylor                  07/22/58                  4               254
Volusia                 07/23/58                129               244
Wakulla                 07/25/58                 24               375


                                      A-15



NINTH SUPPLEMENTAL INDENTURE DATED OCTOBER 1, 1960

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 11/23/60                119               158
Bay                     11/25/60                 28               411
Brevard                 10/30/91               3157              3822
Citrus                  12/01/60                 93               370
Columbia                11/17/60                105               133
Dixie                   11/16/60                 13               331
Flagler                 10/30/91                456               816
Franklin                11/17/60                 49               375
Gadsden                 11/17/60                 29               655
Gilchrist               11/16/60                  1               473
Gulf                    11/21/60                  5               409
Hamilton                11/18/60                 37               171
Hardee                  11/17/60                 60                76
Hernando                11/16/60                 65               688
Highlands               11/18/60                108               421
Hillsborough            11/23/60                629               675
Jefferson               11/18/60                  8               290
Lafayette               11/16/60                 38               185
Lake                    11/21/60                141               619
Leon                    11/23/60                254               479
Levy                    11/16/60                 23               537
Liberty                 11/17/60                "M"               525
Madison                 11/22/60                 11               153
Marion                  11/18/60                 54               420
Orange                  11/22/60                817               569
Osceola                 11/16/60                 68               410
Pasco                   11/21/60                158               530
Pinellas                11/16/60               1036               239
Polk                    11/18/60                440               179
Seminole                11/21/60                332               203
Sumter                  11/30/60                 25               318
Suwanee                 11/17/60                111               282
Taylor                  11/18/60                 21               626
Volusia                 11/21/60                330               281
Wakulla                 11/21/60                 28               185


                                      A-16



TENTH SUPPLEMENTAL INDENTURE DATED MAY 1, 1962

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 06/07/62                188               123
Bay                     06/15/62                 70               173
Brevard                 10/30/91               3157              3858
Citrus                  06/08/62                120               221
Columbia                06/05/62                130               187
Dixie                   06/05/62                 15                36
Flagler                 10/30/91                456               852
Franklin                06/06/62                 58               333
Gadsden                 06/05/62                 45               493
Gilchrist               06/05/62                  7               261
Gulf                    06/06/62                 14               147
Hamilton                06/05/62                 46               407
Hardee                  06/05/62                 16               449
Hernando                06/05/62                 82               326
Highlands               06/11/62                148               617
Hillsborough            06/11/62                949               738
Jefferson               06/05/62                 13               606
Lafayette               06/08/62                 39               385
Lake                    06/06/62                204                 1
Leon                    06/11/62                 48                49
Levy                    06/05/62                 27               574
Liberty                 06/06/62                  0               214
Madison                 06/05/62                 20                76
Marion                  06/15/62                112               412
Orange                  06/06/62               1060               464
Osceola                 06/05/62                 90               389
Pasco                   06/08/62                202               457
Pinellas                06/01/62               1438               571
Polk                    06/14/62                605               696
Seminole                06/13/62                408               102
Sumter                  06/13/62                 40                85
Suwanee                 06/05/62                116               273
Taylor                  06/05/62                 34               330
Volusia                 06/20/62                456                46
Wakulla                 06/11/62                 31               349


                                      A-17



ELEVENTH SUPPLEMENTAL INDENTURE DATED APRIL 1, 1965

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 05/21/65                324               610
Bay                     05/28/65                158               231
Brevard                 10/30/91               3157              3894
Citrus                  05/13/65                179               485
Columbia                05/17/65                184               314
Dixie                   05/13/65                  6               485
Flagler                 10/30/91                456               888
Franklin                05/19/65                 72               497
Gadsden                 05/18/65                 73               410
Gilchrist               05/13/65                 17                11
Gulf                    05/18/65                 24               717
Hamilton                05/13/65                 63               327
Hardee                  05/13/65                 47               377
Hernando                05/13/65                112               236
Highlands               05/21/65                232               421
Hillsborough            05/12/65               1448                57
Jefferson               05/14/65                 23               198
Lafayette               05/13/65                  1               687
Lake                    05/19/65                287                74
Leon                    05/21/65                178                48
Levy                    05/21/65                 34               519
Liberty                 05/14/65                  6                 1
Madison                 05/14/65                 34               399
Marion                  05/24/65                228               528
Orange                  05/25/65               1445               830
Osceola                 05/18/65                132               351
Pasco                   05/13/65                291               437
Pinellas                05/12/65               2154                77
Polk                    05/17/65                929               371
Seminole                05/19/65                535               241
Sumter                  05/14/65                 68                83
Suwanee                 05/17/65                 24               673
Taylor                  05/17/65                 56               129
Volusia                 05/19/65                708               531
Wakulla                 05/17/65                  8                 6


                                      A-18



TWELFTH SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1965

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 12/10/65                355               229
Bay                     12/20/65                174               619
Brevard                 10/30/91               3157              3931
Citrus                  12/22/65                192               309
Columbia                12/10/65                194               338
Dixie                   12/10/65                  9                42
Flagler                 10/30/91                456               925
Franklin                12/13/65                 76               249
Gadsden                 12/10/65                 78               606
Gilchrist               12/10/65                 19               447
Gulf                    12/10/65                 26               692
Hamilton                12/10/65                 66               303
Hardee                  12/10/65                 53               426
Hernando                12/13/65                118               441
Highlands               12/20/65                248                20
Hillsborough            12/17/65               1548               603
Jefferson               12/10/65                 24               595
Lafayette               12/10/65                  2               671
Lake                    12/20/65                301               528
Leon                    12/20/65                205               170
Levy                    12/20/65                 36               184
Liberty                 12/10/65                  6               477
Madison                 12/11/65                 36               806
Marion                  12/27/65                254               153
Orange                  12/10/65               1499               785
Osceola                 12/10/65                140               445
Pasco                   12/13/65                312                19
Pinellas                12/09/65               2283               186
Polk                    12/20/65                984               641
Seminole                12/22/65                559               591
Sumter                  12/14/65                 73               283
Suwanee                 12/14/65                 30               218
Taylor                  12/10/65                 59               361
Volusia                 12/10/65                755               174
Wakulla                 12/20/65                  9               390


                                      A-19



THIRTEENTH SUPPLEMENTAL INDENTURE DATED AUGUST 1, 1967

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 08/22/67                458               347
Bay                     08/28/67                223               457
Brevard                 10/30/91               3157              3964
Citrus                  08/28/67                218               756
Columbia                08/22/67                225               304
Dixie                   08/22/67                 15               367
Flagler                 10/30/91                456               962
Franklin                08/28/67                 83               556
Gadsden                 08/23/67                 96                29
Gilchrist               08/22/67                 25               131
Gulf                    08/22/67                 33               618
Hamilton                08/23/67                 76               465
Hardee                  08/22/67                 71               366
Hernando                08/28/67                137               646
Highlands               08/30/67                288               585
Hillsborough            08/28/67               1795               635
Jefferson               08/23/67                 30               662
Lafayette               08/22/67                  5               694
Lake                    08/25/67                342               196
Leon                    08/30/67                280               594
Levy                    08/28/67                 41               262
Liberty                 08/23/67                 10                90
Madison                 08/23/67                 44               606
Marion                  09/01/67                324               444
Orange                  08/24/67               1660               421
Osceola                 08/22/67                164               335
Pasco                   08/28/67                370               728
Pinellas                08/21/67               2659               498
Polk                    09/06/67               1108               900
Seminole                08/31/67                628               506
Sumter                  09/06/67                 87               602
Suwanee                 08/23/67                 47               228
Taylor                  08/24/67                 67               782
Volusia                 08/24/67                964               254
Wakulla                 08/31/67                 14               755


                                      A-20



FOURTEENTH SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1968

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 12/06/68                543               198
Bay                     12/18/68                262               487
Brevard                 10/30/91               3157              3984
Citrus                  12/09/68                239               487
Columbia                12/09/68                242               397
Dixie                   12/09/68                 20               109
Flagler                 10/30/91                456               983
Franklin                12/06/68                 88               538
Gadsden                 12/12/68                110                 7
Gilchrist               12/06/68                 29               281
Gulf                    12/09/68                 38               359
Hamilton                12/06/68                 82               245
Hardee                  12/06/68                 83               221
Hernando                12/09/68                164               395
Highlands               12/11/68                319               390
Hillsborough            12/19/68               1977               890
Jefferson               12/09/68                 35                32
Lafayette               12/06/68                  9               170
Lake                    12/06/68                371               438
Leon                    12/19/68                342               572
Levy                    12/09/68                 44               215
Liberty                 12/09/68                 12                41
Madison                 12/09/68                 49               627
Marion                  12/20/68                375                12
Orange                  12/06/68               1785               837
Osceola                 12/06/68                183               688
Pasco                   12/06/68                423               607
Pinellas                12/06/68               2964               580
Polk                    12/10/68               1193               854
Seminole                12/18/68                695               638
Sumter                  01/02/69                 98               509
Suwanee                 12/06/68                 60                50
Taylor                  12/09/68                 73               494
Volusia                 12/09/68               1060               466
Wakulla                 12/19/68                 18               593


                                      A-21



FIFTEENTH SUPPLEMENTAL INDENTURE DATED AUGUST 1, 1969

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 08/26/69                592               206
Bay                     09/03/69                283               513
Brevard                 10/30/91               3157              4002
Citrus                  08/26/69                251               437
Columbia                09/05/69                251               586
Dixie                   08/26/69                 21               705
Flagler                 10/30/91                456              1001
Franklin                08/26/69                 92               363
Gadsden                 08/26/69                116               723
Gilchrist               09/04/69                 31               539
Gulf                    08/26/69                 41                23
Hamilton                08/26/69                 85               292
Hardee                  08/26/69                 91                19
Hernando                09/03/69                191               745
Highlands               09/05/69                339                90
Hillsborough            09/03/69               2073               501
Jefferson               08/26/69                 37               193
Lafayette               08/26/69                 12               235
Lake                    09/11/69                389               148
Leon                    09/05/69                377               548
Levy                    08/26/69                  6               348
Liberty                 08/29/69                 12               680
Madison                 08/26/69                 52               263
Marion                  09/08/69                399               668
Orange                  08/27/69               1867               156
Osceola                 09/03/69                192               726
Pasco                   08/26/69                459               315
Pinellas                08/26/69               3149               131
Polk                    09/04/69               1241               971
Seminole                09/05/69                740               500
Sumter                  09/05/69                104               504
Suwanee                 08/26/69                 66               489
Taylor                  08/26/69                 77                44
Volusia                 08/26/69               1123               577
Wakulla                 09/05/69                 21               231


                                      A-22



SIXTEENTH SUPPLEMENTAL INDENTURE DATED FEBRUARY 1, 1970

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 03/13/70                625               297
Bay                     03/23/70                298               539
Brevard                 10/30/91               3157              4019
Citrus                  03/16/70                261               729
Columbia                03/13/70                257               622
Dixie                   03/13/70                 23               107
Flagler                 10/30/91                456              1019
Franklin                03/13/70                 94               507
Gadsden                 03/13/70                121               571
Gilchrist               03/20/70                 33               449
Gulf                    03/16/70                 43               244
Hamilton                03/14/70                 87               291
Hardee                  03/16/70                 97               225
Hernando                03/20/70                212               536
Highlands               03/20/70                352                25
Hillsborough            03/20/70               2146               824
Jefferson               03/13/70                 38               643
Lafayette               03/16/70                 14                42
Lake                    03/13/70                400               545
Leon                    04/02/70                406               203
Levy                    03/20/70                 11               150
Liberty                 03/13/70                 13               494
Madison                 03/13/70                 54               152
Marion                  03/20/70                419               113
Orange                  03/20/70               1927               853
Osceola                 03/13/70                199               282
Pasco                   03/13/70                487               207
Pinellas                03/23/70               3294               582
Polk                    03/27/70               1278                 4
Seminole                03/20/70                771               384
Sumter                  03/27/70                109                 1
Suwanee                 03/13/70                 71                61
Taylor                  03/16/70                 79               282
Volusia                 03/13/70               1183               353
Wakulla                 03/24/70                 23                36


                                      A-23



SEVENTEENTH SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1970

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 12/15/70                678                70
                        01/08/71                682              405B
Bay                     01/11/71                321               565
Brevard                 10/30/91               3157              4030
Citrus                  01/07/71                277               324
Columbia                12/16/70                266                25
                        01/07/71                266               351
Dixie                   01/07/71                 25               246
Flagler                 10/30/91                456              1030
Franklin                12/15/70                 98               171
                        01/18/71                 98               472
Gadsden                 01/07/71                128               705
Gilchrist               01/13/71                 36                 5
Gulf                    12/16/70                 46               132
Hamilton                12/16/70                 90               201
                        01/08/71                 90               325
Hardee                  12/16/70                106               109
                        01/07/71                107                15
Hernando                12/16/70                246               299
                        01/13/71                252               715
Highlands               01/11/71                372                79
Hillsborough            01/11/71               2261               308
Jefferson               12/16/70                 41               467
Lafayette               01/06/71                 16               144
Lake                    01/12/71                421               742
Leon                    01/14/71                449               244
Levy                    01/11/71                 18                65
Liberty                 12/16/70                 14               535
Madison                 01/07/71                 56               911
Marion                  01/11/71                449                33
Orange                  01/11/71               2021                24
Osceola                 01/29/71                212               353
Pasco                   01/08/71                524                86
Pinellas                01/14/71               3467               449
Polk                    01/14/71               1331               880
Seminole                01/11/71                819               223
Sumter                  01/11/71                115               308
Suwanee                 12/17/70                 77                82
Taylor                  12/17/70                 83                53
Volusia                 01/11/71               1257               142
Wakulla                 01/12/71                 26               175


                                      A-24



EIGHTEENTH SUPPLEMENTAL INDENTURE DATED OCTOBER 1, 1971

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 11/17/71                755               116
Bay                     11/09/71                351                33
Brevard                 10/30/91               3157              4062
Citrus                  11/16/71                296               490
Columbia                11/15/71                278               597
Dixie                   11/09/71                 31                23
Flagler                 10/30/91                456              1062
Franklin                11/09/71                103               278
Gadsden                 11/10/71                138               360
Gilchrist               11/16/71                 39                92
Gulf                    11/11/71                 49               107
Hamilton                11/09/71                 93               538
Hardee                  11/09/71                119                63
Hernando                11/17/71                280                 1
Highlands               11/16/71                393               578
Hillsborough            11/17/71               2393               263
Jefferson               11/11/71                 45               135
Lafayette               11/09/71                 19                91
Lake                    11/16/71                447               834
Leon                    11/12/71                496               190
Levy                    11/16/71                 26               748
Liberty                 11/10/71                 16               108
Madison                 11/11/71                 61               220
Marion                  11/16/71                487               239
Orange                  11/18/71               2144               179
Osceola                 11/10/71                229               360
Pasco                   11/12/71                569               344
Pinellas                11/09/71               3659               630
Polk                    11/16/71               1400                 1
Seminole                11/16/71                892               460
Sumter                  11/09/71                123               457
Suwanee                 11/12/71                 86                28
Taylor                  11/09/71                 87               706
Volusia                 11/09/71               1352               118
Wakulla                 11/16/71                 30               218


                                      A-25



NINETEENTH SUPPLEMENTAL INDENTURE DATED JUNE 1, 1971

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 07/31/72                797                81
Bay                     07/31/72                378               483
Brevard                 10/30/91               3157              4079
Citrus                  08/01/72                314               557
Columbia                07/31/72                290               418
Dixie                   07/31/72                 35                44
Flagler                 10/30/91                456              1079
Franklin                07/31/72                107               442
Gadsden                 07/31/72                147               296
Gilchrist               07/31/72                 41               148
Gulf                    07/31/72                 51               371
Hamilton                07/31/72                 96               573
Hardee                  07/31/72                130                35
Hernando                07/31/72                295               702
Highlands               07/31/72                409               578
Hillsborough            07/31/72               2518                15
Jefferson               07/31/72                 48               389
Lafayette               08/04/72                 22                70
Lake                    08/02/72                474               134
Leon                    08/02/72                537               763
Levy                    08/02/72                 35                 5
Liberty                 08/03/72                 17               319
Madison                 08/03/72                 65               120
Marion                  08/02/72                521               427
Orange                  08/03/72               2259               950
Osceola                 08/02/72                245               626
Pasco                   08/03/72                619               487
Pinellas                08/02/72               3846               454
Polk                    08/02/72               1467               276
Seminole                08/03/72                948              1035
Sumter                  08/02/72                131               348
Suwanee                 08/02/72                 93               785
Taylor                  08/03/72                 92               198
Volusia                 08/02/72               1456               420
Wakulla                 08/03/72                 33               147


                                      A-26



TWENTIETH SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1972

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 01/22/73                818               709
Bay                     01/22/73                400               226
Brevard                 10/30/91               3157              4096
Citrus                  01/22/73d               328               152
Columbia                01/22/73                298               244
Dixie                   01/22/73                 38                92
Flagler                 10/30/91                456              1096
Franklin                01/22/73                110               446
Gadsden                 01/22/73                154               117
Gilchrist                01/2273                 42               685
Gulf                    01/22/73                 52               813
Hamilton                01/22/73                 99               270
Hardee                  01/22/73                138                88
Herdando                01/22/73                306               325
Highlands               01/22/73                422                 5
Hillsborough            01/22/73               2612               659
Jefferson               01/23/73                 50               632
Lafayette               01/22/73                 23               338
Lake                    01/22/73                492               696
Leon                    01/25/73                567               238
Levy                    01/22/73                 40               755
Liberty                 01/23/73                 18                51
Madison                 01/23/73                 67               413
Marion                  01/22/73                546               125
Orange                  01/22/73               2345               569
Osceola                 01/24/73                256               564
Pasco                   01/22/73                654               281
Pinellas                01/23/73               3980               788
Polk                    01/24/73               1514               854
Seminole                01/22/73                136               696
Sumter                  01/22/73                136               696
Suwanee                 01/22/73                 98               583
Taylor                  01/22/73                 95                99
Volusia                 01/22/73               1533               327
Wakulla                 01/26/73                 35               266


                                      A-27



TWENTY-FIRST SUPPLEMENTAL INDENTURE DATED JUNE 1, 1973

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 08/30/73                850               668
Bay                     08/30/73                431               401
Brevard                 10/30/91               3157              4126
Citrus                  08/31/73                349               609
Columbia                08/30/73                309               245
Dixie                   08/30/73                 41               473
Flagler                 10/30/91                456              1126
Franklin                08/31/73                115               120
Gadsden                 08/31/73                164                90
Gilchrist               08/31/73                 45               387
Gulf                    09/04/73                 54               736
Hamilton                09/04/73                104               250
Hardee                  08/31/73                149               295
Herdando                08/31/73                321               479
Highlands               08/31/73                442               961
Hillsborough            08/31/73               2740               278
Jefferson               08/31/73                 54               591
Lafayette               09/07/73                 26                73
Lake                    08/31/73                520                70
Leon                    09/06/73                609               543
Levy                    09/05/73                 50               741
Liberty                 08/31/73                 19               111
Madison                 08/31/73                 71                22
Marion                  09/04/73                585               491
Orange                  09/07/73               2448              1009
Osceola                 09/06/73                272               204
Pasco                   09/04/73                707               613
Pinellas                08/31/73               4073               767
Polk                    08/31/73               1550              1341
Seminole                09/04/73                993              0048
Sumter                  08/31/73                144               265
Suwanee                 09/04/73                106               192
Taylor                  08/31/73                 99               444
Volusia                 08/31/73               1647               440
Wakulla                 08/31/73                 38               458


                                      A-28



TWENTY-SECOND SUPPLEMENTAL INDENTURE DATED DECEMBER 1, 1973

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 02/28/74                876                74
Bay                     02/28/74                457               572
Brevard                 10/30/91               3157              4155
Citrus                  03/18/74                365               200
Columbia                03/01/74                319               179
Dixie                   02/28/74                 44               149
Flagler                 10/30/91                456              1155
Franklin                03/01/74                119                14
Gadsden                 03/01/74                171               264
Gilchrist               02/28/74                 48                25
Gulf                    03/01/74                 56               427
Hamilton                03/01/74                109                89
Hardee                  02/28/74                158               140
Herdando                02/28/74                333               455
Highlands               02/28/74                458               394
Hillsborough            02/28/74               2842               642
Jefferson               03/01/74                 58                 5
Lafayette               03/01/74                 28                34
Lake                    03/04/74                540                77
Leon                    03/01/74                638               672
Levy                    02/28/74                 57               769
Liberty                 03/01/74                 20                54
Madison                 03/01/74                 73               545
Marion                  02/28/74                617                19
Orange                  02/28/74               2504              1707
Osceola                 03/01/74                284               344
Pasco                   03/01/74                739              1360
Pinellas                02/28/74               4141              1397
Polk                    02/28/74               1578              1983
Seminole                03/04/74               1010              1601
Sumter                  03/01/74                150               278
Suwanee                 03/04/74                111               766
Taylor                  03/04/74                102               694
Volusia                 03/04/74               1712               645
Wakulla                 03/05/74                 40               626


                                      A-29



TWENTY-THIRD SUPPLEMENTAL INDENTURE DATED OCTOBER 1, 1976

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 11/29/76               1035               716
Bay                     11/29/76                600               687
Brevard                 10/30/91               3157              4184
Citrus                  12/08/76                448               668
Columbia                12/03/76                370               898
Dixie                   11/29/76                 56               160
Flagler                 10/30/91                456              1184
Franklin                11/29/76                136               420
Gadsden                 12/06/76                219               533
Gilchrist               11/30/76                 62               464
Gulf                    11/30/76                 68               753
Hamilton                11/30/76                131               855
Hardee                  11/29/76                212                10
Herdando                12/03/76                397               623
Highlands               11/29/76                535               951
Hillsborough            11/29/76               3181              1281
Jefferson               11/29/76                 75               198
Lafayette               11/29/76                 36               422
Lake                    12/06/76                620                66
Leon                    11/30/76                823               723
Levy                    11/29/76                 98                32
Liberty                 11/29/76                 25               104
Madison                 12/06/76                 89               124
Marion                  12/08/76                779               258
Orange                  12/06/76               2745               889
Osceola                 11/30/76                345               524
Pasco                   12/03/76                867              1165
Pinellas                12/03/76               4484              1651
Polk                    11/29/76               1720              2000
Seminole                12/06/76               1105              1137
Sumter                  11/30/76                181                97
Suwanee                 11/29/76                146               437
Taylor                  11/30/76                123               111
Volusia                 12/06/76               1872              1438
Wakulla                 12/07/76                 53               837


                                      A-30



TWENTY-FOURTH SUPPLEMENTAL INDENTURE DATED APRIL 1, 1979

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 06/11/79               1212               956
Bay                     06/12/79                734               343
Brevard                 10/30/91               3157              4212
Citrus                  06/12/79                538              1687
Columbia                06/14/79                429               139
Dixie                   06/12/79                 68               122
Flagler                 10/30/91                456              1212
Franklin                06/13/79                159               186
Gadsden                 06/13/79                259               396
Gilchrist               06/12/79                 77               260
Gulf                    06/14/79                 78               174
Hamilton                06/12/79                142               859
Hardee                  06/12/79                245               558
Herdando                06/12/79                443                17
Highlands               06/13/79                620                77
Hillsborough            06/12/79               3523              1162
Jefferson               06/13/79                 93               685
Lafayette               06/13/79                 44               496
Lake                    06/12/79                678               266
Leon                    06/15/79                931               526
Levy                    06/12/79                141               163
Liberty                 06/13/79                 30               394
Madison                 06/13/79                108               655
Marion                  06/13/79                976               451
Orange                  06/13/79               3018               812
Osceola                 06/12/79                438               115
Pasco                   06/14/79               1013               126
Pinellas                06/12/79               4867               291
Polk                    06/12/79               1881              2012
Seminole                06/12/79               1228               606
Sumter                  06/12/79                216               642
Suwanee                 06/12/79                184               514
Taylor                  06/13/79                145               686
Volusia                 06/12/79               2082              1430
Wakulla                 06/13/79                 69               884


                                      A-31



TWENTY-FIFTH SUPPLEMENTAL INDENTURE DATED APRIL 1, 1980

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 07/25/80               1290               319
Bay                     07/25/80                794               596
Brevard                 10/30/91               3157              4238
Citrus                  07/28/80                560              2030
Columbia                07/24/80                451               126
Dixie                   07/24/80                 73               220
Flagler                 10/30/91                456              1238
Franklin                07/28/80                169               589
Gadsden                 07/25/80                275               649
Gilchrist               07/24/80                 84               551
Gulf                    07/28/80                 82               290
Hamilton                07/25/80                148               774
Hardee                  07/25/80                257               823
Herdando                07/24/80                465               441
Highlands               07/29/80                658               523
Hillsborough            07/24/80               3684               411
Jefferson               07/25/80                101               387
Lafayette               07/24/80                 47               586
Lake                    07/24/80                705               977
Leon                    07/25/80                966               426
Levy                    07/25/80                161               478
Liberty                 07/25/80                 32               981
Madison                 07/28/80                117               572
Marion                  07/28/80               1027              1141
Orange                  07/25/80               3127              1401
Osceola                 07/30/80                489               198
Pasco                   07/25/80               1077              1362
Pinellas                06/24/80               5038              2013
Polk                    07/25/80               1956              1808
Seminole                07/28/80               1288              1105
Sumter                  07/25/80                233               598
Suwanee                 07/29/80                200               618
Taylor                  07/28/80                156               740
Volusia                 07/25/80               2185               587
Wakulla                 07/28/80                 76               879


                                      A-32



TWENTY-SIXTH SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1980

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 01/27/81               1326               527
Bay                     01/26/81                823               570
Brevard                 10/30/91               3157              4267
Citrus                  01/28/81                570              1391
Columbia                01/27/81                461               435
Dixie                   01/23/81                 75               785
Flagler                 10/30/91                456              1267
Franklin                01/27/81                174               320
Gadsden                 01/26/81                282               356
Gilchrist               01/23/81                 87               484
Gulf                    01/26/81                 84               307
Hamilton                01/26/81                151                44
Hardee                  01/27/81                264               214
Herdando                01/26/81                476               916
Highlands               01/26/81                676                12
Hillsborough            01/26/81               3760              1223
Jefferson               01/26/81                104               658
Lafayette               01/27/81                 49               175
Lake                    01/27/81                717              2439
Leon                    01/30/81                983              1982
Levy                    01/26/81                169               716
Liberty                 01/26/81                 33               875
Madison                 01/27/81                121               535
Marion                  01/26/81               1051                47
Orange                  01/26/81               3167              2388
Osceola                 01/28/81                512                78
Pasco                   01/26/81               1108              1247
Pinellas                12/31/80               5128              1781
Polk                    01/27/81               1994               436
Seminole                01/27/81               1317               775
Sumter                  01/26/81                241               211
Suwanee                 01/27/81                209               696
Taylor                  01/26/81                161               461
Volusia                 01/26/81               2236              1396
Wakulla                 01/26/81                 79               837


                                      A-33



TWENTY-SEVENTH SUPPLEMENTAL INDENTURE DATED NOVEMBER 15, 1980

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 02/10/81               1328               880
Bay                     02/10/81                825               667
Brevard                 10/30/91               3157              4295
Citrus                  02/13/81                571              1236
Columbia                02/09/81                462               275
Dixie                   02/09/81                 76               147
Flagler                 10/30/91                456              1295
Franklin                02/11/81                174               590
Gadsden                 02/11/81                283               105
Gilchrist               02/13/81                 88               100
Gulf                    02/17/81                 84               561
Hamilton                02/11/81                151               256
Hardee                  02/11/81                264               618
Herdando                02/10/81                477               904
Highlands               02/11/81                677               519
Hillsborough            02/10/81               3766                35
Jefferson               02/12/81                105               318
Lafayette               02/10/81                 49               299
Lake                    02/10/81                718              2428
Leon                    02/18/81                985              1655
Levy                    02/12/81                170               567
Liberty                 02/12/81                 34                94
Madison                 02/11/81                122                47
Marion                  02/10/81               1052              1660
Orange                  02/11/81               3171              1797
Osceola                 02/13/81                514               336
Pasco                   02/10/81               1111               307
Pinellas                02/10/81               5147               951
Polk                    02/11/81               1997               527
Seminole                02/11/81               1319              1660
Sumter                  02/11/81                241               746
Suwanee                 02/11/81                210               652
Taylor                  02/11/81                161               793
Volusia                 02/10/81               2241               333
Wakulla                 02/11/81                 80               188


                                      A-34



TWENTY-EIGHTH SUPPLEMENTAL INDENTURE DATED MAY 1, 1981

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 06/08/81               1351               161
Bay                     07/20/81                853               623
Brevard                 10/30/91               3157              4321
Citrus                  06/08/81                578               919
Columbia                06/08/81                469               507
Dixie                   06/09/81                 78               172
Flagler                 10/30/91                456              1321
Franklin                06/10/81                178               166
Gadsden                 06/08/81                286              1847
Gilchrist               06/05/81                 90               526
Gulf                    06/09/81                 85               881
Hamilton                06/08/81                152               776
Hardee                  06/05/81                267               797
Herdando                06/05/81                484              1645
Highlands               06/05/81                689               338
Hillsborough            06/05/81               3814               700
Jefferson               06/09/81                107               352
Lafayette               06/05/81                 50               758
Lake                    06/08/81                727               209
Leon                    06/08/81                996              1780
Levy                    06/08/81                176                81
Liberty                 06/12/81                 34               859
Madison                 06/08/81                125               615
Marion                  06/05/81               1068              1824
Orange                  06/08/81               3199               783
Osceola                 06/09/81                532                 1
Pasco                   06/05/81               1132              1007
Pinellas                06/05/81               5201              1902
Polk                    06/12/81               2022               642
Seminole                06/08/81               1340               894
Sumter                  06/05/81                246               210
Suwanee                 06/05/81                217               153
Taylor                  06/09/81                165               536
Volusia                 06/05/81               2272              1296
Wakulla                 06/08/81                 82               500


                                      A-35



TWENTY-NINTH SUPPLEMENTAL INDENTURE DATED SEPTEMBER 1, 1982

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 10/06/82               1440               284
Bay                     10/08/82                912               523
Brevard                 10/30/91               3157              4348
Citrus                  10/07/82                604              1403
Columbia                10/06/82                498               260
Dixie                   10/07/82                 85                 2
Flagler                 10/30/91                456              1348
Franklin                10/11/82                191               239
Gadsden                 10/08/82                297               266
Gilchrist               10/07/82                 98               657
Gulf                    10/07/82                 91               125
Hamilton                10/06/82                159               396
Hardee                  10/07/82                281               339
Herdando                10/06/82                510              1386
Highlands               10/08/82                733               571
Hillsborough            10/06/82               4009               985
Jefferson               10/08/82                115               766
Lafayette               10/06/82                 55               163
Lake                    10/08/82                759               836
Leon                    10/07/82               1041                20
Levy                    10/06/82                198               511
Liberty                 10/07/82                 38               218
Madison                 10/07/82                136               685
Marion                  10/06/82               1128               717
Orange                  10/07/82               3316               738
Osceola                 10/11/82                606                68
Pasco                   10/06/82               1212              1279
Pinellas                10/07/82               5411              1407
Polk                    10/07/82               2110                93
Seminole                10/06/82               1416               535
Sumter                  10/06/82                263               631
Suwanee                 10/06/82                238               524
Taylor                  10/07/82                178               879
Volusia                 10/06/82               2391              1879
Wakulla                 10/07/82                 91               306


                                      A-36



THIRTIETH SUPPLEMENTAL INDENTURE DATED OCTOBER 1, 1982

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 12/02/82               1450                90
Bay                     12/06/82                916              1538
Brevard                 10/30/91               3157              4364
Citrus                  12/03/82                607              1034
Columbia                12/06/82                501               729
Dixie                   12/06/82                 86                49
Flagler                 10/30/91                456              1364
Franklin                12/07/82                192               448
Gadsden                 12/06/82                298               608
Gilchrist               12/03/82                100                18
Gulf                    12/07/82                 91               744
Hamilton                12/06/82                160               118
Hardee                  12/08/82                283                11
Herdando                12/03/82                513               992
Highlands               12/07/82                738               221
Hillsborough            12/03/82               4033               293
Jefferson               12/06/82                117                 9
Lafayette               12/06/82                 55               444
Lake                    12/03/82                763                19
Leon                    12/07/82               1047               812
Levy                    12/06/82                201               136
Liberty                 12/08/82                 38               547
Madison                 12/07/82                137               808
Marion                  12/07/82               1135              1015
Orange                  12/06/82               3330              2301
Osceola                 12/09/82                615               721
Pasco                   12/06/82               1222              1592
Pinellas                11/23/82               5434               229
Polk                    12/08/82               2121               118
Seminole                12/06/82               1425              1476
Sumter                  12/06/82                265               768
Suwanee                 12/07/82                240               699
Taylor                  12/06/82                180               189
Volusia                 12/06/82               2406               460
Wakulla                 12/06/82                 92               272


                                      A-37



THIRTY-FIRST SUPPLEMENTAL INDENTURE DATED NOVEMBER 1, 1991

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 12/05/91               1836              2215
Bay                     12/04/91               1347              1335
Brevard                 12/05/91               3165              1204
Citrus                  12/04/91                917               725
Columbia                12/04/91                753              1847
Dixie                   12/09/91                156                90
Flagler                 12/04/91                458              1266
Franklin                12/04/91                364                11
Gadsden                 12/04/91                386              1240
Gilchrist               12/09/91                182               573
Gulf                    12/04/91                148                72
Hamilton                12/04/91                294               236
Hardee                  12/04/91                420               322
Herdando                12/03/91                843              1139
Highlands               12/03/91               1161              1860
Hillsborough            12/04/91               6449              1412
Jefferson               12/04/91                225                39
Lafayette               12/05/91                 87               430
Lake                    12/04/91               1138              1083
Leon                    12/04/91               1530               452
Levy                    12/05/91                446               454
Liberty                 12/04/91                 68               508
Madison                 12/04/91                258               173
Marion                  12/04/91               1787               161
Orange                  12/06/91               4352                22
Osceola                 12/05/91               1042               587
Pasco                   12/03/91               2071               503
Pinellas                11/13/91               7731               740
Polk                    12/06/91               3041              1252
Seminole                12/05/91               2364              1942
Sumter                  12/03/91                443               254
Suwanee                 12/05/91                423               515
Taylor                  12/04/91                296               232
Volusia                 12/09/91               3712               968
Wakulla                 12/05/91                185               524


                                      A-38



THIRTY-SECOND SUPPLEMENTAL INDENTURE DATED DECEMBER 1, 1992

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 12/30/92               1888              2338
Bay                     12/30/92               1410                42
Brevard                 12/29/92               3256              2503
Citrus                  12/29/92                965               231
Columbia                12/30/92                769               532
Dixie                   12/30/92                165               484
Flagler                 12/30/92                480               212
Franklin                12/30/92                399                 1
Gadsden                 12/30/92                399              1762
Gilchrist               12/30/92                194               693
Gulf                    01/06/93                157               343
Hamilton                12/29/92                314               215
Hardee                  12/31/92                439               211
Herdando                12/29/92                894               688
Highlands               12/29/92               1200              1665
Hillsborough            12/30/92               6838               810
Jefferson               12/30/92                250               196
Lafayette               12/30/92                 92               129
Lake                    12/30/92               1203               323
Leon                    01/07/93               1611              2296
Levy                    12/29/92                479               312
Liberty                 12/30/92                 73               427
Madison                 12/30/92                292               205
Marion                  12/29/92               1888              1815
Orange                  12/30/92               4506              2985
Osceola                 12/31/92               1102              2325
Pasco                   12/29/92               3101               950
Pinellas                12/15/92               8120              1705
Polk                    12/31/92               3185               899
Seminole                12/29/92               2525              1408
Sumter                  12/29/92                471               468
Suwanee                 12/29/92                449               469
Taylor                  01/21/93                313               221
Volusia                 12/30/92               3797              1647
Wakulla                 12/31/92                204               765


                                      A-39



THIRTY-THIRD SUPPLEMENTAL INDENTURE DATED DECEMBER 1, 1992

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 12/30/92               1888              2426
Bay                     12/30/92               1410               130
Brevard                 12/29/92               3256              2592
Citrus                  12/29/92                965               319
Columbia                12/30/92                769               622
Dixie                   12/30/92                165               572
Flagler                 12/30/92                480               300
Franklin                12/30/92                399                89
Gadsden                 12/30/92                399              1850
Gilchrist               12/30/92                195                 1
Gulf                    01/06/93                157               431
Hamilton                12/29/92                315                 1
Hardee                  12/31/92                439               299
Herdando                12/29/92                894               776
Highlands               12/29/92               1200              1754
Hillsborough            12/30/92               6838               898
Jefferson               12/30/92                250               285
Lafayette               12/30/92                 92               217
Lake                    12/30/92               1203               411
Leon                    01/07/93               1611              2384
Levy                    12/29/92                479               400
Liberty                 12/30/92                 73               515
Madison                 12/30/92                292               293
Marion                  12/29/92               1888              1903
Orange                  12/30/92               4506              3073
Osceola                 12/31/92               1102              2413
Pasco                   12/29/92               3101              1038
Pinellas                12/15/92               8120              1795
Polk                    12/31/92               3185               987
Seminole                12/29/92               2525              1496
Sumter                  12/29/92                471               556
Suwanee                 12/29/92                449               595
Taylor                  01/21/93                313               309
Volusia                 12/30/92               3797              1735
Wakulla                 12/31/92                204               853


                                      A-40



THIRTY-FOURTH SUPPLEMENTAL INDENTURE DATED FEBRUARY 1, 1993

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 02/23/93               1895              1712
Bay                     02/22/93               1418              1202
Brevard                 02/22/93               3268              4928
Citrus                  03/03/93                972              1372
Columbia                02/23/93                771              1030
Dixie                   02/23/93                166               771
Flagler                 02/23/93                483                86
Franklin                02/23/93                404               209
Gadsden                 02/22/93                402               153
Gilchrist               02/22/93                196               612
Gulf                    02/22/93                158               636
Hamilton                02/22/93                317                37
Hardee                  02/26/93                442                29
Herdando                02/22/93                901              1009
Highlands               02/23/93               1206              1393
Hillsborough            02/23/93               6891               182
Jefferson               02/23/93                254               267
Lafayette               02/22/93                 92               788
Lake                    02/22/93               1211              1060
Leon                    02/23/93               1621                51
Levy                    02/22/93                484               459
Liberty                 02/22/93                 74               366
Madison                 02/22/93                297                50
Marion                  03/01/93               1902              1706
Orange                  03/01/93               4527              4174
Osceola                 02/23/93               1111              2070
Pasco                   03/01/93               3118              1205
Pinellas                02/09/93               8173               382
Polk                    02/22/93               3203              2186
Seminole                02/22/93               2547               765
Sumter                  02/22/93                475               750
Suwanee                 02/23/93                454                51
Taylor                  02/25/93                314               853
Volusia                 02/23/93               3808              3551
Wakulla                 02/23/93                207               396


                                      A-41



THIRTY-FIFTH SUPPLEMENTAL INDENTURE DATED MARCH 1, 1993

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 03/22/93               1898              2769
Bay                     03/23/93               1423               659
Brevard                 03/22/93               3275              3473
Citrus                  03/22/93                975                 1
Columbia                03/24/93                772              1536
Dixie                   03/23/93                167               499
Flagler                 03/23/93                484              1113
Franklin                03/22/93                407                47
Gadsden                 03/22/93                403                66
Gilchrist               03/22/93                197               704
Gulf                    03/22/93                159               388
Hamilton                03/22/93                320                 1
Hardee                  03/22/93                443               137
Herdando                03/22/93                905               480
Highlands               03/22/93               1210                47
Hillsborough            03/22/93               6917               972
Jefferson               03/24/93                257                40
Lafayette               03/23/93                 93               218
Lake                    03/23/93               1216              1165
Leon                    03/23/93               1626              1941
Levy                    03/23/93                487               375
Liberty                 03/22/93                 74               627
Madison                 03/22/93                299               211
Marion                  03/22/93               1910               738
Orange                  03/23/93               4539              2634
Osceola                 03/25/93               1115              2511
Pasco                   03/22/93               3129               149
Pinellas                03/10/93               8200              2030
Polk                    03/22/93               3214              1331
Seminole                03/22/93               2559              1330
Sumter                  03/22/93                478               191
Suwanee                 03/24/93                456                58
Taylor                  03/26/93                316               580
Volusia                 03/23/93               3814              4453
Wakulla                 03/22/93                208               563


                                      A-42



THIRTY-SIXTH SUPPLEMENTAL INDENTURE DATED JULY 1, 1993

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 08/06/93               1919              2335
Bay                     08/09/93               1447              1661
Brevard                 08/05/93               3312              2304
Citrus                  08/06/93                994               111
Columbia                08/09/93                778               736
Dixie                   08/10/93                171               595
Flagler                 08/06/93                493               183
Franklin                08/16/93                423                78
Gadsden                 08/06/93                407              1440
Gilchrist               08/06/93                202               372
Gulf                    08/06/93                162               831
Hamilton                08/06/93                326               301
Hardee                  08/06/93                450               623
Herdando                08/09/93                925              1936
Highlands               08/06/93               1225              1608
Hillsborough            08/05/93               7071               222
Jefferson               08/10/93                266               252
Lafayette               08/09/93                 95               394
Lake                    08/06/93               1241               430
Leon                    08/09/93               1660              1955
Levy                    08/06/93                500               395
Liberty                 08/06/93                 76               362
Madison                 08/06/93                312                20
Marion                  08/06/93               1948              1022
Orange                  08/09/93               4602               366
Osceola                 08/06/93               1138               832
Pasco                   08/05/93               3182               104
Pinellas                07/20/93               8342               522
Polk                    08/05/93               3268              1251
Seminole                08/09/93               2627               330
Sumter                  08/05/93                489               700
Suwanee                 08/09/93                467               488
Taylor                  08/06/93                323               490
Volusia                 08/06/93               3848              2752
Wakulla                 08/06/93                217               104


                                      A-43



THIRTY-SEVENTH SUPPLEMENTAL INDENTURE DATED DECEMBER 1, 1993

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 12/29/93               1942              1768
Bay                     12/29/93               1473              1090
Brevard                 12/28/93               3353              2186
Citrus                  12/29/93               1013              1791
Columbia                12/30/93                784              1174
Dixie                   01/04/94                175               744
Flagler                 12/30/93                503               269
Franklin                12/30/93                437                69
Gadsden                 12/29/93                412              1638
Gilchrist               01/03/94                207               597
Gulf                    12/29/93                166               710
Hamilton                12/29/93                334                78
Hardee                  12/28/93                458               139
Herdando                12/30/93                947              1037
Highlands               12/29/93               1241              1888
Hillsborough            12/29/93               7235              1829
Jefferson               12/30/93                276               231
Lafayette               12/29/93                 97               746
Lake                    12/29/93               1267              2229
Leon                    12/29/93               1698              1017
Levy                    12/30/93                512               733
Liberty                 12/29/93                 78               291
Madison                 12/29/93                324               302
Marion                  12/29/93               1990              1962
Orange                  12/29/93               4675              2208
Osceola                 12/30/93               1163              2641
Pasco                   12/29/93               3239               112
Pinellas                12/15/93               8502              2162
Polk                    12/28/93               3327               562
Seminole                12/28/93               2703               466
Sumter                  12/28/93                502               167*
Suwanee                 12/29/93                478               324
Taylor                  12/29/93                330               533
Volusia                 12/29/93               3885              2736
Wakulla                 12/30/93                224               727


- ------------------------
* Due to a scriveners error, the Thirty-Ninth and Fortieth Supplemental
Indentures to the Original Indenture erroneously indicated a page number of 157.

                                      A-44



THIRTY-EIGHTH SUPPLEMENTAL INDENTURE DATED JULY 25, 1994

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                 08/08/94               1975              2678
Bay                     08/08/94               1516               432
Brevard                 08/08/94               3412              3309
Citrus                  08/08/94               1044              2108
Columbia                08/08/94                794               188
Dixie                   08/11/94                183                 3
Flagler                 08/08/94                516              1458
Franklin                08/10/94                465                42
Gadsden                 08/09/94                422               570
Gilchrist               08/10/94                216               477
Gulf                    08/08/94                172               664
Hamilton                08/08/94                347               189
Hardee                  08/08/94                471               495
Herdando                09/06/94                983               887
Highlands               08/08/94               1267               791
Hillsborough            08/10/94               7485               745
Jefferson               08/09/94                298                22
Lafayette               08/09/94                101               626
Lake                    08/09/94               1311              1274
Leon                    08/08/94               1754               594
Levy                    08/08/94                533                45
Liberty                 08/09/94                 81               566
Madison                 08/08/94                348               172
Marion                  08/10/94               2060              1272
Orange                  08/09/94               4779              4850
Osceola                 08/08/94               1205              1060
Pasco                   08/08/94               3326              1162
Pinellas                07/25/94               8734              1574
Polk                    08/08/94               3423              2168
Seminole                08/08/94               2809               131
Sumter                  08/08/94                524               256
Suwanee                 08/08/94                500               170
Taylor                  08/09/94                342               576
Volusia                 08/11/94               3942              4371
Wakulla                 08/10/94                239               322


                                      A-45



THIRTY-NINTH SUPPLEMENTAL INDENTURE DATED JULY 1, 2001

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                        
Alachua                  7/16/01               2371              1703
Bay                      7/24/01               2052               225
Brevard                  7/24/01               4387               206
Citrus                   7/16/01               1440               322
Columbia                 7/24/01                931              1741
Dixie                    7/23/01                262                 1
Flagler                  7/24/01                758               320
Franklin                 7/26/01                671               542
Gadsden                  7/23/01                529               134
Gilcrest                 7/23/01               2001              3068
Gulf                     7/24/01                262               872
Hamilton                 7/23/01                504                59
Hardee                   7/23/01                614               764
Hernando                 7/16/01               1437               619
Highlands                7/16/01               1556              1380
Hillsborough             7/23/01              10952              1626
Jefferson                7/23/01                471               268
Lafayette                7/23/01                169               348
Lake                     7/16/01               1974              2275
Leon                     7/23/01               2530                74
Levy                     7/23/01                752               726
Liberty                  7/23/01                124               311
Madison                  7/24/01                587                48
Manatee                  7/23/01               1692              6974
Marion                   7/16/01               2987              1131
Orange                   7/16/01               6302              3365
Osceola                  7/16/01               1902              1112
Pasco                    7/16/01               4667                77
Pinellas                 7/13/01              11475              2488
Polk                     7/16/01               4751                 1
Seminole                 7/16/01               4128               170
Sumter                   7/16/01                894                40
Suwannee                 7/23/01                877                77
Taylor                   7/23/01                464               215
Volusia                  7/17/01               4714              4356
Wakulla                  7/23/01                414               599


                                      A-46



FORTIETH SUPPLEMENTAL INDENTURE DATED JULY 1, 2002

STATE OF FLORIDA



  County          Date of Recordation          Book              Page
- ------------      -------------------          ----              ----
                                                       
Alachua                  7/19/02               2486               439
Bay                      7/19/02               2164               520
Brevard                  7/01/01               4641              2591
Citrus                   7/19/02               1521                 2
Columbia                 7/19/02                958               500
Dixie                    7/19/02                277                 1
Flagler                  7/24/02                838               776
Franklin                 7/24/02                706                23
Gadsden                  7/19/02                548               415
Gilchrist*               7/19/02       Instrument Number 2002    3363
Gulf                     7/19/02                285               369
Hamilton                 7/19/02                530               143
Hardee                   7/19/02                630               147
Hernando                 7/19/02               1552               745
Highlands                7/19/02               1616              1919
Hillsborough             7/19/02              11790              0680
Jefferson                7/22/02               0492              0001
Lafayette                7/19/02                181               406
Lake                     7/22/02              02145              1576
Leon                     7/19/02              R2697             01718
Levy                     7/19/02                795               531
Liberty                  7/19/02                131               454
Madison                  7/19/02                627               171
Manatee                  7/19/02               1759               970
Marion                   7/19/02               3203              0458
Orange                   7/23/02               6573              5463
Osceola                  7/22/02               2082              1419
Pasco                    7/19/02               5012              1362
Pinellas                 7/26/02              12128              1700
Polk                     7/19/02               5064              0027
Seminole                 7/23/02               4468              0429
Sumter                   7/19/02                988               512
Suwannee                 7/19/02                948                 7
Taylor                   7/19/02                484               562
Volusia                  7/19/02               4898              2002
Wakulla                  7/22/02                450               344


- -------------------
* Gilchrist County utilizes an instrument number indexing system rather than a
book/page indexing system.

                                      A-47



                                    EXHIBIT B

                              PROPERTY DESCRIPTIONS

                                      B-1



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- -----------------------------------------------------------------------------------------
DOC
TYPE                GRANTOR                   SECTION     TOWNSHIP      RANGE      BOOK
- -----------------------------------------------------------------------------------------
                                                                    
TR       SEYMOUR, JERRY L., AND JOAN E.          29          19S          26E       2251
         SEYMOUR
- -----------------------------------------------------------------------------------------
TR       VAL COURSEY HOMES, INC.                 31          19S          26E       2251
- -----------------------------------------------------------------------------------------
TR       W.S.E.F., LLC                           21          19S          26E       2251
- -----------------------------------------------------------------------------------------
TR       RFCD PARTNERSHIP                        32          19S          26E       2246
- -----------------------------------------------------------------------------------------
TR       CAIRNES, ROBERT A., TRUSTEE         20; 29          19S          26E       2246
- -----------------------------------------------------------------------------------------
TR       LAKE COUNTY SCHOOL BOARD FKA THE        29          19S          26E       2246
         BOARD OF PUBLIC INSTRUCTION OF
         LAKE COUNTY
- -----------------------------------------------------------------------------------------
TR       HAWTHORNE PROPERTIES LAND TRUST         29          19S          26E       2246
- -----------------------------------------------------------------------------------------
TR       MILLER, PHILLIP A., AND REBA E.         22          23S          18E       1618
         MILLER REVOCABLE FAMILY TRUST,
         UDT 08/25/1993
- -----------------------------------------------------------------------------------------
TR       HERNANDO COUNTY DISTRICT SCHOOLS        15          23S          18E       1618
- -----------------------------------------------------------------------------------------
TR       WITHLACOOCHEE RIVER ELECTRIC            36          22S          18E       1614
         COOPERATIVE, INC., A FLORIDA
         CORPORATION
- -----------------------------------------------------------------------------------------
TR       ORANGE COUNTY, FLORIDA: BY BOARD        31          22S          28E       6734
         OF COUNTY COMMISSIONERS
- -----------------------------------------------------------------------------------------




- --------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE        RECORD DATE      COUNTY                     DESCRIPTION
- --------------------------------------------------------------------------------------------------
                                         
TR           811         30-Jan-03       LAKE        SW 1/4 OF SECTION 29; THROUGH A PORTION OF
                                                     BLOCK 78 MAP OF TAVARES, PB 1, PG 64, LAKE
                                                     COUNTY
- --------------------------------------------------------------------------------------------------
TR           819         30-Jan-03       LAKE        N 10' OF E 200' OF TRACT B IN MAGNOLIA RIDGE,
                                                     A SUBDIVISION IN THE CITY OF TAVARES,
                                                     RECORDED IN PB 41, PG 69, LAKE COUNTY
- --------------------------------------------------------------------------------------------------
TR           815         30-Jan-03       LAKE        A PARCEL COMMENCING AT THE W BOUNDARY OF THE
                                                     SW 1/4 CONTAINING 0.20 ACRES, LAKE COUNTY
- --------------------------------------------------------------------------------------------------
TR          1795         22-Jan-03       LAKE        PART OF THE NW 1/4 OF THE NW 1/4, LAKE COUNTY
- --------------------------------------------------------------------------------------------------
TR          1790         22-Jan-03       LAKE        STIRP OF LAND IN NORTHERLY PORTION OF NE 1/4
                                                     OF SECTION 29 AND S PORTION OF SE 1/4 OF
                                                     SECTION 20, LAKE COUNTY
- --------------------------------------------------------------------------------------------------
TR          1780         22-Jan-03       LAKE        STRIP LOCATED IN NE 1/4 OF SECTION 29 ALONG
                                                     HWY 441 ROW, LAKE COUNTY
- --------------------------------------------------------------------------------------------------
TR          1784         22-Jan-03       LAKE        STRIP OF LAND (2 PARCELS) IN NE 1/4 OF
                                                     SECTION 29 CONTAINING 0.07 ACRES AND 0.0037
                                                     ACRES MOL RESPECTIVELY, LAKE COUNTY
- --------------------------------------------------------------------------------------------------
TR          1406         21-Jan-03       HERNANDO    PORTION OF LOT 3, BLOCK 1, HOLLAND SPRING
                                                     INDUSTRIAL PARK, UNIT 1, PB 19, PGS 50 & 51,
                                                     HERNANDO COUNTY
- --------------------------------------------------------------------------------------------------
TR          1411         21-Jan-03       HERNANDO    20 ACRES IN NE 1/4 OF NE 1/4 OF SECTION 15,
                                                     HERNANDO COUNTY
- --------------------------------------------------------------------------------------------------
TR           409          8-Jan-03       HERNANDO    S 1/2 OF LOT 42, POTTERFIELD GARDEN ACRES
                                                     SECTION J, HERNANDO COUNTY
- --------------------------------------------------------------------------------------------------
TR          2696          7-Jan-03       ORANGE      NW 1/4 OF THE SW 1/4 OF SECTION 31, ORANGE
                                                     COUNTY
- --------------------------------------------------------------------------------------------------


                                                                         1 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- -----------------------------------------------------------------------------------------
DOC
TYPE               GRANTOR                    SECTION     TOWNSHIP      RANGE       BOOK
- -----------------------------------------------------------------------------------------
                                                                     
TR       CENTURY - FAIRFIELD VILLAGE OF          04          16S          21E       3310
         OCALA
- -----------------------------------------------------------------------------------------
TR       NADER DEVELOPMENT, LLC              32; 33          15S          21E       3310
- -----------------------------------------------------------------------------------------
TR       OCALA MERCHANDISE LIQUIDATORS,          32          15S          21E       3310
         INC.
- -----------------------------------------------------------------------------------------
TR       HILLOCKS, WINFRED                       18          17S          21E       3310
- -----------------------------------------------------------------------------------------
TR       SMITH, PATRICIA                         18          17S          21E       3310
- -----------------------------------------------------------------------------------------
TR       MARKRT, PAVEL                           18          17S          21E       3310
- -----------------------------------------------------------------------------------------
TR       TABORDA, HECTOR AND LUZ MARINA          06          17S          21E       3310
         TABORDA
- -----------------------------------------------------------------------------------------
TR       STERLING, SEYMOUR                       06          17S          21E       3310
- -----------------------------------------------------------------------------------------
TR       STEINRUCK, REX M., AND RUTH E.          06          17S          21E       3310
         STEINRUCK
- -----------------------------------------------------------------------------------------
TR       WILSON, DOROTHY G.                      32          19S          26E       2229
- -----------------------------------------------------------------------------------------
TR       SILCOTT, LOUISE                         32          19S          26E       2229
- -----------------------------------------------------------------------------------------
TR       KELLER, THEODORE AND RITA C.            32          19S          26E       2229
         KELLER
- -----------------------------------------------------------------------------------------
TR       DURDEN, LARRY                       29; 32          19S          26E       2229
- -----------------------------------------------------------------------------------------




- ----------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE        RECORD DATE      COUNTY                     DESCRIPTION
- ----------------------------------------------------------------------------------------------------
                                         
TR          1966         27-Dec-02       MARION      THE W 10' OF W 1/4 OF SECTION 4, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1970         27-Dec-02       MARION      PART OF SW 1/4 OF SW 1/4 OF SECTION 33; PART
                                                     OF SE 1/4 OF SE 1/4 OF SECTION 32, MARION
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1968         27-Dec-02       MARION      SE CORNER OF 3.75 ACRE PARCEL IN SE 1/4 OF SE
                                                     1/4, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1972         27-Dec-02       MARION      E OF LOT 45. BLOCK 1384, OF MARION OAKS UNIT
                                                     11, PB O, PGS 214 - 224, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1980         27-Dec-02       MARION      E OF LOT 40, BLOCK 1384, OF MARION OAKS UNIT
                                                     11, PB O, PGS 214 - 224, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1982         27-Dec-02       MARION      E OF LOT 32, BLOCK 1384, OF MARION OAKS UNIT
                                                     11, PB O, PGS 214 - 224, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1978         27-Dec-02       MARION      W OF LOT 4, BLOCK 922, OF MARION OAKS UNIT
                                                     10, PB O, PGS 194 - 213, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1976         27-Dec-02       MARION      W OF LOT 3, BLOCK 922, OF MARION OAKS UNIT
                                                     10, PB O, PGS 194 - 213, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1974         27-Dec-02       MARION      W OF LOT 1, BLOCK 916, OF MARION OAKS UNIT
                                                     10, PB O, PGS 194 - 213, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR           947         21-Dec-02       LAKE        LOT 23 IN LES CHATEAU VILLA MOBILE HOME PARK,
                                                     RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR           949         21-Dec-02       LAKE        LOT 25 IN LES CHATEAU VILLA MOBILE HOME PARK,
                                                     RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR           951         21-Dec-02       LAKE        LOT 27 IN LES CHATEAU VILLA MOBILE HOME PARK,
                                                     RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR           953         21-Dec-02       LAKE        LOT 13 IN LES CHATEAU VILLA MOBILE HOME PARK,
                                                     RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------


                                                                         2 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- ------------------------------------------------------------------------------------------
DOC
TYPE                  GRANTOR                 SECTION     TOWNSHIP      RANGE       BOOK
- ------------------------------------------------------------------------------------------
                                                                     
TR       DUNFEE, WILLIAM AND D. MAXINE       29; 32          19S          26E       2229
         DUNFEE
- ------------------------------------------------------------------------------------------
TR       ROSS, JAMES D., AND CAROLYN ROSS        32          19S          26E       2229
- ------------------------------------------------------------------------------------------
TR       RADNOTHY ORTHOPAEDICS P. A.             21          19S          26E       2229
- ------------------------------------------------------------------------------------------
TR       TWEEN WATERS, INC.                      29          19S          26E       2229
- ------------------------------------------------------------------------------------------
TR       REESE, DAVID; SHIRLEY REESE;            32          19S          26E       2229
         PATRICK R. REESE
- ------------------------------------------------------------------------------------------
TR       MI CHAMARRA INC.                        30          19S          26E       2229
- ------------------------------------------------------------------------------------------
TR       REINKING, JAMES R., AND NANCY E.        21          19S          26E       2229
         REINKING
- ------------------------------------------------------------------------------------------
TR       DIP-A-DEE DONUTS, INC.                  29          19S          26E       2229
- ------------------------------------------------------------------------------------------
TR       CHURCH OF GOD                           29          19S          26E       2229
- ------------------------------------------------------------------------------------------
TR       AMMAN, RICHARD D. AND DEBRA L.          31          19S          26E       2229
         AMMAN
- ------------------------------------------------------------------------------------------
TR       NOONAN, JOSEPH J.                       32          19S          26E       2229
- ------------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE         RECORD DATE     COUNTY                     DESCRIPTION
- ---------------------------------------------------------------------------------------------------
                                         
TR          941          21-Dec-02       LAKE        LOT 12 IN LES CHATEAU VILLA MOBILE HOME PARK,
                                                     RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE
                                                     COUNTY
- ---------------------------------------------------------------------------------------------------
TR          945          21-Dec-02       LAKE        LOT 21 IN LES CHATEAU VILLA MOBILE HOME PARK,
                                                     RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE
                                                     COUNTY
- ---------------------------------------------------------------------------------------------------
TR          959          21-Dec-02       LAKE        NE CORNER OF SE 1/4 OF SECTION 21, THROUGH A
                                                     PORTION OF LOTS 4-8 AND TRACT A, LAKE VIEW
                                                     CENTER, PHASE 1, RECORDED IN PB 38, PGS
                                                     81-83, LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
TR          970          21-Dec-02       LAKE        S LINE OF THE SW 1/4 OF SECTION 29, THROUGH A
                                                     PORTION OF BLOCK 77, PB 1, PG 64, LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
TR          978          21-Dec-02       LAKE        N LINE OF THE NW 1/4 OF SECTION 32, THROUGH A
                                                     PORTION OF LOT 14, LES CHATEAU VILLA, MOBILE
                                                     HOME PARK, CONDOMINIUM BK 2, PG 62, LAKE
                                                     COUNTY
- ---------------------------------------------------------------------------------------------------
TR          986          21-Dec-02       LAKE        SW CORNER OF SW 1/4 OF SE 1/4 OF SECTION 30,
                                                     LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
TR          982          21-Dec-02       LAKE        NE CORNER OF SE 1/4 OF SECTION 21, LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
TR          974          21-Dec-02       LAKE        N LINE OF THE NE 1/4 OF SECTION 29, THROUGH A
                                                     PORTION OF LOT 4, BLOCK F, LAKEWOOD PARK
                                                     ADDITION TO THE CITY OF TAVARES PB 10, PG 1,
                                                     LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
TR          965          21-Dec-02       LAKE        NE 1/4 SECTION 29 THROUGH A PORTION OF BLOCK
                                                     107, PB 1, PG 64, LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
TR          955          21-Dec-02       LAKE        LOTS 1 AND 2, CYPRESS GROVE, RECORDED IN PB
                                                     26, PG 67, LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
TR          943          21-Dec-02       LAKE        LOT 19 IN LES CHATEAU VILLA MOBILE HOME PARK,
                                                     RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE
                                                     COUNTY
- ---------------------------------------------------------------------------------------------------


                                                                         3 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- ------------------------------------------------------------------------------------------
DOC
TYPE                 GRANTOR                 SECTION      TOWNSHIP       RANGE      BOOK
- ------------------------------------------------------------------------------------------
                                                                     
TR          LES CHATEAU VILLA HOMEOWNERS,    29; 32          19S          26E       2229
            INC.
- ------------------------------------------------------------------------------------------
TR          WING, CHESTER JAMES AND              32          19S          26E       2229
            MARGARET ELLEN WING
- ------------------------------------------------------------------------------------------
TR          US RETAIL INCOME FUND VI LP, A       15          23S          18E       1607
            DELAWARE CORPORATION; BY BVT
            INSTITUTIONAL INVESTMENTS, INC.
- ------------------------------------------------------------------------------------------
TR          WALGREEN CO.                     15; 22          23S          18E       1607
- ------------------------------------------------------------------------------------------
TR          GULFSTREAM NATURAL GAS SYSTEM,       30          31S          25E       5207
            LLC, A DELAWARE LIMITED
            LIABILITY COMPANY
- ------------------------------------------------------------------------------------------
TR          BRASSWELL, THOMAS R.                 09          23S          18E       1607
- ------------------------------------------------------------------------------------------
TR          LUCENT TECHNOLOGIES, INC., FKA       33          23S          29E       6710
            NS - MPG, INC.
- ------------------------------------------------------------------------------------------
TR          SHUBERT JR., FRANCIS E., AND         04          16S          21E       3289
            MANDI T. SHUBERT
- ------------------------------------------------------------------------------------------
TR          HAMEL, ROBERT L. AND JEANNE R.       31          19S          26E       2214
            HAMEL
- ------------------------------------------------------------------------------------------
TR          SANTI DEVELOPMENT CORPORATION        21          19S          26E       2214
- ------------------------------------------------------------------------------------------
TR          LAKE COUNTY SHRINE CLUB, INC.        29          19S          26E       2214
- ------------------------------------------------------------------------------------------
TR          HAMEL, ROBERT L.;  JEANNE R.         31          19S          26E       2214
            HAMEL; HELENA D. HAMEL
- ------------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE        RECORD DATE      COUNTY                     DESCRIPTION
- ---------------------------------------------------------------------------------------------------
                                         
TR           939         21-Dec-02       LAKE        THE AREA KNOWN AS COMMON ELEMENT IN LES
                                                     CHATEAU VILLA MOBILE HOME PARK, RECORDED IN
                                                     CONDOMINIUM BK 2, PGS 62-65, LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
TR           937         21-Dec-02       LAKE        LOT 28 IN LES CHATEAU VILLA MOBILE HOME PARK,
                                                     RECORDED IN CONDOMINIUM BK 2, PGS 62-65, LAKE
                                                     COUNTY
- ---------------------------------------------------------------------------------------------------
TR          1410         20-Dec-02       HERNANDO    A PORTION OF LOT 4, AND A PORTION OF THE
                                                     DRAINAGE RETENTION AREA, HOLLAND SPRING
                                                     COMMERCIAL SUBDIVISION, PB 31, PGS 27 & 28,
                                                     HERNANDO COUNTY;
- ---------------------------------------------------------------------------------------------------
TR          1420         20-Dec-02       HERNANDO    A PORTION OF LOT 1, BLOCK 1, HOLLAND SPRING
                                                     INDUSTRIAL PARK, UNIT 1, PB 19, PGS 50 & 51,
                                                     HERNANDO COUNTY
- ---------------------------------------------------------------------------------------------------
TR           431         20-Dec-02       POLK        PART OF THE S 1/4 OF THE SW 1/4 OF SECTION
                                                     30, POLK COUNTY
- ---------------------------------------------------------------------------------------------------
TR          1416         20-Dec-02       HERNANDO    A PORTION OF LOT 5, BLOCK 3, VILLAGE VAN
                                                     GOGH, PB 24, PGS 6 & 7, HERNANDO COUNTY;
- ---------------------------------------------------------------------------------------------------
TR          1727         19-Dec-02       ORANGE      FROM THE SW CORNER OF THE SW 1/4 OF SECTION
                                                     33, ORANGE COUNTY
- ---------------------------------------------------------------------------------------------------
TR           921          3-Dec-02       MARION      THE W 10' OF LOT 24, BLOCK 3, BAHAI OAKS,
                                                     UNIT 1, PB L, PG 65, MARION COUNTY
- ---------------------------------------------------------------------------------------------------
TR          2382         27-Nov-02       LAKE        KRIZ PLAZA LOT 2, PB 18, PG 3, LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
TR          2372         27-Nov-02       LAKE        PART OF NW 1/4 OF SE 1/4 CONTAINING 469
                                                     SQUARE FEET, LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
TR          2376         27-Nov-02       LAKE        TAVARES IMPROVEMENT CO. SUBDIVISION, LOTS A,
                                                     B, C BLOCK 67, LOTS E, F, BLOCK 66, PB 4, PG
                                                     29, LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
TR          2387         27-Nov-02       LAKE        CYPRESS GROVE LOTS 2, 3 & 4 PB 26, PG 67,
                                                     LAKE COUNTY
- ---------------------------------------------------------------------------------------------------


                                                                         4 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- -----------------------------------------------------------------------------------------
DOC
TYPE                  GRANTOR                 SECTION     TOWNSHIP      RANGE       BOOK
- -----------------------------------------------------------------------------------------
                                                                     
TR          TALQUIN ELECTRIC COOPERATIVE,        34          03N          03W        555
            INC.
- -----------------------------------------------------------------------------------------
TR          SCARBOROUGH/SEMBLER JOINT            10          23S          18E       1595
            VENTURE II; SCARBOROUGH
            CONSTRUCTORS, INC., GENERAL
            PARTNER
- -----------------------------------------------------------------------------------------
TR          HUTCHESON, JUANITA L., AND BILLY     29          19S          26E       2197
            RAY HUTCHESON
- -----------------------------------------------------------------------------------------
TR          HOFFMAN, RHONDA H., TRUSTEE          21          19S          26E       2197
- -----------------------------------------------------------------------------------------
TR          BONADUCE, ARMANDO D., TRUSTEE        21          19S          26E       2197
- -----------------------------------------------------------------------------------------
TR          BAKER GROVES, INC.                   21          19S          26E       2197
- -----------------------------------------------------------------------------------------
TR          HOFFMAN, WAYNE A., AND RHONDA H.     06          20S          26E       2197
            HOFFMAN
- -----------------------------------------------------------------------------------------
TR          VAN ECKELEN, EMANUEL R.              10          23S          18E       1586
- -----------------------------------------------------------------------------------------
TR          FONTANE, JAIME                       13          17S          20E       3258
- -----------------------------------------------------------------------------------------
TR          DELTONA CORPORATION                  07          17S          21E       3257
- -----------------------------------------------------------------------------------------
TR          PLATT, MARION R.                     04          16S          21E       3254
- -----------------------------------------------------------------------------------------
TR          FRIEDMAN, CHARLAINE                  04          16S          21E       3254
- -----------------------------------------------------------------------------------------
TR          HERRICK, GORDON AND ELIZABETH        04          16S          21E       3254
            HERRICK
- -----------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE        RECORD DATE      COUNTY                     DESCRIPTION
- ----------------------------------------------------------------------------------------------------
                                         
TR           401         20-Nov-02       GADSDEN     BEGIN AT A POINT 981.5' W OF THE SE CORNER OF
                                                     THE SW 1/4 OF SECTION 34, GADSDEN COUNTY
- ----------------------------------------------------------------------------------------------------
TR           281         18-Nov-02       HERNANDO    TRACT D OF SILVERTHORN PHASE 1, PB 28, PGS 36
                                                     THROUGH 42, HERNANDO COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1220         28-Oct-02       LAKE        COMMENCE AT THE INTERSECTION OF THE S LINE OF
                                                     THE SW 1/4 OF SECTION 29, LAKE COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1224         28-Oct-02       LAKE        PART OF NW 1/4 OF SE 1/4, LAKE COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1194         28-Oct-02       LAKE        PART OF NE 1/4 OF SE 1/4LAKE COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1198         28-Oct-02       LAKE        PART OF NE 1/4 OF SE 1/4, LAKE COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1228         28-Oct-02       LAKE        PART OF NW 1/4 OF NE 1/4, LAKE COUNTY
- ----------------------------------------------------------------------------------------------------
TR           477         24-Oct-02       HERNANDO    THE S 10' OF LOT 3, BLOCK 3, VILLAGE VAN
                                                     GOGH, PB 24, PGS 6 & 7, HERNANDO COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1394         17-Oct-02       MARION      THE E 10' OF THE E 1/2 OF THE NE 1/4 OF THE
                                                     SE 1/4 OF THE NE 1/4 OF THE SW 1/4 OF SECTION
                                                     13, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR           581         15-Oct-02       MARION      LOT 16, BLOCK 1390, TOGETHER WITH LOTS 1 &
                                                     12, BLOCK 1389, MARION OAKS ELEVEN, PB O, PGS
                                                     214 - 224, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR           378         11-Oct-02       MARION      THE W 10' OF LOT 9 BLOCK 9, BAHAI OAKS, UNIT
                                                     2 PB L, PG 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR           380         11-Oct-02       MARION      THE W 10' OF LOT 23 BLOCK 10, BAHAI OAKS,
                                                     UNIT 2, PB L, PG 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR           382         11-Oct-02       MARION      THE W 10' OF LOT 14 BLOCK 10, BAHAI OAKS,
                                                     UNIT 2, PB L, PG 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------


                                                                         5 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- -----------------------------------------------------------------------------------------
DOC
TYPE                 GRANTOR                 SECTION      TOWNSHIP      RANGE       BOOK
- -----------------------------------------------------------------------------------------
                                                                     
TR          MAKAREWICZ, CONRAD M.; HELEN         09          16S          21E       3254
            KELLY AND FREDERICK KELLY
- -----------------------------------------------------------------------------------------
TR          EHLER DEVELOPMENT COMPANY, INC       31          19S          26E       2188
- -----------------------------------------------------------------------------------------
TR          MEADOWS, JOHN W., AND MARY B.        30          19S          26E       2188
            MEADOWS
- -----------------------------------------------------------------------------------------
TR          EAGLES NEST ESTATES INC.         30; 31          19S          26E       2188
- -----------------------------------------------------------------------------------------
TR          POTTS, LOUIS F.                      09          23S          18E       1581
- -----------------------------------------------------------------------------------------
TR          ALLEN - KADRI, JEANETTE, AKA         09          23S          18E       1581
            JEANETTE KADRI
- -----------------------------------------------------------------------------------------
TR          DELGADO - ROBINSON, IRMA             09          23S          18E       1581
- -----------------------------------------------------------------------------------------
TR          SILVA, CANDIDO AND BEVERLY R.        31          19S          26E       2185
            SILVA
- -----------------------------------------------------------------------------------------
TR          SENTURK, SADUN AND SHERRIE J.        31          19S          26E       2185
            SENTURK
- -----------------------------------------------------------------------------------------
TR          COFFEY KERMIT AND GALENA C.          04          16S          21E       3242
            COFFEY
- -----------------------------------------------------------------------------------------
TR          NADER DEVELOPMENT LLC            32; 33          15S          21E       3242
- -----------------------------------------------------------------------------------------
TR          LANOZA, MARY ANN AND LORRAINE        13          17S          20E       3242
            LANOZA
- -----------------------------------------------------------------------------------------
TR          ALVAREZ, MANUEL A.                   04          16S          21E       3242
- -----------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE        RECORD DATE      COUNTY                    DESCRIPTION
- ----------------------------------------------------------------------------------------------------
                                         
TR           384         11-Oct-02       MARION      THE W 10' OF LOT 3 BLOCK 9, BAHAI OAKS, UNIT
                                                     2, PB L, PG 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR           106         10-Oct-02       LAKE        PART OF NE 1/4 OF NE 1/4, LAKE COUNTY
- ----------------------------------------------------------------------------------------------------
TR            94         10-Oct-02       LAKE        PART OF SE 1/4 OF SW 1/4 OF SECTION 30, LAKE
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR           101         10-Oct-02       LAKE        PART OF SW 1/4 OF SE 1/4 OF SECTION 30; PART
                                                     OF NW 1/4 OF NE 1/4 OF SECTION 31, LAKE COUNTY
- ----------------------------------------------------------------------------------------------------
TR           604         9-Oct-02        HERNANDO    THE S 10' OF LOT 7, BLOCK 3, VILLAGE VAN
                                                     GOGH, PB 24, PGS 6 & 7, HERNANDO COUNTY
- ----------------------------------------------------------------------------------------------------
TR           608         9-Oct-02        HERNANDO    THE S 10' OF LOT 1, BLOCK 6, VILLAGE VAN
                                                     GOGH, PB 24, PGS 6 & 7, HERNANDO COUNTY
- ----------------------------------------------------------------------------------------------------
TR           612         9-Oct-02        HERNANDO    THE S 10' OF LOT 2, BLOCK 3, VILLAGE VAN
                                                     GOGH, PB 24, PGS 6 & 7, HERNANDO COUNTY
- ----------------------------------------------------------------------------------------------------
TR          2108         7-Oct-02        LAKE        PART OF NE 1/4 OF NE 1/4 OF SECTION 31, LAKE
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR          2103         7-Oct-02        LAKE        PART OF NE 1/4 OF NE 1/4 OF SECTION 31, LAKE
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1037         20-Sep-02       MARION      THE W 10' OF LOT 4, BLOCK 9, BAHAI OAKS, UNIT
                                                     2, PB L, PG 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1039         20-Sep-02       MARION      THE E 10' OF THE S 242' OF THE N 1/2 OF THE
                                                     SW 1/4 OF SECTION 33 LYING W OF SW 60TH
                                                     AVENUE AND PART OF E 1/2 OF SE 1/4 OF SE 1/4
                                                     OF SECTION 32 LYING W OF 60TH AVENUE, WITH
                                                     EXCEPTION OF N 356.5', MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1041         20-Sep-02       MARION      E'RLY 10' OF LOT 304 OF FLORIDA HIGHLANDS,
                                                     DESCRIBED AS THE E 1/2 OF SE 1/4 OF NE 1/4 OF
                                                     NE 1/4 OF SW 1/4, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1030         20-Sep-02       MARION      THE W 10' OF LOT 1, BLOCK 3, BAHAI OAKS, UNIT
                                                     1, PB L, PG 65, MARION COUNTY
- ----------------------------------------------------------------------------------------------------


                                                                         6 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- ----------------------------------------------------------------------------------------
DOC
TYPE                  GRANTOR                 SECTION     TOWNSHIP      RANGE       BOOK
- ----------------------------------------------------------------------------------------
                                                                     
TR          FIELDS, RAYMOND C., AND IRIS L.       04         16S          21E       3242
            FIELDS
- -----------------------------------------------------------------------------------------
TR          OCALA MERCHANDISE LIQUIDATORS,        32         15S          21E       3242
            INC.
- -----------------------------------------------------------------------------------------
TR          CITY OF LEESBURG, A FLORIDA           08         20S          26E       2174
            MUNICIPAL CORPORATION
- -----------------------------------------------------------------------------------------
TR          SUMTER ELECTRIC COOPERATIVE,          30         19S          26E       2174
            INC. A FLORIDA CORPORATION
- -----------------------------------------------------------------------------------------
TR          SUMTER ELECTRIC COOPERATIVE,          08         20S          26E       2174
            INC., A FLORIDA CORPORATION
- -----------------------------------------------------------------------------------------
TR          ROSEWOOD CONDOMINIUM HOMEOWNERS       31         19S          26E       2174
            ASSOCIATION, INC.
- -----------------------------------------------------------------------------------------
TR          CENTRAL FLORIDA ELECTRIC              13         08S          14E       2002
            COOPERATIVE, INC.
- -----------------------------------------------------------------------------------------
TR          CENTRAL FLORIDA ELECTRIC          02; 11         10S          16E       2002
            COOPERATIVE, INC.
- -----------------------------------------------------------------------------------------
TR          OEHLERKING ASSOCIATES, A FLORIDA      35         16S          20E       3240
            GENERAL PARTNERSHIP
- -----------------------------------------------------------------------------------------
TR          HOMELAND CEMETERY ASSOCIATION,        33         30S          25E       5097
            INCORPORATED, FKA BETHEL
            CEMETERY OF HOMELAND, FLORIDA
- -----------------------------------------------------------------------------------------
TR          SMITH, ROBERT G., AND SHIRLEY A.      04         16S          21E       3224
            SMITH
- -----------------------------------------------------------------------------------------
TR          DESPAIN, CYNTHIA M.                   04         16S          21E       3224
- -----------------------------------------------------------------------------------------
TR          DEUEL, GEORGE M.                      04         16S          21E       3224
- -----------------------------------------------------------------------------------------




- ----------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE         RECORD DATE     COUNTY                     DESCRIPTION
- ----------------------------------------------------------------------------------------------------
                                         
TR          1035         20-Sep-02       MARION      THE W 10' OF LOT 15, BLOCK 10, BAHAI OAKS,
                                                     UNIT 2, PB L, PG 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1032         20-Sep-02       MARION      THE E 10' OF 3.75 ACRE PARCEL OF LAND IN THE
                                                     SE 1/4 OF SE 1/4 OF SECTION 32, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          2312         18-Sep-02       LAKE        NORTH 1/2 OF THE NE 1/4, LAKE COUNTY
- ----------------------------------------------------------------------------------------------------
TR          2322         18-Sep-02       LAKE        PART OF SW 1/4 OF SW 1/4, LAKE COUNTY
- ----------------------------------------------------------------------------------------------------
TR          2318         18-Sep-02       LAKE        PART OF NE 1/4 OF NE 1/4, LAKE COUNTY
- ----------------------------------------------------------------------------------------------------
TR          2317         18-Sep-02       LAKE        PART OF E 1/4 OF W 1/2 OF NW 1/4, LAKE COUNTY
- ----------------------------------------------------------------------------------------------------
TR          4374         17-Sep-02       GILCHRIST   PART OF THE NE 1/4, GILCHRIST COUNTY
- ----------------------------------------------------------------------------------------------------
TR          4372         17-Sep-02       GILCHRIST   PART OF NW 1/4 OF NW 1/4, SECTION 11 AND PART
                                                     OF SW 1/4 OF SW 1/4, SECTION 2, GILCHRIST
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR           375         17-Sep-02       MARION      A PORTION OF PROPERTY IN SECTION 35, TOWNSHIP
                                                     16S, RANGE 20E. SEE IMAGE FOR FULL
                                                     DESCRIPTION. MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1331         28-Aug-02       POLK        COMMENCE AT THE SE CORNER OF THE SE 1/4 OF
                                                     THE SE 1/4 OF THE SW 1/4 OF SECTION 33, POLK
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1644         23-Aug-02       MARION      W 10' OF LOT 12, BLOCK 10, OF BAHAI OAKS,
                                                     UNIT 2 PB L, PG 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1642         23-Aug-02       MARION      W 10' OF LOT 18, BLOCK 10, OF BAHAI OAKS,
                                                     UNIT 2, PB L, PG 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1638         23-Aug-02       MARION      W 10' OF LOT 17, BLOCK 10, OF BAHAI OAKS,
                                                     UNIT 2, PB L, PG 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------


                                                                         7 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- -----------------------------------------------------------------------------------------
DOC
TYPE                 GRANTOR                  SECTION     TOWNSHIP      RANGE       BOOK
- -----------------------------------------------------------------------------------------
                                                                     
TR          OAK RUN ASSOCIATES, LTD              36          16S          20E       3224
- -----------------------------------------------------------------------------------------
TR          WRIGHT, JOHN                         04          16S          21E       3224
- -----------------------------------------------------------------------------------------
TR          VANCE, BERNICE W.                    04          16S          21E       3224
- -----------------------------------------------------------------------------------------
TR          WITHLACOOCHEE RIVER ELECTRIC         08          22S          18E       1563
            COOPERATIVE, INC., A FLORIDA
            CORPORATION
- -----------------------------------------------------------------------------------------
TR          SUWANNEE VALLEY ELECTRIC CO-OP,      17          06S          15E        954
            INC.
- -----------------------------------------------------------------------------------------
TR          WITHLACOOCHEE RIVER ELECTRIC         13          25S          16E       5043
            COOPERATIVE, INC., A FLORIDA
            CORPORATION
- -----------------------------------------------------------------------------------------
TR          BOWEN, GILBERT                       21          30S          26E       5084
- -----------------------------------------------------------------------------------------
TR          CAMPBELL, ARCHIBALD D., AND          30          30S          26E       5082
            WANDA K. CAMPBELL
- -----------------------------------------------------------------------------------------
TR          CAMPBELL, ARCHIBALD D., AND          30          30S          26E       5082
            WANDA K. CAMPBELL
- -----------------------------------------------------------------------------------------
TR          CAMPBELL, ARCHIBALD D., AND          30          30S          26E       5082
            WANDA K. CAMPBELL
- -----------------------------------------------------------------------------------------
TR          METZ, LOIS O.                        04          16S          21E       3215
- -----------------------------------------------------------------------------------------




- ----------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE        RECORD DATE      COUNTY                     DESCRIPTION
- ----------------------------------------------------------------------------------------------------
                                         
TR          1646         23-Aug-02       MARION      S'RLY 10' OF TRACT C, OAK RUN NEIGHBORHOOD
                                                     9B, PB 1, PG 64; S'RLY 10' OF TRACTS A, B,
                                                     C, OAK RUN NEIGHBORHOOD 8A, PB 1, PG 64;
                                                     S'RLY 10' OF TRACT E, OAK RUN NEIGHBORHOOD
                                                     8A, PB 1, PG 64; S'RLY 10' OF THE W'RLY 350'
                                                     OF THE E'RLY 400' OF THE NE 1/4 OF MARION
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1636         23-Aug-02       MARION      W 10' OF LOT 10, BLOCK 10, OF BAHAI OAKS,
                                                     UNIT 2, PB L, PG 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1640         23-Aug-02       MARION      W 10' OF LOT 26, BLOCK 2, OF BAHAI OAKS, UNIT
                                                     1, PB L, PG 65, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1211         22-Aug-02       HERNANDO    MELANIE HEIGHTS SE CORNER OF LOT 16 BLOCK A,
                                                     HERNANDO COUNTY
- ----------------------------------------------------------------------------------------------------
TR           273         22-Aug-02       SUWANNEE    THE E 70' OF THE S 160', A PART OF THE NE 1/4
                                                     OF SE 1/4 OF SW 1/4, SUWANNEE COUNTY
- ----------------------------------------------------------------------------------------------------
TR            23         21-Aug-02       PASCO       OSCEOLA HEIGHTS, TRACT 147, PASCO COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1935         13-Aug-02       POLK        THE W 1/2 OF THE SW 1/4 OF THE NW 1/4, POLK
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR           377          9-Aug-02       POLK        THE N 1/2 OF THE N 1/2 OF THE NW 1/4 OF THE
                                                     NW 1/4, POLK COUNTY
- ----------------------------------------------------------------------------------------------------
TR           373          9-Aug-02       POLK        THE N 1/2 OF THE N 1/2 OF THE SW 1/4 OF THE
                                                     NW 1/4, POLK COUNTY
- ----------------------------------------------------------------------------------------------------
TR           381          9-Aug-02       POLK        THE S 1/2 OF THE N 1/2 OF THE SW 1/4 OF THE
                                                     NW 1/4, POLK COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1025          8-Aug-02       MARION      THE W 10' OF LOT 21, BLOCK 10 OF BAHAI OAKS,
                                                     UNIT 2, PLAT BOOK L, PAGE 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------


                                                                         8 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- -----------------------------------------------------------------------------------------
DOC
TYPE              GRANTOR                    SECTION      TOWNSHIP      RANGE       BOOK
- -----------------------------------------------------------------------------------------
                                                                     
TR          RUSHFORD, ROGER                      04          16S         21E        3215
- -----------------------------------------------------------------------------------------
TR          BANSGOPAUL, MARCIA AND GLEN          18          17S         21E        3215
            BANSGOPAUL
- -----------------------------------------------------------------------------------------
TR          PEMBERTON JR., CHARLES L., AND       04          31S         25E        5078
            JOANNA L. PEMBERTON
- -----------------------------------------------------------------------------------------
TR          WEST, IVAN J.                        04          31S         25E        5072
- -----------------------------------------------------------------------------------------
TR          DELTONA CORPORATION              06; 07; 18      17S         21E        3200
- -----------------------------------------------------------------------------------------
TR          GORDON, IRENE                        18          17S         21E        3195
- -----------------------------------------------------------------------------------------
TR          JOSEPH - LOPEZ, MARY                 18          17S         21E        3195
- -----------------------------------------------------------------------------------------
TR          SHANGO, HORUS O., AND JOSLYN         18          17S         21E        3195
            SHANGO
- -----------------------------------------------------------------------------------------
TR          BERNARD, MARCIA AND PEDRO BERNARD    18          17S         21E        3195
- -----------------------------------------------------------------------------------------




- ----------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE        RECORD DATE      COUNTY                    DESCRIPTION
- ----------------------------------------------------------------------------------------------------
                                         
TR          1021         8-Aug-02        MARION      THE W 10' OF LOT 25, BLOCK 10 OF BAHAI OAKS,
                                                     UNIT 2, PLAT BOOK L, PAGE 66, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR          1023         8-Aug-02        MARION      LOT 36, BLOCK 1384, MARION OAKS, UNIT 11,
                                                     PLAT BOOK O, PAGES 214 - 224, MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR           282         6-Aug-02        POLK        ROLLING OAKS ESTATE LOT 1 PB 111, PG 32, POLK
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------
TR           502        30-Jul-02        POLK        ROLLING OAKS ESTATE LOT 20, PB 111, PG 32,
                                                     POLK COUNTY
- ----------------------------------------------------------------------------------------------------
TR           544        16-Jul-02        MARION      EASTERLY 10' OF LOT 43, 30, 27, BLOCK 1384,
                                                     MARION OAKS UNIT 11, PB O, PG 214; N'RLY 10'
                                                     OF LOT 4, BLOCK 1387, MARION OAKS UNIT 11, PB
                                                     O, PG 214; W'RLY 10' OF LOT 9 BLOCK 1399, OF
                                                     MARION OAKS UNIT 11, PB O, PG 214. SEE IMAGE
                                                     FOR FULL DESCRIPTION. MARION COUNTY
- ----------------------------------------------------------------------------------------------------
TR           195         5-Jul-02        MARION      LOT 44, BLOCK 1384, OF MARION OAKS UNIT 11, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH
                                                     224 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR           237         5-Jul-02        MARION      LOT 41, BLOCK 1384, OF MARION OAKS UNIT 11, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH
                                                     224 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR           211         5-Jul-02        MARION      LOT 39, BLOCK 1384, OF MARION OAKS UNIT 11, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH
                                                     224 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR           197         5-Jul-02        MARION      LOT 33, BLOCK 1384, OF MARION OAKS UNIT 11, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH
                                                     224 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------


                                                                         9 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- -----------------------------------------------------------------------------------------
DOC
TYPE               GRANTOR                    SECTION     TOWNSHIP      RANGE       BOOK
- -----------------------------------------------------------------------------------------
                                                                     
TR          JEAN - JOSEPH, MAXI                  18          17S         21E        3195
- -----------------------------------------------------------------------------------------
TR          RAMNARAIN, VALDAT AND V.             18          17S         21E        3195
            RAMNARAIN
- -----------------------------------------------------------------------------------------
TR          EDWARDS, HOWARD AND LORNA EDWARDS    18          17S         21E        3195
- -----------------------------------------------------------------------------------------
TR          LI, MING AND JAY JI - GUANG LIU      18          17S         21E        3195
- -----------------------------------------------------------------------------------------
TR          MITCHELL, AGATHA                     18          17S         21E        3195
- -----------------------------------------------------------------------------------------
TR          RODRIGUEZ, DARLENE                   07          17S         21E        3195
- -----------------------------------------------------------------------------------------
TR          HODGE, JOSE E.                       07          17S         21E        3195
- -----------------------------------------------------------------------------------------
TR          BROOKS, WINSTON AND MARIE BROOKS     07          17S         21E        3195
- -----------------------------------------------------------------------------------------




- ----------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE        RECORD DATE      COUNTY                     DESCRIPTION
- ----------------------------------------------------------------------------------------------------
                                         
TR          221          5-Jul-02        MARION      LOT 28, BLOCK 1384, OF MARION OAKS UNIT 11, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH
                                                     224 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          217          5-Jul-02        MARION      LOT 24, BLOCK 1384, OF MARION OAKS UNIT 11, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH
                                                     224 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          241          5-Jul-02        MARION      LOT 25 & 26, BLOCK 1384, OF MARION OAKS UNIT
                                                     11, A SUBDIVISION RECORDED IN PB O, PGS 214
                                                     THROUGH 224 OF THE PUBLIC RECORDS OF MARION
                                                     COUNTY, FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          243          5-Jul-02        MARION      LOT 22 & 23, BLOCK 1384, OF MARION OAKS UNIT
                                                     11, A SUBDIVISION RECORDED IN PB O, PGS 214
                                                     THROUGH 224 OF THE PUBLIC RECORDS OF MARION
                                                     COUNTY, FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          235          5-Jul-02        MARION      LOT 5, BLOCK 1387, OF MARION OAKS UNIT 11, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH
                                                     224 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          201          5-Jul-02        MARION      LOT 12, BLOCK 1399, OF MARION OAKS UNIT 11, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH
                                                     224 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          246          5-Jul-02        MARION      LOT 13 & 14, BLOCK 1399, OF MARION OAKS UNIT
                                                     11, A SUBDIVISION RECORDED IN PB O, PGS 214
                                                     THROUGH 224 OF THE PUBLIC RECORDS OF MARION
                                                     COUNTY, FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          225          5-Jul-02        MARION      LOT 15, BLOCK 1399, OF MARION OAKS UNIT 11, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH
                                                     224 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------


                                                                        10 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- -----------------------------------------------------------------------------------------
DOC
TYPE               GRANTOR                    SECTION     TOWNSHIP      RANGE       BOOK
- -----------------------------------------------------------------------------------------
                                                                     
TR          DOOKEERAM, VERNON                    07          17S          21E       3195
- -----------------------------------------------------------------------------------------
TR          LOWREY, DELIA R.                     06          17S          21E       3195
- -----------------------------------------------------------------------------------------
TR          FUENTES, NEREIDA                     06          17S          21E       3195
- -----------------------------------------------------------------------------------------
TR          FUENTES, AIDA I.                     06          17S          21E       3195
- -----------------------------------------------------------------------------------------
TR          MATTERA JR., JOSEPH; JOSEPH          07          17S          21E       3195
            MATTERA; JAMES MATTERA
- -----------------------------------------------------------------------------------------
TR          FLEITMAN, JOHN AND LAURIE            07          17S          21E       3195
            FLEITMAN
- -----------------------------------------------------------------------------------------
TR          MATTERA, JOSEPH AND CATHERINE        07          17S          21E       3195
            MATTERA
- -----------------------------------------------------------------------------------------
TR          RAYMOND, DOLORES B.                  07          17S          21E       3195
- -----------------------------------------------------------------------------------------




- ----------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE        RECORD DATE      COUNTY                     DESCRIPTION
- ----------------------------------------------------------------------------------------------------
                                         
TR          213          5-Jul-02        MARION      LOT 1, BLOCK 1401, OF MARION OAKS UNIT 11, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 214 THROUGH
                                                     224 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          203          5-Jul-02        MARION      LOT 2, BLOCK 922, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          215          5-Jul-02        MARION      LOT 11, BLOCK 921, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          239          5-Jul-02        MARION      LOT 10, BLOCK 921, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          190          5-Jul-02        MARION      LOT 9, BLOCK 921, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          205          5-Jul-02        MARION      LOT 8, BLOCK 921, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          193          5-Jul-02        MARION      LOT 7, BLOCK 921, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          199          5-Jul-02        MARION      LOT 6, BLOCK 921, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------


                                                                        11 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- -----------------------------------------------------------------------------------------
DOC
TYPE            GRANTOR                        SECTION     TOWNSHIP      RANGE      BOOK
- -----------------------------------------------------------------------------------------
                                                                     
TR          GIBSON, BERTRAM                      07          17S          21E       3195
- -----------------------------------------------------------------------------------------
TR          BAEZ, FELIX                          06          17S          21E       3195
- -----------------------------------------------------------------------------------------
TR          GIANNAKIS, NORMA JUDITH              06          17S          21E       3195
- -----------------------------------------------------------------------------------------
TR          EDUARTE, DORINA, WIDOW               06          17S          21E       3195
- -----------------------------------------------------------------------------------------
TR          DIXON, CYNTHIA                       06          17S          21E       3195
- -----------------------------------------------------------------------------------------
TR          SOTOMAYOR, BEATRIZ                   06          17S          21E       3195
- -----------------------------------------------------------------------------------------
TR          LEBRON JR., GODOFREDO                06          17S          21E       3195
- -----------------------------------------------------------------------------------------
EA          SUMTER COUNTY, FLORIDA               23          19S          23E       1002
- -----------------------------------------------------------------------------------------




- ----------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE        RECORD DATE     COUNTY                      DESCRIPTION
- ----------------------------------------------------------------------------------------------------
                                         
TR          248          5-Jul-02       MARION       LOT 4 & 5, BLOCK 921, OF MARION OAKS UNIT 10,
                                                     A SUBDIVISION RECORDED IN PB O, PGS 194
                                                     THROUGH 213 OF THE PUBLIC RECORDS OF MARION
                                                     COUNTY, FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          227          5-Jul-02       MARION       LOT 2, BLOCK 921, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          207          5-Jul-02       MARION       LOT 1, BLOCK 921, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          229          5-Jul-02       MARION       LOT 41, BLOCK 920, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          223          5-Jul-02       MARION       LOT 1, BLOCK 920, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          219          5-Jul-02       MARION       LOT 5, BLOCK 920, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
TR          209          5-Jul-02       MARION       LOT 9, BLOCK 920, OF MARION OAKS UNIT 10, A
                                                     SUBDIVISION RECORDED IN PB O, PGS 194 THROUGH
                                                     213 OF THE PUBLIC RECORDS OF MARION COUNTY,
                                                     FLORIDA
- ----------------------------------------------------------------------------------------------------
EA          462         17-Sep-02       SUMTER       COMMENCE AT THE SOUTHWEST CORNER OF THE NORTH
                                                     1/2 OF THE SOUTHEAST 1/4 OF SECTION 23,
                                                     TOWNSHIP 19 SOUTH, RANGE 23 EAST, SUMTER
                                                     COUNTY
- ----------------------------------------------------------------------------------------------------


                                                                        12 of 13



                    EXHIBIT B TO 41ST SUPPLEMENTAL INDENTURE



- -----------------------------------------------------------------------------------------
DOC
TYPE              GRANTOR                     SECTION     TOWNSHIP      RANGE       BOOK
- -----------------------------------------------------------------------------------------
                                                                    
EA          CARCER ENTERPRISES, INC., A          21          22S          25E       2147
            FLORIDA CORPORATION
- -----------------------------------------------------------------------------------------
EA          RESOURCE ALLIANCE, INC.              11          21S          30E       4466
- -----------------------------------------------------------------------------------------
EA          FIRST TEAM FORD LTD, A FLORIDA       32          19S          30E       4455
            LIMITED PARTNERSHIP
- -----------------------------------------------------------------------------------------
D           MARUGEN CITRUS AMERICA, INC., A      35          28S          27E       5176
            FLORIDA CORP.
- -----------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------
DOC
TYPE        PAGE       RECORD DATE       COUNTY                     DESCRIPTION
- ---------------------------------------------------------------------------------------------------
                                         
EA          856          24-Jul-02       LAKE        THAT PART OF TRACT 15, GROVELAND FARMS; A 10'
                                                     WIDE EASEMENT LYING ADJACENT TO AN EXISTING
                                                     100' EASEMENT RECORDED IN BK 218/38, PUBLIC
                                                     RECORDS OF LAKE COUNTY
- ---------------------------------------------------------------------------------------------------
EA          1964         22-Jul-02       SEMINOLE    ACCESS ROAD EASEMENT GRANTED TO FPC FOR THE
                                                     RIGHT, PRIVILEGE AND AUTHORITY TO OCCUPY AND
                                                     UTILIZE UNTIL THE USE THEROF IS ABANDONED, AN
                                                     EASEMENT FOR AN ACCESS ROAD FOR VEHICLES,
                                                     EQUIPMENT AND PERSONNEL.
- ---------------------------------------------------------------------------------------------------
EA           222         8-Jul-02        SEMINOLE    ACCESS ROAD EASEMENT
- ---------------------------------------------------------------------------------------------------
D            961         19-Nov.-02      POLK        A PARCEL OF LAND LYING AND BEING A PORTION OF
                                                     THE SW 1/4 OF THE NW 1/4 OF SEC 35
- ---------------------------------------------------------------------------------------------------


                                                                        13 of 13