Carolina Power & Light
                           Restricted Stock Agreement


This  Agreement  is made as of the       day of             ,          , between
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Carolina Power & Light Company,  a North Carolina  corporation  (the "Company"),
and                        , an executive with the Company (the "Employee").
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WHEREAS,  the Board of Directors and  shareholders  of the Company have approved
and adopted the Carolina  Power & Light Company 1997 Equity  Incentive Plan (the
"Plan");

WHEREAS,  Section 9 of the Plan provides for the granting of Restricted Stock by
the  Personnel,   Executive  Development,  and  Compensation  Committee  of  the
Company's  Board of Directors  (now known as the Committee on  Organization  and
Compensation, hereinafter the "Committee") to key employees of the Company; and

WHEREAS,  the Company desires to provide an incentive to the Employee so that he
will  exert his utmost  efforts on the  Company's  behalf and thus  enhance  the
Company's performance while aligning the Employee's interests with the interests
of the Company's shareholders.

NOW, THEREFORE,  the parties hereto, intending to be legally bound hereby, agree
as follows:

1.       Grant of Shares Subject to Restrictions. The Employee is granted 
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         shares of Company common Stock (the "Restricted Stock"). The Restricted
         Stock is  granted  under  the  Plan,  and is  subject  to the terms and
         conditions  of the Plan  and  this  Agreement.  Capitalized  terms  not
         defined herein shall have the meanings ascribed thereto in the Plan. In
         accordance  with Section 12 of the Plan,  the Committee has  determined
         that the grant of Restricted Stock under this Agreement is not intended
         to qualify for the exemption for  performance-based  compensation under
         Section 162(m) of the Code. The Restricted Stock granted hereunder is a
         matter of separate inducement and is not in lieu of salary or any other
         compensation for Employee's services. Both parties acknowledge that the
         "Grant  Date"  for  the  Restricted  Stock  shall  be the  date of this
         Agreement, which is first specified above.

2.       Restrictions.  Employee hereby agrees that until such  restrictions are
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         removed,  as  herein  provided,  he will not  sell,  assign,  transfer,
         exchange,  hypothecate,  pledge,  encumber or otherwise  dispose of the
         Restricted  Stock. Any attempt by the Employee to dispose of any shares
         of the  Restricted  Stock  in  any  such  manner  shall  result  in the
         immediate  forfeiture  of such shares and any other shares then held by
         the Company or the designated escrow agent on the Employee's behalf.

3.       Lapse of  Restrictions.  Subject to  Paragraph  4 below and  applicable
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         provisions of the Plan, the shares of Restricted Stock shall be subject
         to restrictions on transferability.  Said restrictions shall be removed
         from such shares of  Restricted  Stock based upon the vesting  schedule
         set forth below:

         (a)            Shares of  Restricted  Stock  shall  become  and  remain
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            transferable on and after                          ;
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         (b)            Shares of  Restricted  Stock  shall  become  and  remain
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            transferable on and after                       ; and
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         (c)            Shares of  Restricted  Stock  shall  become  and  remain
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            transferable on and after                       .
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4.       Termination  of  Employment.  In the  event  of the  Employee's  death,
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         Disability,  Early Retirement,  Normal Retirement, or other termination
         of employment for any reason,  all Shares of Restricted  Stock that are
         still subject to restrictions under this Agreement shall be returned to
         the Company as of the date of such  termination  and all such shares of
         Restricted  Stock shall be  forfeited by the Employee as of the date of
         such  termination,  except that the Committee,  in its sole discretion,
         may elect prior to, on, or after the date of such  termination to waive
         all or any portion of any restrictions remaining if said termination is
         by virtue of the Employee's death, Disability, Early Retirement, Normal
         Retirement, or involuntary termination without cause.

5.       Acquisition and Possession of Restricted  Stock.  The Restricted  Stock
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         granted  hereunder  shall be  promptly  acquired  by the  Company and a
         certificate or certificates for such Shares shall be promptly  provided
         in the Employee's name. Unless as otherwise  provided in this Paragraph
         5, the Company  shall hold the  certificate  or  certificates  for such
         Shares until the date the restrictions on  transferability  are removed
         in accordance with Paragraphs 3 and 4 above.  The Committee may, in its
         sole  discretion and at any time prior to the date the  restrictions on
         transferability  are  removed in  accordance  with  Paragraphs  3 and 4
         above,   require  (i)  that  the  stock   certificate  or  certificates
         representing  such Shares shall be imprinted with a legend stating that
         the shares represented thereby are the restricted shares subject to the
         terms and  conditions of this  Agreement and, as such, may not be sold,
         exchanged,  transferred, pledged, hypothecated or otherwise disposed of
         except  in  accordance  with the  terms of this  Agreement,  and if the
         Committee  makes such  requirement,  then each  transfer  agent for the
         Common  Stock shall be  instructed  to like effect with respect to such
         Shares,  and/or  (ii) that the  Employee  shall,  upon  receipt  of the
         certificate  or  certificates  therefor,  deposit  such  instrument  of
         transfer,  appropriately  endorsed  in  blank,  with  an  escrow  agent
         designated by the Committee,  which may be the Company, under a deposit
         agreement  containing  such terms and conditions as the Committee shall
         approve, with the expenses of such escrow to be borne by the Company.

6.       Rights to Dividends and Voting Rights. During the Period of Restriction
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         and prior to the removal of  restrictions  as set forth in Paragraphs 3
         and 4 above,  the  Employee  shall  be the  shareholder  of all  Shares
         represented by the stock certificates, and shall be entitled to receive
         all voting rights and dividends associated with the Restricted Stock as
         with all other Company Common Stock  shareholders,  provided,  however,
         that the Shares shall be subject to the restrictions on transferability
         set forth in Paragraphs 3 and 4 above.

7.       Change in Control.  The  restrictions  on all Restricted  Stock granted
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         pursuant  to this  Agreement  shall be fully  removed in the event of a
         Change in Control as defined in the Plan,  and the Employee  shall take
         full and unrestricted ownership of such Shares.

8.       Capital Adjustments.  If under Section 6.4 of the Plan the Employee, as
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         the owner of the Shares of the Restricted  Stock,  shall be entitled to
         new,  additional or different  shares of stock or  securities,  (i) the
         Committee  may require that the  certificate  or  certificates  for, or
         other  evidences  of,  such  new,  additional  or  different  shares or
         securities, together with a stock power or other instrument of transfer
         appropriately  endorsed,  shall  be  (x)  imprinted  with a  legend  as
         provided in  Paragraph 5 above  and/or (y)  deposited  by the  Employee
         under the deposit agreement provided for in Paragraph 5 above, and (ii)
         such  certificate or certificates  for, or other evidences of, such new
         additional or different  Shares or securities,  shall be subject to the
         restrictions  on  transferability  as  provided in  Paragraphs  3 and 4
         above.

9.       Taxes.  By  acceptance  of  this  Agreement,  the  Employee  agrees  to
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         reimburse  the Company for any taxes  required by any  government to be
         withheld or otherwise deducted and paid on the Employee's behalf by the
         Company  in respect  of the  Restricted  Stock.  In lieu  thereof,  the
         Company  shall have the right to withhold the amount of such taxes from
         any other sums due or to become due from the Company to the Employee.

10.      Waiver of  Election.  By  acceptance  of this  Agreement,  the Employee
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         agrees to irrevocably waive his right to make an election (as permitted
         under  Section  83(b) of the Code) to include  in gross  income for the
         taxable year in which the  Restricted  Stock is granted an amount equal
         to the Fair Market Value of the Restricted Stock.

11.      Compliance  With Laws. If the Company,  in its sole  discretion,  shall
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         determine  that it is  necessary to comply with  applicable  securities
         laws, the certificate or certificates representing any Shares delivered
         to the Employee under this Agreement  shall bear an appropriate  legend
         in form and substance,  as determined by the Company,  giving notice of
         applicable restrictions on transfer under or with respect to such laws.

12.      Registration of Securities.  The Employee covenants and agrees with the
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         Company that if, with  respect to any shares of Common Stock  delivered
         to the  Employee  pursuant  to this  Agreement,  there does not exist a
         Registration  Statement on an appropriate form under the Securities Act
         of l933, as amended (the "Act"),  which  Registration  Statement  shall
         have become  effective and shall  include a prospectus  that is current
         with respect to the shares subject to this Agreement, then the Employee
         shall execute a certificate to the Company indicating (i) that he takes
         the  shares  for his own  account  and not with a view to the resale or
         distribution  thereof,  (ii) that any subsequent offer for sale or sale
         of any such shares shall be made either  pursuant to (x) a Registration
         Statement  on an  appropriate  form under the Act,  which  Registration
         Statement shall have become effective and shall be current with respect
         to the shares being offered and sold, or (y) a specific  exemption from
         the  registration  requirements of the Act and any rules or regulations
         thereunder and any applicable  state  securities laws and  regulations,
         but in claiming such exemption,  the Employee shall, prior to any offer
         for sale or sale of such  shares,  obtain a favorable  written  opinion
         from counsel for or approved by the Company as to the  applicability of
         such exemption and (iii) that the Employee  agrees that the certificate
         or  certificates  evidencing  such  shares  shall  bear a legend to the
         effect of the foregoing.

13.      Priority  of  Documents.  This  Agreement  is  subject  to  all  terms,
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         conditions,  limitations and restrictions  contained in the Plan, which
         shall be  controlling in the event of any  conflicting or  inconsistent
         provisions.

14.      No Employment Contract.  This Agreement is not a contract of employment
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         and the terms of the Employee's employment shall not be affected hereby
         or  by  any   agreement   referred  to  herein  except  to  the  extent
         specifically  so provided  herein or therein.  Nothing  herein shall be
         construed  to impose any  obligation  on the  Company to  continue  the
         Employee's  employment,  and it shall not impose any  obligation on the
         Employee's part to remain in the employ of the Company.

15.      Company Information.  Employee acknowledges and agrees that neither the
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         Company,  its  shareholders nor its directors and officers has any duty
         or  obligation  to disclose to the Employee  any  material  information
         regarding  the  business of the Company or  affecting  the value of the
         Common Stock before or at the time of a termination  of the  employment
         of the  Employee by the Company,  including,  without  limitation,  any
         information  concerning plans for the Company to make a public offering
         of its  securities  or to be acquired by or merged with or into another
         firm or entity.

16.      Deferral. The Employee may request the Committee to permit the Employee
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         to irrevocably  defer the receipt of any  installment of his Restricted
         Stock.  Such request must be made by the Employee at least fifteen (15)
         months in advance  of the date that the  restrictions  on the  affected
         Shares are  scheduled  to lapse.  Any such  deferral and the method for
         such deferral shall be at the sole discretion of the Committee,  and is
         not  intended  to  qualify  for  the  exception  for  performance-based
         compensation under Section 162(m) of the Code.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and date set forth above.


Carolina Power & Light Company



By:
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Charles W. Coker
Chairman, Committee on Organization and Compensation


ACCEPTED:


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Employee

Date:
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