EXHIBIT A
                                       TO
                           1997 EQUITY INCENTIVE PLAN

                           PERFORMANCE SHARE SUB-PLAN


         This Performance  Share Sub-Plan  ("Sub-Plan") sets forth the rules and
regulations  adopted by the Committee for issuance of  Performance  Share Awards
under Section 10 of the Plan.  Capitalized  terms used in this Sub-Plan that are
not defined herein shall have the meaning given in the Plan. In the event of any
conflict  between this  Sub-Plan and the Plan,  the terms and  conditions of the
Plan shall control.  No Award Agreement shall be required for  participation  in
this Sub-Plan.

Section 1.   Definitions

When used in this Sub-Plan,  the following  terms shall have the meanings as set
forth below, and are in addition to the definitions set forth in the Plan.

1.1      "Account"  means the  account  used to record  and track the  number of
         Performance  Shares granted to each  Participant as provided in Section
         2.4.

1.2      "Award"  as  used  in this  Sub-Plan  means  each  aggregate  award  of
         Performance Shares as provided in Section 2.2.


1.3      "Peer Group" means the major electric utilities with nuclear and fossil
         generation  located in the eastern  portion of the United States as set
         forth in Attachment 1 to this  Sub-Plan.  The Committee may in its sole
         discretion change the members of the Peer Group for future grants.

1.4       "Performance  Period"  for  purposes  of  this  Sub-Plan  means  three
          consecutive  Years  beginning  with  the  Year in  which  an  Award is
          granted.

1.5       "Performance Schedule" means Attachment 2 to this Sub-Plan, which sets
          forth the Performance Measures applicable to this Sub-Plan.

1.6      "Performance Share" for purposes of this Sub-Plan means each unit of an
         Award  granted  to a  Participant,  the  value of which is equal to the
         value of Company Stock as hereinafter provided.

1.7      "Salary"  means the regular  base rate of  compensation  payable by the
         Company to a Participant  on an annual basis as of the date an Award is
         Granted.  Salary  does  not  include  bonuses,  if  any,  or  incentive
         compensation,  if any.  Such  compensation  shall not be reduced by any
         deferrals  made under any other  plans or  programs  maintained  by the
         Company.
1.8      "Total  Shareholder  Return" means the total percentage return realized
         by the  owner of a share of stock  during a  relevant  Year or any part
         thereof.  Total  Shareholder  Return  is equal to the  appreciation  or
         depreciation in value of the stock (which is equal to the closing value
         of the stock on the last trading day of the  relevant  period minus the
         closing  value of the stock on the last  trading  day of the  preceding
         Year) plus the dividends  declared during the relevant period,  divided
         by the  closing  value  of the  stock on the  last  trading  day of the
         preceding  Year.  Closing values for the stock on the dates given above
         shall be those published in the Wall Street Journal.  Total Shareholder
         Return is intended to be the sole Performance Measure under this
         Sub-Plan. 

1.9      "Year" means a calendar year.

Section 2.  Sub-Plan Participation and Awards

2.1 Participant Selection. Participants under this Sub-Plan shall be selected by
the Committee in its sole discretion as provided in Section 4.2 of the Plan.

2.2  Awards.  Subject to any  adjustments  to be made  under  Section  2.5,  the
Compensation Committee may, in its sole discretion,  grant Awards to some or all
of the Participants in the form of a specific number of Performance  Shares. The
total value of any Award shall not exceed the  following  limitations,  based on
the Participant's Salary on the date that the Award is granted:

----------------------------------------- -------------------------------
              Participant                        Award Limitation
----------------------------------------- -------------------------------
President/CEO                                     75% of Salary
----------------------------------------- -------------------------------
----------------------------------------- -------------------------------
Group Executives                                  50% of Salary
----------------------------------------- -------------------------------
----------------------------------------- -------------------------------
Department Heads and Key Managers*
           Level I                                30% of Salary
           Level II                               25% of Salary
           Level III                              20% of Salary
----------------------------------------- -------------------------------
  *Levels shall be determined in the sole discretion of the Committee

2.3 Award  Valuation  at Grant.  In  calculating  the  limitations  set forth in
Section 2.2, the value of each  Performance  Share shall be equal to the closing
price of a share of Stock on the last  trading  day before the Award is granted,
as published in the Wall Street  Journal.  Each Award is deemed to be granted on
the day that it is approved by the Committee.

2.4  Accounting  and  Adjustment  of Awards.  The number of  Performance  Shares
awarded  to a  Participant  shall be  recorded  in a separate  Account  for each
Participant.  The  number of  Performance  Shares  recorded  in a  Participant's
Account  shall be  adjusted to reflect  any splits or other  adjustments  in the
Stock.  If any cash  dividends are paid on the Stock,  the number of Performance
Shares in each Participant's Account shall be increased by a number equal to (i)
the  dividend  multiplied  times  the  number  of  Performance  Shares  in  each
Participant's Account,  divided by (ii) the closing price of a share of Stock on
the payment date of the dividend, as published in the Wall Street Journal.

2.5  Performance  Schedule and  Calculation  of Awards.  Each Award shall become
vested on January 1 immediately following the end of the applicable  Performance
Period, subject to adjustment in accordance with the following procedure:

         (a) The Total  Shareholder  Return for the Company  shall be determined
for each Year during the  Performance  Period,  and shall then be averaged  (the
"Company TSR").

         (b) The average Total  Shareholder  Return for all Peer Group utilities
shall be determined for each Year during the Performance  Period, and shall then
be averaged ( the "Peer Group TSR").

         (c) The Peer Group TSR for the  Performance  Period shall be subtracted
from the Company TSR for the  Performance  Period.  The remainder  shall then be
used to  determine  the  total  number of vested  Performance  Shares  using the
Performance  Schedule,  based  on  the  number  of  Performance  Shares  in  the
Participant's Account.

         (d) The  Performance  Measures and the  Performance  Schedule  will not
change during any Performance Period with regard to any Awards that have already
been  granted.  The  Committee  reserves  the  right to  modify  or  adjust  the
Performance  Measures  and/or the Performance  Schedule in the Committee's  sole
discretion with regard to future grants.

2.6 Payment Options. Except as provided in Section 3, Awards shall be paid after
expiration  of the  Performance  Period.  The  Company  will pay in cash to each
Participant the aggregate  value of vested  Performance  Shares,  which shall be
determined in accordance with Section 2.7. Payment shall be made as follows:

         (a)      100% on or about April 1 of the Year immediately following
expiration of the Performance Period; or

         (b)  in  accordance  with  an  alternative  payment  election  made  by
Participant  substantially in the form attached hereto as Attachment 3, provided
that such  election  is  executed by the  Participant  and  returned to the Vice
President, Human Resources Department no later than the end of the first Year of
the Performance Period. Once made, this election is irrevocable.

2.7  Valuation  of  Performance  Shares.  For the  purposes  of payment of under
Section 2.6, the aggregate value of vested  Performance Shares shall be equal to
number of vested  Performance  Shares in the  Participant's  Account  (after any
applicable  adjustments under Section 2.5) multiplied times the closing price of
the Stock on the last trading day before  payment of the Award,  as published in
the Wall Street Journal.

Section 3.  Early Vesting and Forfeiture

3.1 Normal  Retirement,  Early  Retirement,  Death,  Disability,  Divestiture or
Change  in  Control.  If prior  to  expiration  of the  Performance  Period  the
Participant Retires,  dies or becomes disabled, or in the event of a Divestiture
or a Change in Control  during a Performance  Period,  the  Participant's  Award
shall immediately  become vested,  and the aggregate value of the Award shall be
paid in cash after being adjusted accordance with the following procedure:

         (a) The Total  Shareholder  Return for the Company  shall be determined
for each Year or partial Year, and a weighted average Total  Shareholder  Return
for the Company shall be calculated  for the period between the first day of the
Performance  Period  and the  date  the  Participant  Retires,  dies or  becomes
Disabled, or the date of the Divestiture, or the date that the Change in Control
becomes effective (the "Prorated Company TSR").

         (b) The average Total  Shareholder  Return for all Peer Group utilities
shall be determined for each Year or partial Year, and a weighted  average Total
Shareholder  Return shall be calculated  for the period between the first day of
the  Performance  Period and the date the Participant  Retires,  dies or becomes
Disabled, or the date of the Divestiture, or the date that the Change in Control
becomes effective (the "Prorated Peer Group TSR").

         (c) The  Prorated  Peer Group TSR for the  Performance  Period shall be
subtracted  from  the  Prorated  Company  TSR for the  Performance  Period.  The
remainder  shall then be used to determine the total vested  Performance  Shares
using the Performance Schedule, based on the number of Performance Shares in the
Participant's Account.

         (d) If the Participant  Retires,  the Award shall be paid in accordance
with the  Participant's  election as provided in Section 2.6. If the Participant
dies or becomes disabled, or in the event of a Divestiture or Change in Control,
payment  shall be made in cash within a  reasonable  time after the  Participant
dies or becomes  Disabled,  or within a reasonable time after the Divestiture or
Change in Control becomes effective,  notwithstanding any election under Section
2.6.  Payment  upon  death  shall  be  made  to  the  Participant's   Designated
Beneficiary.  The  aggregate  value of the vested  Performance  Shares  shall be
determined in accordance with section 3.2.

3.2  Valuation  of  Performance  Shares.  For the  purposes  of payment of under
Section 3.1, the aggregate value of vested  Performance Shares shall be equal to
the number of vested Performance Shares in the Participant's  Account (after any
applicable  adjustments under Section 3.1) multiplied times the closing price of
the Stock on the date that the Participant Retires, dies or becomes Disabled, or
on the  date of the  Divestiture  or  Change  in  Control  (as  applicable),  as
published in the Wall Street Journal.

3.3 Termination of Employment. In the event that a Participant's employment with
the  Company  terminates  for any reason  other than  Early  Retirement,  Normal
Retirement, death or Disability, any Award made to the Participant which has not
vested as provided in Section 2 shall be  forfeited.  Any vested Awards shall be
paid within a reasonable time after termination, notwithstanding any election to
defer the payment of any Award under Section 2.6.

4.       Non-Assignability of Awards

The Awards and any right to receive payment under the Plan and this Sub-Plan may
not be anticipated,  alienated, pledged, encumbered, or subject to any charge or
legal  process,  and if any attempt is made to do so, or a  Participant  becomes
bankrupt,  then in the sole  discretion of the Committee,  any Award made to the
Participant  which  has not  vested as  provided  in  Sections  2 and 3 shall be
forfeited.

5.       Amendment and Termination

This  Sub-Plan  shall be subject to amendment,  suspension,  or  termination  as
provided in Section 14.6 of the Plan.

32950


<PAGE>





                                  ATTACHMENT 1

                                PEER GROUP LIST (1)






                               (TO BE ADDED LATER)























(1) Should any of the listed  Peer Group  utilities  merge or  consolidate  with
another  entity (other than another Peer Group  utility),  become  bankrupt,  or
reorganize,  they  shall  be  excluded  from  the  Peer  Group  for  the  entire
Performance  Period.  Should any of the listed  Peer  Group  utilities  merge or
consolidate  with another Peer Group utility,  they shall be treated as a single
Peer Group utility for the entire Performance  Period, and the Total Shareholder
Return for any period that they were two separate  entities shall be the average
of the two.


<PAGE>





                                  ATTACHMENT 2

                              PERFORMANCE SCHEDULE

                         PERFORMANCE SHARE CALCULATION (1)


If the Company TSR(2) minus Then the total vested  Performance Peer Group TSR(2)
is: Share Award shall be multiplied by:

                  5% or better              2.00

                  4.0 - 4.99                1.75

                  3.0 - 3.99                1.50

                  2.0 - 2.99                1.25

                  1.0 - 1.99                1.00

                  (0.99) - 0.99              .50

                  (1.0) - (1.99)             .25

                  (2.0) or less             0.00




(1) The  number of  Performance  Shares  as  calculated  above  shall be paid in
accordance with the provisions of Section 2.5 and 2.6 of the Sub-Plan.

(2) For purposes of Section 3, the Prorated  Company TSR and Prorated Peer Group
TSR shall be used,  and the number of  Performance  Shares as  calculated  above
shall be paid in accordance with the provisions of Section 3.1 of the Sub-Plan.



<PAGE>


--------------------------------------------------------------------------------
                                  ATTACHMENT 3
--------------------------------------------------------------------------------
                           Performance Share Sub-Plan
                           199_ Deferral Election Form

As an employee of Carolina Power & Light Company ("Company"),  and a participant
in  the   Performance   Share  Sub-Plan  of  the  1997  Equity   Incentive  Plan
("Sub-Plan"),  I hereby elect to defer payment of my Award otherwise  payable to
me by the Company and  attributable to services to be performed by me during the
Performance  Period beginning on January __, 199__. This election shall apply to
[CHECK ONE]:

         [  ] 100% of the Award                      [  ]    75% of the Award
         [  ] 75%   of the Award                     [  ]    25% of the Award

Upon  vesting,  I  understand  that my Award  shall  continue  be recorded in my
Account as  Performance  Shares as  described  in the  Sub-Plan  and adjusted to
reflect the payment and reinvesting of the Company's common stock dividends over
the deferral period, until paid in full.

I hereby elect to defer receipt (or  commencement  of receipt) of my Award until
the date specified below, or as soon as practical thereafter [CHECK ONE]:

         [  ] a specific date certain at least 5 years from expiration
              of the Performance Period:        4   / 1 /          *
                                               -------------------------
                                                    (month/day/year)
         [  ] the April 1 following the date of retirement

         [  ] the April 1 following the first anniversary of my date of
              retirement

* Notwithstanding my election above, if I elect a date certain  distribution and
I retire before that date certain,  I understand  that the Company will commence
distribution  of my  account  no later  than the  April 1  following  the  first
anniversary of the date of retirement, or as soon as practical thereafter,  even
though  said date is earlier  than 5 years from  expiration  of the  Performance
Period.

I hereby  elect to be paid as  described  in the  Sub-Plan in the form of [CHECK
ONE]:

     [ ] a  single  payment        [ ]  annual payments  commencing  on the date
                                        set forth  above and  payable  on the   
                                        anniversary   date  thereof over:

                        a two year period    a three year period
                        a four year period   a five year period

I understand that I will receive  "earnings" on those deferred amounts when they
are paid to me.

I understand that the election made as indicated  herein is irrevocable and that
all deferral elections are subject to the provisions of the Sub-Plan,  including
provisions that may affect timing of distributions.

I understand and acknowledge  that my interests  herein and my rights to receive
distribution of the deferred  amounts may not be anticipated,  alienated,  sold,
transferred,  assigned, pledged, encumbered, or subjected to any charge or legal
process, and if any attempt is made to do so, or I become bankrupt,  my interest
may be terminated by the Committee,  which,  in his sole  discretion.  I further
understand  that nothing in the Sub-Plan  shall be  interpreted  or construed to
require  the  Company  in any  manner  to fund any  obligation  to me,  or to my
beneficiary(ies) in the event of my death.


---------------------------------------------       ----------------------------
                   (Signature)                                          (Date)

---------------------------------------------       ----------------------------
                   (Print Name)                             (Company Location)

Received:
Agent of Chief Executive Officer

---------------------------------------------       ----------------------------
                   (Signature)                                          (Date)