[Excerpts from Minutes of Meeting of Board of Directors July 17, 1998]

                            AMENDMENT TO SUPPLEMENTAL
                        SENIOR EXECUTIVE RETIREMENT PLAN
         Mr. Coker next referred to the  recommendation  of the Organization and
Compensation   Committee  that  the  Company's   Supplemental  Senior  Executive
Retirement Plan (the "Plan") be amended and reviewed the details of the proposed
amendment.  He stated that,  under ARTICLE VIII AMENDMENT AND  TERMINATION,  the
Company  has the right to amend the Plan.  He stated  that the Plan needed to be
amended to provide for early retirement at age 55 instead of age 60, to make the
Plan more consistent with other Company plans.
         An Amendment Two to the Plan was presented to the Board.  Amendment Two
was marked as Exhibit F to the  minutes of the Board of  Directors  meeting  and
filed with and made a part of the  minutes of the  meeting.  Amendment  Two will
allow early retirement at age 55 instead of age 60. Whereupon,  after discussion
and upon motion duly made and seconded, it was unanimously:

          RESOLVED,  that Amendment Two to the Plan substantially in the form of
          Exhibit F to the minutes of this meeting,  with such changes,  if any,
          as the  officers of the Company may deem  advisable,  be, and the same
          hereby is, ratified; and further

          RESOLVED,  that the officers of the Company be, and hereby are,  fully
          authorized  and empowered to do any and all things and to take any and
          all actions in their judgment necessary or desirable in order to fully
          carry out,  perform and make  effective the matters and things covered
          by the foregoing resolution and the purposes and intent thereof.


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                                                           EXHIBIT___ TO
                                                           BOARD OF DIRECTORS
                                                           MEETING MINUTES




                                  AMENDMENT TWO
                                       TO
                  SUPPLEMENTAL SENIOR EXECUTIVE RETIREMENT PLAN
                                       OF
                         CAROLINA POWER & LIGHT COMPANY


         Pursuant to ARTICLE VIII AMENDMENT AND TERMINATION of the  Supplemental
Senior Executive  Retirement Plan of Carolina Power & Light Company,  as amended
and restated  September 21, 1994, and as  subsequently  amended by Amendment One
effective  July 1, 1997 (the  "Plan"),  the Board of  Directors  hereby  further
amends the Plan.  The  following  changes to the Plan shall become  effective on
July 17, 1998.

1. In the third line of Section  4.02(a)  of  ARTICLE  IV  RETIREMENT  BENEFITS,
replace  the  phrase  "after his  attainment  of age sixty (60) but prior to his
Normal  Retirement Date" with the phrase "after his attainment of age fifty-five
(55) but prior to his Normal Retirement Date."

2. In the third line of Section 5.03 of ARTICLE V PRE-RETIREMENT DEATH BENEFITS,
replace the phrase  "after  attaining age sixty (60) with ten (10) or more years
of Service" with the phrase "after  attaining age fifty-five  (55) with ten (10)
years of Service."

3. In the second  line of Section  6.04(a)  of  ARTICLE VI  SEVERANCE  BENEFITS,
replace  the phrase  "who dies after  attaining  age sixty (60)" with the phrase
"who dies after attaining age fifty-five (55)."

         Except as amended herein, the Supplemental Senior Executive  Retirement
Plan of Carolina Power & Light Company shall continue in full force and effect.