Exhibit 10c(22)


     

     

    Exhibit
      10c(22)


    SELECTED
      EXECUTIVES

    SUPPLEMENTAL
      DEFERRED COMPENSATION PROGRAM AGREEMENT

    


    


    THIS
      AGREEMENT is made this the _____ day of August, 1996, between CAROLINA POWER
      & LIGHT COMPANY, a North Carolina corporation (hereinafter the “Company”),
      and CLAYTON S. HINNANT a key management employee of the Company (hereinafter
      called the “Participant”). 

    


    WHEREAS,
      the Board of Directors of the Company has approved an additional deferred
      compensation program for the purpose of attracting and retaining outstanding
      key
      management personnel as employees of the Company; and 

    


    WHEREAS,
      the Participant shall be eligible to receive additional deferred compensation
      if
      all conditions described in this Agreement are met.

    


    NOW
      THEREFORE, in consideration of the mutual agreements herein contained, the
      Company and the Participant agree as follows:

    


    1.
        Amount
      of Award.
      If the
      Participant terminates employment with the Company before attaining age sixty,
      the Participant will not be entitled to receive any deferred compensation under
      this Agreement. If the Participant remains employed with the Company until
      or
      beyond age sixty, the Participant will be entitled to receive a deferred
      compensation award that shall become payable in accordance with the table set
      forth in Exhibit A to this Agreement, based on the age of the Participant while
      the Participant remains employed with the Company. The amount of any deferred
      compensation award as determined in accordance with this Section 1 is hereafter
      referred to as the “Deferral Award”. Notwithstanding the above, if the
      Participant terminates employment voluntarily or involuntarily before age sixty,
      upon management’s recommendation the Personnel, Executive Development &
Compensation Committee of the Board of Directors (hereinafter the “Committee”),
      in their sole discretion, may grant the Participant a deferred compensation
      award in some smaller amount as they deem appropriate considering the
      Participant’s performance of duties for the Company and other factors regarding
      the best interest of the Company.

    


    2.
        Payment.
      Any
      Deferral Award that the Participant is entitled to receive will be paid after
      the Participant leaves the employment of the Company for any reason. If the
      Deferral Award is paid before the Participant has met the requirements for
      normal or early retirement under the Company’s Supplemental Retirement Plan
      (hereinafter “Retirement”), the Deferral Award shall be paid in a single lump
      sum within thirty days after the Participant leaves the employment of the
      Company. If the Deferral Award is paid after the Participant’s Retirement, the
      Deferral Award shall be paid in sixty equal monthly installments as specified
      in
      Exhibit A, or if a timely election is made, the Participant shall be paid in
      a
      single lump sum. The Participant must exercise the option to receive payment
      of
      the Deferral Award after retirement in a single lump sum by completing and
      signing the form attached to this Agreement as Exhibit B, and submitting it
      to
      the Company’s senior vice president responsible for Human Resources before the
      Participant’s fifty-eighth birthday. Once elected, the option to receive payment
      of the Deferral Award after retirement in a single lump sum can be revoked
      by
      written notice to the Company’s senior vice president responsible for Human
      Resources at any time before the Participant’s fifty-eighth birthday. The option
      to receive payment of the Deferral Award in a single lump sum payment after
      retirement cannot be elected or revoked after the Participant’s fifty-eighth
      birthday.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.  Taxes.
      All
      FICA taxes shall be paid by the Company in accordance with applicable laws,
      rules and regulations. If any Deferral Award is paid to the Participant, the
      Company shall withhold any other federal and state income and payroll taxes
      as
      required by law.

    


    4.  Death
      of Participant. In
      the
      event that the Participant dies after the Participant’s sixtieth birthday, but
      before the Deferral Award is fully paid, any unpaid amounts in the Participant’s
      account will be paid in a lump sum to any beneficiary or beneficiaries that
      are
      designated by the Participant (the “Designated Beneficiary”). The form attached
      to this Agreement as Exhibit C shall be completed, signed, and sent to Company’s
      senior vice president responsible for Human Resources within thirty days from
      the date of this Agreement. The Participant may change the Designated
      Beneficiary at any time by submitting a new beneficiary designation form. If
      at
      any time the Participant has not designated a beneficiary, or if the beneficiary
      predeceases the Participant, payment of any vest Deferral Award will be made
      to
      the Participant’s estate.

    


    5.  Deferral
      Award Accounting. A
      ledger
      account shall be established by the Company to track the balance of the
      Participant’s Deferral Award. The account will be charged with any payments made
      to the Participant or the Participant’s Designated Beneficiary. The actual
      Deferral Award payable to the Participant, if any, will be determined as of
      the
      date that the Deferral Award becomes payable. Any Deferral Award that becomes
      payable shall be paid from the general assets of the Company. No special fund
      or
      trust has been established for paying the Deferral Award. Neither the
      Participant nor the Designated Beneficiary shall have any interest in any
      specific assets of the Company, but shall only be entitled to receive the
      benefits described in this Agreement.

    


    6.
        Non-Alienation
      of Benefits.
      The
      Participant’s right to receive the benefits described in this Agreement shall
      not be subject to anticipation, alienation, sale, assignment, pledge,
      encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign,
      pledge, encumber, or charge any right or benefits hereunder shall be
      void.

    


    7.
        Reservation
      of Rights.
      Nothing
      in this Agreement shall in any way limit the right of the Company to terminate
      the Participant’s employment at any time, with or without cause, or at
      will.

    


    8.
        Non-Competition.
      During
      the period of five years following the termination of the employment of the
      Participant if the Participant is entitled to a Deferral Award, the Participant
      will not, without the Committee’s prior written consent, directly or indirectly
      engage as an employee, consultant, or in any other capacity in any business
      activities: (a) which compete with the Company or any of it’s subsidiaries
      business; (b) which relate to the production or delivery of electricity in
      the
      Company’s service area or any immediate surrounding area; or (c)  for
      any wholesale customer or any general service retail customer for whom the
      Company has produced or delivered electricity or to whom it may present a
      proposal or otherwise negotiate to provide such services. Participant shall
      submit any request for such consent to the Company’s senior vice president
      responsible for Human Resources.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.
        Applicable
      Law.
      This
      Agreement shall be interpreted and construed in accordance with the laws of
      the
      State of North Carolina, without regard to any conflicts of laws provisions
      that
      might require the application of the laws of any other state or
      jurisdiction.

    


    10.     Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding by and between the
      Company and the Participant with respect to the subject matter hereof, and
      no
      representations, promises, agreements, or understandings with regard to the
      payment of Deferral Award, whether written or oral, not contained herein shall
      be of any force or effect.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.

    


    CAROLINA
      POWER & LIGHT COMPANY                   
      PARTICIPANT

    


    


    


    By:
      _______________________________        ________________________________
      

    


    Title:______________________________
         

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    SELECTED
      EXECUTIVES SUPPLEMENTAL DEFERRED COMPENSATION

    PROGRAM
      AGREEMENT

    


    EXERCISE
      OF OPTION

    FOR

    LUMP
      SUM PAYMENT

    


    


    


    As
      provided in my Selected
      Executives Supplemental Deferred Compensation Program
      Agreement
      with
      Carolina Power & Light Company dated August ____, 1996, in the event that a
      Deferral Award is paid to me after my retirement from Carolina Power & Light
      Company, I hereby exercise my option to receive payment of the Deferral Award
      in
      a single lump sum.

    


    


    DATE:
      ___________________

    


    


    SIGNATURE
      OF PARTICIPANT:____________________________________

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    


    


    EXHIBIT
      A

    


    SELECTED
      EXECUTIVES SUPPLEMENTAL DEFERRED COMPENSATION

    PROGRAM
      AGREEMENT

    


    DEFERRAL
      AWARD TABLE

    


    


    


    Target
      Benefit: $750,000

    


    If
      the
      Participant continues his employment with the Company until or beyond age sixty,
      the Participant’s Deferral Award pursuant to the Agreement shall be as
      follows:

    


    
      	
               

              Ages

            	
               

              Deferral
                Award

            	
              Annual
                Amounts

              (payable
                for 5 years)

            
	
               

              51-59

            	
               

              $0

            	 
	
               

              60

            	
               

              421,000

            	
               

              97,000

            
	
               

              61

            	
               

              473,000

            	
               

              109,000

            
	
               

              62

            	
               

              531,000

            	
               

              122,000

            
	
               

              63

            	
               

              595,000

            	
               

              137,000

            
	
               

              64

            	
               

              668,000

            	
               

              154,000

            
	
               

              65

            	
               

              750,000

            	
               

              173,000

            


    

    


    


    The
      amount of the Deferral Award shall be equal to the amount specified above on
      the
      Participant’s birthday for the ages specified above. The Deferral Award amount
      shall not be prorated between birthdays. The amount of the Deferral Award shall
      not increase after the Participant’s sixty-fifth birthday.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    DESIGNATION
      OF BENEFICIARY

    SELECTED
      EXECUTIVES SUPPLEMENTAL DEFERRED COMPENSATION

    PROGRAM
      AGREEMENT

    WITH

    CAROLINA
      POWER & LIGHT COMPANY

    


    As
      provided in my Selected
      Executives Supplemental Deferred Compensation Program Agreement
with
      Carolina Power & Light Company dated August ____, 1996, I hereby designate
      the following person(s) as my “Designated Beneficiary”, with respect to any
      Deferral Award that becomes payable.

    


    PRIMARY
      BENEFICIARY:

    


    _________________________________

    


    _________________________________

    


    _________________________________

    


    


    CONTINGENT
      BENEFICIARY:

    


    _________________________________

    


    _________________________________

    


    _________________________________

    


    


    Any
      and
      all prior designations of one or more beneficiaries under my Selected
      Executives Supplemental Deferred Compensation Program Agreement
with
      Carolina Power & Light Company are hereby revoked and superseded by this
      designation, I understand that the Designated Beneficiary named above may be
      changed or revoked by me at any time by filing a new designation in writing
      with
      the Company’s senior vice president responsible for Human
      Resources.

    


    


    DATE:
      ________________________

    


    SIGNATURE
      OF PARTICIPANT:
      __________________________________

    


    The
      Participant named above executed this document in my presence.

    


    


    WITNESS:
      ______________________________  WITNESS:
      ______________________________