EXHIBIT 10B(22)





                 AMENDED MANAGEMENT INCENTIVE COMPENSATION PLAN

                                       OF

                         CAROLINA POWER & LIGHT COMPANY










                           AS AMENDED JANUARY 1, 2000


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                                TABLE OF CONTENTS

                                                                                                     Page

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ARTICLE I                PURPOSE........................................................................1

ARTICLE II               DEFINITIONS....................................................................1

ARTICLE III              ADMINISTRATION.................................................................4

ARTICLE IV               PARTICIPATION..................................................................5

ARTICLE V                AWARDS.........................................................................5

ARTICLE VI               DISTRIBUTION AND DEFERRAL OF AWARDS............................................9

ARTICLE VII              TERMINATION OF EMPLOYMENT......................................................15

ARTICLE VIII             MISCELLANEOUS..................................................................15
</TABLE>


                                       ii

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                                    ARTICLE I
                                    ---------

                                     PURPOSE
                                     -------

         The purpose of the Management Incentive Compensation Plan (the "Plan")
of Carolina Power & Light Company (the "Sponsor") is to promote the financial
interest of the Sponsor and its Affiliated Companies, including its growth, by
(i) attracting and retaining executive officers and other management-level
employees who can have a significant positive impact on the success of the
Sponsor and its Affiliated Companies; (ii) motivating such personnel to help the
Sponsor and its Affiliated Companies achieve annual incentive, performance and
safety goals; (iii) motivating such personnel to improve their own as well as
their business unit/work group's performance through the effective
implementation of human resource strategic initiatives; and (iv) providing
annual cash incentive compensation opportunities that are competitive with those
of other major corporations.
         The Sponsor amends the Plan effective January 1, 2000.


                                   ARTICLE II
                                   ----------

                                   DEFINITIONS
                                   -----------

         The following definitions are applicable to the Plan:

     1. "Award": The benefit payable to a Participant hereunder, consisting of a
Corporate Component and a Noncorporate Component.

     2. "Affiliated Company" shall mean any corporation or other entity that is
required to be aggregated with the Sponsor pursuant to Sections 414(b), (c),
(m), or (o) of the Internal Revenue Code of 1986, as amended (the "Code"), but
only to the extent required.

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     3. "Company": Carolina Power & Light Company, a North Carolina corporation,
or any successor to it in the ownership of substantially all of its assets and
each Affiliated Company that, with the consent of the Compensation Committee,
adopts the Plan and is included in Exhibit B, as in effect from time to time.

     4. "Compensation Committee": The Organization and Compensation Committee of
the Board of Directors of the Sponsor.

     5. "Corporate Factor": The factor determined by the Compensation Committee
to be utilized in calculating the Corporate Component of an Award pursuant to
Article V, Section 3.a. hereof, which can range from 0 to 1.5.

     6. "Corporate Component": That portion of an Award based upon the overall
performance of the Sponsor, as determined in Article V, Section 3.a. hereof.

     7. "Date of Retirement": The first day of the calendar month immediately
following the Participant's Retirement.

     8. "EBITDA": The earnings of the Sponsor before interest, taxes,
depreciation, and amortization as determined from time to time by the
Compensation Committee.

     9. "EBITDA Growth": The percentage increase (if any) in EBITDA of the
Sponsor for any Year, as compared to the previous Year as determined from time
to time by the Compensation Committee.

     10. "Noncorporate Component": That portion of an Award based upon the level
of attainment of a Company, business unit/group, departmental, and individual
Performance Measures, as provided in Article V, Section 3 .b. hereof, which can
range from 0 to 1.5.

     11. "Participant": An employee of any Company who is selected pursuant to
Article IV hereof to be eligible to receive an Award under the Plan.

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     12. "Peer Group": The utilities included in the Standard & Poors Utility
(Electric Power Companies) Index.

     13. "Performance Measure": A goal or goals established for measuring the
performance of a Company, business unit/group, department, or individual used
for the purpose of computing the Noncorporate Component of an Award for a
Participant.

     14. "Performance Unit": A unit or credit, linked to the value of the
Sponsor's Common Stock under the terms set forth in Article VI hereof.

     15. "Plan": The Management Incentive Compensation Plan of Carolina Power &
Light Company as contained herein, and as it may be amended from time to time.

     16. "Retirement": A Participant's termination of employment with a Company
after having met at least one of the following requirements: at least age 65
with 5+ years of service, at least age 55 with 15+ years of service, or 35+
years of service regardless of age.

     17. "Salary": The compensation paid by a Company to a Participant in a
relevant Year, consisting of regular or base compensation, such compensation
being understood not to include bonuses, if any, or incentive compensation, if
any. Provided, that such compensation shall not be reduced by any cash deferrals
of said compensation made under any other plans or programs maintained by such
Company.

     18. "Section 16 Participants": Those Participants who are subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the
"1934 Act"). Individuals who are subject to Section 16 of the 1934 Act include,
without limitation, directors and certain officers of the Sponsor, and any
individual who beneficially owns more than ten percent of a class of the
Sponsor's equity securities registered under Section 12 of the 1934 Act.

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     19. "Senior Management Committee": The Senior Management Committee of the
Sponsor.

     20. "Target Award Opportunity": The target for an Award under this Plan as
set forth in Section 2 of Article V hereof.

     21. "Year": A calendar year.


                                   ARTICLE III
                                   -----------

                                 ADMINISTRATION
                                 --------------

         The Plan shall be administered by the Chief Executive Officer of the
Sponsor. Except as otherwise provided herein, the Chief Executive Officer of the
Sponsor shall have sole and complete authority to (i) select the Participants;
(ii) establish and adjust (either before or during the relevant Year) a
Participant's Performance Measures, their relative percentage weight, and the
performance criteria necessary for attainment of various performance levels;
(iii) approve Awards; (iv) establish from time to time regulations for the
administration of the Plan; and (v) interpret the Plan and make all
determinations deemed necessary or advisable for the administration of the Plan,
all subject to its express provisions. Notwithstanding the foregoing, with
respect to Participants who are at or above the Department Head level in any
Company, the performance criteria and Awards shall be subject to the specific
approval of the Compensation Committee. In addition, the Compensation Committee
shall have the sole authority to determine the total payout under the Plan up to
a maximum of three percent (3%) of the Sponsor's after-tax income for a relevant
Year.


                                       4
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         A majority of the Compensation Committee shall constitute a quorum, and
the acts of a majority of the members present at any meeting at which a quorum
is present, or acts approved in writing by a majority of the members of the
Committee without a meeting, shall be the acts of such Committee.

                                   ARTICLE IV

                                  PARTICIPATION
                                  -------------

         The Chief Executive Officer of the Sponsor shall select from time to
time the Participants in the Plan for each Year from those employees of each
Company who, in his opinion, have the capacity for contributing in a substantial
measure to the successful performance of the Company that Year. No employee
shall at any time have a right to be selected as a Participant in the Plan for
any Year nor, having been selected as a Participant for one Year, have the right
to be selected as a Participant in any other Year.



                                    ARTICLE V
                                    ---------

                                     AWARDS
                                     ------

         1. Eligibility. In order for any Participant to be eligible to receive
an Award, two conditions must be met. First, a contribution must be earned by
one or more groups of employees under the Employee Stock Incentive Plan feature
of the Sponsor's Stock Purchase-Savings Plan. Second, the Sponsor must also meet
minimum threshold performance levels for return on common equity, EBITDA Growth,
and other measures for the relevant Year as may be established by the
Compensation Committee. Threshold performance for return on common

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equity and EBITDA Growth is the weighted average of a Peer Group of utilities,
averaged over the most recent three-year period. To satisfy threshold
performance, the Sponsor must be above the three-year average with respect to
return on common equity and EBITDA Growth.



     2. Target Award Opportunities. The following table sets forth Target Award
Opportunities, expressed as a percentage of Salary, for various levels of
participation in the Plan:

  ------------------------------------------ -------------------------------
                     Participation              Target Award 0pportunities
  ------------------------------------------ -------------------------------
  Chief Executive Officer of Sponsor                      60%
  ------------------------------------------ -------------------------------
  Chief Operating Officer of Sponsor                      60%
  ------------------------------------------ -------------------------------
  Executive Vice Presidents of Sponsor                    40%
  ------------------------------------------ -------------------------------

  ------------------------------------------ -------------------------------
  Senior Vice Presidents of Sponsor                       35%
  ------------------------------------------ -------------------------------
  Department Heads (or equivalent)                        25%
  ------------------------------------------ -------------------------------
  Other Participants:
             Key Managers                                 20%
             Other Managers                               15%
  ------------------------------------------ -------------------------------

The Target Award Opportunity for the Chief Executive Officer of the Sponsor
shall be 60%; however, the Compensation Committee of the Board shall be
authorized to change that amount from year to year, or to award an amount of
compensation based on other considerations, in its complete discretion.

     3. Award Components. Awards under the Plan to which Participants are
eligible consist of the sum of a Corporate Component and a Noncorporate
Component. The portion of the Target Award Opportunities attributable to the
Corporate Component and Noncorporate Component, respectively, for various levels
of participation, is set forth in the following table:


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---------------------------------------------- ---------------- ---------------
                        Participants              Corporate      Noncorporate
                                                  Component       Component
---------------------------------------------- ---------------- ---------------
Chief Executive Officer of Sponsor                  100%              -
---------------------------------------------- ---------------- ---------------
Chief Operating Officer of Sponsor                  100%              -
---------------------------------------------- ---------------- ---------------
 Executive Vice Presidents of Sponsor                75%             25%
---------------------------------------------- ---------------- ---------------
Senior Vice Presidents of Sponsor                    75%             25%
---------------------------------------------- ---------------- ---------------
Department Heads (or equivalent)                     50%             50%
---------------------------------------------- ---------------- ---------------
Other Participants                                   50%             50%
---------------------------------------------- ---------------- ---------------

                a. Corporate Component. The Corporate Component of an Award is
based upon the overall performance of the Sponsor. In the event the conditions
set forth in Section 1 of Article V are met and the Compensation Committee, in
its discretion, determines an appropriate Corporate Factor, that Corporate
Factor shall be multiplied by the portion of a Participant's Target Award
Opportunity attributable to the Corporate Component in order to determine the
percentage of such Participant's Salary which will comprise the Corporate
Component of his or her Award. Notwithstanding the foregoing, if the second
condition set forth in Section 1 of Article V is not fully met, the Compensation
Committee may nevertheless in its discretion determine an appropriate Corporate
Factor and grant a Corporate Component of an Award to the Participants.

                b. Noncorporate Component. The Noncorporate Component of an
Award for a Participant is based upon the level of attainment of Company,
business unit/group, departmental and individual Performance Measures.
Performance Measures for each Participant and their relative weight are
determined pursuant to authority granted in Article III hereof.

                         (i)  Performance  Levels.  There are  three  levels of
performance related to each of a Participant's Performance Measures:
outstanding, target, and threshold. The specific performance criteria for each
level of a Participant's Performance Measures shall be set forth in

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writing prior to the beginning of an applicable Year, or within thirty (30) days
after a Participant first becomes eligible to participate in the Plan, and shall
be determined pursuant to authority granted in Article III hereof. The payout
percentages to be applied to each Participant's Target Award Opportunity are as
follows:


                   Performance Level         Payout Percentage
                   -----------------         -----------------
                     Outstanding                   150%
                       Target                      100%
                      Threshold                     50%

Payout percentages shall be adjusted for performance between the designated
performance levels, provided, however, that performance which falls below the
"Threshold" performance level results in a payout percentage of zero unless the
Chief Executive Officer of Sponsor directs otherwise.

                         (ii) Determination of Noncorporate Component. In order
to determine a Participant's Noncorporate Component, if any, for a particular
Year, the Chief Executive Officer of Sponsor initially shall determine the
appropriate payout percentage for each of such Participant's Performance
Measures. Thereafter, each payout percentage is multiplied by the percentage
weight assigned to each such Performance Measure and the results added together.
That aggregate amount is multiplied by the Participant's Target Award
Opportunity for the Noncorporate Award Component for the respective Year and the
result is multiplied by the Participant's Salary.

                         (iii) Change of Job Status. Participants who change
organizations during a Year will have their Noncorporate Component prorated
based upon the Performance Measures achieved in each organization and the length
of time served in each organization. In the

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discretion of the Chief Executive Officer of Sponsor, employees may become
Participants during a Year based on promotions and may receive an Award prorated
based on the length of time served in the qualifying job and the Performance
Measures achieved while in the qualifying job.

         4. New Participants. Any Award that is earned during the Year of
selection shall be pro rated based on the length of time served in the
qualifying job.

         5. Reduction of Award Amount. In the event of documented performance
deficiencies of a Participant during a Year, the Chief Executive Officer of
Sponsor, in his discretion, may reduce the Award payable to such Participant for
such Year.

         6. Example. Attached as Exhibit A and incorporated by reference is an
example of the process by which an Award is granted hereunder. Said exhibit is
intended solely as an example and in no way modifies the provisions of this
Article V.

                                   ARTICLE VI

                        DISTRIBUTION AND DEFERRAL OF AWARDS
                        -----------------------------------

         1. Distribution of Awards. Unless a Participant elects to defer an
award pursuant to the remaining provisions of this Article VI, awards under the
Plan earned during any Year shall be paid in cash in the succeeding Year,
normally no later than March 15 of such succeeding Year.

         2. Deferral Election. A Participant may elect to defer the Plan Award
he or she has earned for any Year by completing and submitting to the Vice
President, Human Resources, a deferral election form by the later of (1)
November 30 of the Year in which the Award is earned or (2) the thirtieth (30th)
day after first becoming eligible to participate in the deferral election
provisions of the Plan; provided, however, that for the 1995 Plan Year, deferral
elections shall be

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made by no later than November 30, 1995. Such election shall apply to the
Participant's Award, if any, otherwise to be paid as soon as practicable after
the Year during which it was earned. A Participant's deferral election may apply
to 100%, 75%, 50%, or 25% of the Plan Award; provided, however, that in no event
shall the amount deferred be less than $1,000.

         The election to defer shall be irrevocable as to the Award earned
during the particular Year.

         3.     Period of Deferral.  At the time of a  Participant's  deferral
election, a Participant must also select a distribution date. Subject to Section
6, the distribution date may be: (a) any date that is at least five (5) years
subsequent to the date the Plan Award would otherwise be payable, but not later
than the second anniversary of the Participant's Date of Retirement; or (b) any
date that is within two years following the Participant's Date of Retirement.
Subject to Section 6, a Participant may extend the distribution date for one or
more additional Year(s) by making a new deferral election at least one (1) year
before the previously selected distribution date occurs; provided, however, that
in no event shall the subsequent distribution date be a date that is more than
two years beyond the Participant's Date of Retirement.

         4. Performance Units. All Awards which are deferred under the Plan
shall be recorded in the form of Performance Units. Each Performance Unit is
generally equivalent to a share of the Sponsor's Common Stock. In converting the
cash award to Performance Units, the number of Performance Units granted shall
be determined by dividing the amount of the Award by 85% of the average value of
the opening and closing price of a share of the Sponsor's Common Stock on the
last trading day of the month preceding the date of the Award. The Performance
Units attributable to the 15% discount from the average value of the Sponsor's
Common Stock shall be referred to as the "Incentive

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Performance Units." The Incentive Performance Units and any adjustments or
earnings attributable to those Performance Units shall be forfeited by the
Participant if he or she terminates employment either voluntarily or
involuntarily other than for death or retirement prior to five years from March
15 of the Year in which payment would have been made if the Award had not been
deferred.

         5. Plan Accounts. A Plan Deferral Account will be established on behalf
of each Participant, and the number of Performance Units awarded to a
Participant shall be recorded in each Participant's Plan Deferral Account as of
the first of the month coincident with or next following the month in which a
deferral becomes effective. The number of Performance Units recorded in a
Participant's Plan Deferral Account shall be adjusted to reflect any splits or
other adjustments in the Sponsor's Common Stock, the payment of any cash
dividends paid on the Sponsor's Common Stock and the payment of Awards under
this Plan to the Participant. To the extent that any cash dividends have been
paid on the Sponsor's Common Stock, the number of Performance Units shall be
adjusted to reflect the number of Performance Units that would have been
acquired if the same dividend had been paid on the number of Performance Units
recorded in the Participant's Plan Deferral Account on the dividend record date.
For purposes of determining the number of Performance Units acquired with such
dividend, the average of the opening and closing price of the Sponsor's Common
Stock on the payment date of the Sponsor's Common Stock dividend shall be used.

         Each Participant shall receive an annual statement of the balance of
his Plan Deferral Account, which shall include the Incentive Performance Units
and associated earnings and adjustments that are subject to being forfeited as
provided above.

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         6. Payment of Deferred Plan Awards. Subject to Section 4 related to
forfeiture of Incentive Performance Units, Deferred Plan Awards shall be paid in
cash by each Company beginning no later than the next April 1 following the
distribution date or the deferred distribution date specified by the Participant
in accordance with Section 3. To convert the Performance Units in a
Participant's Plan Deferral Account to a cash payment amount, Performance Units
shall be multiplied by the average of the opening and closing price of the
Sponsor's Common Stock on the last trading day preceding the payment of the
Deferred Plan Award. Except as otherwise provided below, deferred amounts will
be paid either in a single lump-sum payment or in up to five (5) annual
payments.

         In the event that a Participant elects to receive the deferred Plan
Award in equal annual payments, the amount of the Award to be received in each
year shall be determined as follows:

                (a) To determine the amount of the initial annual payment, the
number of Performance Units in the Participant's Plan Deferral Account will be
divided by the total number of annual payments to be received, and the result
will be multiplied by the average of the opening and closing price of the
Sponsor's Common Stock on the last trading day preceding the due date of the
initial payment.

                (b) To determine the amount of each successive annual payment,
the Plan Deferral Account balance will be divided by the number of annual
payments remaining, and the result will be multiplied by the average of the
opening and closing price of the Sponsor's Common Stock on the last trading day
preceding the due date of the annual payment.

         7. Termination of Employment/Effect on Deferral Election. If the
employment of a Participant terminates prior to the last day of a Year for which
a Plan Award is determined, then any deferral election made with respect to such
Plan Award for such Year shall not become

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effective and any Plan Award to which the Participant is otherwise entitled
shall be paid as soon as practicable after the end of the Year during which it
was earned, in accordance with paragraph 1 of this Article VI.

         8. Termination of Employment/Acceleration of Deferral. Notwithstanding
the foregoing, if a Participant terminates employment by reason other than death
or Retirement, full payment of all amounts due to the Participant shall be
accelerated and paid on the first day of the month following the date of
termination. Incentive Performance Units shall be subject to forfeiture as
provided in Section 4.

         9. Financial Hardship Payments. In the event of a severe financial
hardship occasioned by an emergency, including, but not limited to, illness,
disability or personal injury sustained by the Participant or a member of the
Participant's immediate family, a Participant may apply to receive a
distribution earlier than initially elected. The Chief Executive Officer of
Sponsor or his designee may, in his sole discretion, either approve or deny the
request. The determination made by the Chief Executive Officer of Sponsor will
be final and binding on all parties. If the request is granted, the payments
will be accelerated only to the extent reasonably necessary to alleviate the
financial hardship. Incentive Performance Units shall not be subject to early
distribution under this Section 9 until five years from March 15 of the Year in
which payment would have been made if the Award had not been deferred.

         10. Death of a Participant. If the death of a Participant occurs before
a full distribution of the Participant's Plan Deferral Account is made, payment
shall be made to the beneficiary designated by the Participant to receive such
amounts in accordance with the schedule specified in the Participant's Deferral
Election form. Said payment shall be made as soon as practical following
notification that death has occurred. In the absence of any such designation,
payment

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shall be made to the personal representative, executor or administrator of the
Participant's estate.

         11. Non-Assignability of Interests. The interests herein and the right
to receive distributions under this Article VI 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 a Participant
becomes bankrupt, the interests of the Participant under this Article VI may be
terminated by the Chief Executive Officer of Sponsor, which, in his sole
discretion, may cause the same to be held or applied for the benefit of one or
more of the dependents of such Participant or make any other disposition of such
interests that he deems appropriate.

         12. Unfunded Deferrals. Nothing in this Plan, including this Article
VI, shall be interpreted or construed to require the Sponsor or any Company in
any manner to fund any obligation to the Participants, terminated Participants
or beneficiaries hereunder. Nothing contained in this Plan nor any action taken
hereunder shall create, or be construed to create, a trust of any kind, or a
fiduciary relationship between the Sponsor or any Company and the Participants,
terminated Participants, beneficiaries, or any other persons. Any funds which
may be accumulated in order to meet any obligation under this Plan shall for all
purposes continue to be a part of the general assets of the Sponsor or Company;
provided, however, that the Sponsor or Company may establish a trust to hold
funds intended to provide benefits hereunder to the extent the assets of such
trust become subject to the claims of the general creditors of the Sponsor or
Company in the event of bankruptcy or insolvency of the Sponsor or Company. To
the extent that any Participant, terminated Participant, or beneficiary acquires
a right to receive payments from the Sponsor or Company under this Plan, such
rights shall be no greater than the rights of any unsecured general creditor of
the Sponsor or Company.


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                                   ARTICLE VII
                                   -----------

                            TERMINATION OF EMPLOYMENT
                            -------------------------

         A Participant must be actively employed by a Company on the next
January 1 immediately following the Year for which a Plan Award is earned in
order to be entitled to payment of the full amount of any Award for that Year.
In the event the active employment of a Participant shall terminate or be
terminated for any reason before the next January 1 immediately following the
Year for which a Plan Award is earned, such Participant shall receive his or her
Award for the year, if any, in an amount that the Chief Executive Officer of the
Sponsor deems appropriate.

                                  ARTICLE VIII
                                  ------------

                                  MISCELLANEOUS
                                  -------------

         1.       Assignments  and Transfers.  The rights and interests of a
Participant under the Plan may not be assigned, encumbered or transferred
except, in the event of the death of a Participant, by will or the laws of
descent and distribution.

         2. Employee Rights Under the Plan. No Company employee or other person
shall have any claim or right to be granted an Award under the Plan or any other
incentive bonus or similar plan of the Sponsor or any Company. Neither the Plan,
participation in the Plan nor any action taken thereunder shall be construed as
giving any employee any right to be retained in the employ of the Sponsor or any
Company.


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         3.       Withholding.  The  Sponsor or Company  (as  applicable)  shall
have the right to deduct from all amounts paid in cash any taxes required by law
to be withheld with respect to such cash payments.

         4.       Amendment or Termination.  The  Compensation  Committee may in
its sole discretion amend suspend or terminate the Plan or any portion thereof
at any time.

         5.       Governing  Law. This Plan shall be construed  and governed in
accordance with the laws of the state of North Carolina.

         6.       Effective Date.  This Plan, as amended, shall be effective as
of January 1, 1999.

         7.       Entire  Agreement.   This  document  (including  the  exhibit
attached hereto and any future amendments to said exhibit that may be made by
the Chief Executive Officer of the Sponsor) sets forth the entire Plan.




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<PAGE>



                                    EXHIBIT A


                                (to be supplied)






                                       17
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                                    EXHIBIT B




                       North Carolina Natural Gas Company








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<PAGE>




                           DESIGNATION OF BENEFICIARY
                     MANAGEMENT INCENTIVE COMPENSATION PLAN
                                       OF
                         CAROLINA POWER & LIGHT COMPANY

         As provided in the MANAGEMENT INCENTIVE COMPENSATION PLAN of Carolina
Power & Light Company, I hereby designate the following person as my beneficiary
in the event of my death before a full distribution of my Deferral Account is
made.

                            PRIMARY BENEFICIARY:

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

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

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


                           CONTINGENT BENEFICIARY:

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

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

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

Any and all prior designations of one or more beneficiaries by me under the
MANAGEMENT INCENTIVE COMPENSATION PLAN of Carolina Power & Light Company are
hereby revoked and superseded by this designation. I understand that the primary
and contingent beneficiaries named above may be changed or revoked by me at any
time by filing a new designation in writing with the Sponsor's Human Resources
Department.


DATE:__________________


SIGNATURE OF PARTICIPANT:_________________________________

The Participant named above executed this document in our presence on the date
set forth above


WITNESS:                                WITNESS:
        ------------------------                --------------------------



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