EXHIBIT NO. 10b(11)
     [Excerpts from Minutes of Meeting of Board of Directors - July 9, 1997]

                     AMENDMENT TO DEFERRED COMPENSATION PLAN
                         FOR KEY MANAGEMENT EMPLOYEES OF
                         CAROLINA POWER & LIGHT COMPANY

         Mr. Smith referred to the Deferred Compensation Plan for Key Management
Employees  of  Carolina  Power & Light  Company  (Plan) and stated  that,  under
ARTICLE XI  AMENDMENT  AND  TERMINATION,  the Company has the right to amend the
Plan.  He stated that  deferrals  under the Plan cannot exceed  fifteen  percent
(15%)  of the  Participant's  Total  Compensation  for the  year in  which  such
deferral election is made, and that additional flexibility was appropriate where
justified in the discretion of the Company's Chief Executive Officer.
          An Amendment One to the Plan was presented to the Board. Amendment One
was marked as Exhibit C to the  minutes of the Board of  Directors  meeting  and
filed with and made a part of the  minutes of the  meeting.  Amendment  One will
allow Participants to defer more than fifteen percent (15%) of the Participant's
Total  Compensation  for the year in which such deferral  election is made,  but
only when  justified in the sole  discretion  of the Company's  Chief  Executive
Officer.  Mr. Smith recommended that the Board ratify Amendment One to the Plan.
Whereupon,  after  discussion  and upon  motion duly made and  seconded,  it was
unanimously:

          RESOLVED,  that Amendment One to the Plan substantially in the form of
          Exhibit C 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.

                                                            EXHIBIT C TO 
                                                            BOARD OF DIRECTORS 
                                                            MEETING MINUTES
                                  AMENDMENT ONE
                                       TO
                           DEFERRED COMPENSATION PLAN
                                       FOR
                           KEY MANAGEMENT EMPLOYEES OF
                         CAROLINA POWER & LIGHT COMPANY

Pursuant to ARTICLE XI AMENDMENT AND TERMINATION of Deferred  Compensation  Plan
for Key Management  Employees of Carolina Power & Light Company,  as amended and
restated  November 1, 1991, (the "Plan"),  the Board of Directors  hereby amends
the Plan.  The following  changes to the Plan shall become  effective on July 9,
1997, and shall apply to all Deferred  Compensation  Agreements  entered into by
the Company and any Eligible Employee on or after November 1, 1991.

A. Section 2.(a) of ARTICLE III ELIGIBILITY AND  PARTICIPATION is hereby deleted
and replaced with the following:

                  "(a)  An  Eligible  Employee   participates  in  the  Deferred
         Compensation feature of the Plan by irrevocably electing, in the manner
         specified  herein,  to defer future  Salary in an annual amount for one
         (1) or four (4) consecutive  calendar years (or for such fewer years as
         remain until the  Employee's  Normal or Early  Retirement  Date; or for
         such fewer  years as  approved  by the Chief  Executive  Officer of the
         Company; or if the Chief Executive Officer is the affected  Participant
         then for such fewer years as approved  by the  Committee).  An Eligible
         Employee may defer a minimum of $1,000 per year under the four (4) year
         election  and  $3,000  per year  under  the one (1) year  election.  No
         deferral  election  shall be  permitted  which would have the result of
         causing  to be  deferred  under  this Plan in any  calendar  year (as a
         result of such deferral  election and, where  applicable,  any previous
         deferral  elections  pursuant  to  this  Plan or the  predecessor  Plan
         provisions)  amounts of Salary which exceed  fifteen  percent  (15%) of
         such Eligible  Employee's Total Compensation for the year in which such
         deferral  election  is made;  except  when  approved  in  advance  on a
         case-by-case basis by the Company's Chief Executive Officer,  or if the
         Chief Executive Officer is the affected  Participant then when approved
         in advance on a case-by-case basis by the Committee.  Should the amount
         of any  deferral  election  made by any  Eligible  Employee  exceed the
         fifteen  percent  (15%)  limitation  without the prior  approval of the
         Company's  Chief  Executive  Officer,  the amount of such  deferrals so
         elected shall be  automatically  reduced to the maximum level permitted
         by the Plan.

B. In Section 5 of Exhibit A to the Plan, in the chart delete the  references to
Calendar Years 1992,  1993,  1994 and 1995. The references to specific  Calendar
Years are to be filled in on a case-by-case basis.

         Except  as  amended  herein,  the  Deferred  Compensation  Plan for Key
Management  Employees of Carolina  Power & Light Company shall  continue in full
force and effect.