Exhibit 10b(25)








                            FLORIDA POWER CORPORATION

                     MANAGEMENT INCENTIVE COMPENSATION PLAN









                            EFFECTIVE JANUARY 1, 2001


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                                TABLE OF CONTENTS


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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......................................9

ARTICLE VIII    MISCELLANEOUS..................................................9

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                                    ARTICLE I

                                     PURPOSE

         The Florida Power Corporation Management Incentive Compensation Plan
(the "Plan") is being established by Progress Energy, Inc. ("Sponsor") in order
to promote the financial interests of the Sponsor and Florida Power Corporation
(the "Company") by (i) attracting and retaining executive officers and other
management-level employees who can have a significant positive impact on the
success of the Company and the financial performance of the Sponsor; (ii)
motivating such personnel to help the Company to 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. It is intended that this Plan shall be
effective only for the calendar year 2001.

                                   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. "Chief Executive Officer": shall mean the Chief Executive Officer of
the Sponsor.

         3. "Company": Florida Power Corporation, a Florida corporation, or any
successor to it in the ownership of substantially all of its assets.

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

         8. "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.

         9. "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.

         10. "Participant": An employee of the Company who is selected pursuant
to Article IV hereof to be eligible to receive an Award under the Plan for the
Year 2001.

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

         12. "Performance Measure": A goal or goals established for measuring
the performance of the Company, business unit/group, department, or individual
used for the

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purpose of computing the Noncorporate Component of an Award for a Participant.

         13. "Plan": The Management Incentive Compensation Plan of Florida Power
Corporation as contained herein, and as it may be amended from time to time.

         14. "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.

         15. "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.

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

         17. "Sponsor": Progress Energy, Inc., a North Carolina Corporation, or
any successor to it in the ownership of substantially all of its assets.

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

         19. "Year": A calendar year.


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                                   ARTICLE III

                                 ADMINISTRATION

         The Plan shall be administered by the Chief Executive Officer. Except
as otherwise provided herein, the Chief Executive Officer 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; provided however that payouts
under the Plan, when combined with total payouts under the Sponsor's Amended
Management Incentive Compansation Plan, shall not exceed a maximum of three
percent (3%) of the Sponsor's after-tax income for a relevant Year.

         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.


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                                   ARTICLE IV

                                  PARTICIPATION

         The Chief Executive Officer shall select the Participants in the Plan
for the Year 2001 from those employees of the Company who, in his opinion, have
the capacity for contributing in a substantial measure to the successful
performance of the Company the Year. No employee shall at any time have a right
to be selected as a Participant in the Plan for the Year nor, having been
selected as a Participant for the 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 Cash Incentive 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 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.


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

  Senior Vice Presidents*                                40%

  Department Heads                                       35%

  Other Participants:
             Key Managers                                25%
             Other Managers                              20%

  *Senior Management Committee level position


         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:

           Participants                            Corporate       Noncorporate
          --------------                           Component        Component
                                                   ---------        ---------

Senior Vice Presidents*                               75%              25%

Department Heads                                      50%              50%

Other Participants                                    50%              50%

*Senior Management Committee level position

           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


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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 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


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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 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 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 and who remain employees of the Company 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
discretion of the Chief Executive Officer, 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, in his
discretion, may reduce the Award payable to such Participant for such Year.


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         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 OF AWARDS

         Awards under the Plan earned during the Year 2001 shall be paid in cash
in the succeeding Year, no later than March 15 of Year 2002.

                                   ARTICLE VII

                            TERMINATION OF EMPLOYMENT

         A Participant must be actively employed by a Company on the January 1,
2002 in order to be entitled to payment of the full amount of any Award for
2001. In the event the active employment of a Participant shall terminate or be
terminated for any reason before the next January 1 2002, such Participant shall
receive his or her Award for the year, if any, in an amount that the Chief
Executive Officer 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.

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         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 the 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 Company.

         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 from
January 1, 2000 through December 31, 2001, or until all Awards earned during the
Year are paid.

         7. Entire Agreement. This document (including the Exhibits attached
hereto) sets forth the entire Plan.

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                                    EXHIBIT A


                                (to be supplied)


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