EXHIBIT 10B(21)

                                    EXHIBIT A
                                       TO
                           1997 EQUITY INCENTIVE PLAN

                           PERFORMANCE SHARE SUB-PLAN
                           --------------------------

                    (As Revised and Restated March 17, 1999)

         This Performance Share Sub-Plan ("Sub-Plan") sets forth the rules and
regulations adopted by the Committee for issuance of Performance Share Awards
under Section 10 of the 1997 Equity Incentive Plan ("Plan"). Capitalized terms
used in this Sub-Plan that are not defined herein shall have the meaning given
in the Plan. In the event of any conflict between this Sub-Plan and the Plan,
the terms and conditions of the Plan shall control. No Award Agreement shall be
required for participation in this Sub-Plan.

SECTION 1.   DEFINITIONS

When used in this Sub-Plan, the following terms shall have the meanings as set
forth below, and are in addition to the definitions set forth in the Plan.

1.1      "Account" means the account used to record and track the number of
         Performance Shares granted to each Participant as provided in Section
         2.4.

1.2      "Award" as used in this Sub-Plan means each aggregate award of
         Performance Shares as provided in Section 2.2.

1.3      "EBITDA" means earnings before interest, taxes, depreciation, and
         amortization as determined from time to time by the Committee.

1.4      "EBITDA Growth" means the percentage increase (if any) in EBITDA for
         any Year, as compared to the previous Year as determined from time to
         time by the Committee.

1.5      "Peer Group" means the utilities included in the Standard & Poors
         Utility (Electric Power Companies) Index.

1.6      "Performance Period" for purposes of this Sub-Plan means three
         consecutive Years beginning with the Year in which an Award is granted.

1.7      "Performance Schedule" means Attachment 1 to this Sub-Plan, which sets
         forth the Performance Measures applicable to this Sub-Plan.
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1.8      "Performance Share" for purposes of this Sub-Plan means each unit of an
         Award granted to a Participant, the value of which is equal to the
         value of Company Stock as hereinafter provided.

1.9      "Retire" or "Retirement" means termination of employment on or after:

               (a)  becoming 65 years old with at least 5 years of service;

               (b)  becoming 55 years old with at least 15 years of service; or

               (c)  achieving at least 35 years of service, regardless of age.

1.10     "Salary" means the regular base rate of compensation payable by the
         Company to a Participant on an annual basis as of the date an Award is
         Granted. Salary does not include bonuses, if any, or incentive
         compensation, if any. Such compensation shall not be reduced by any
         deferrals made under any other plans or programs maintained by the
         Company.

1.11     "Total Shareholder Return" means the total percentage return realized
         by the owner of a share of stock during a relevant Year or any part
         thereof. Total Shareholder Return is equal to the appreciation or
         depreciation in value of the stock (which is equal to the closing value
         of the stock on the last trading day of the relevant period minus the
         closing value of the stock on the last trading day of the preceding
         Year) plus the dividends declared during the relevant period, divided
         by the closing value of the stock on the last trading day of the
         preceding Year. Closing values for the stock on the dates given above
         shall be those published in the Wall Street Journal.

1.12     "Year" means a calendar year.

SECTION 2.  SUB-PLAN PARTICIPATION AND AWARDS

2.1      Participant Selection. Participants under this Sub-Plan shall be
selected by the Committee in its sole discretion as provided in Section 4.2
of the Plan.

2.2 Awards. Subject to any adjustments to be made under Section 2.5, the
Compensation Committee may, in its sole discretion, grant Awards to some or all
of the Participants in the form of a specific number of Performance Shares. The
total value of any Award shall not exceed the following limitations, based on
the Participant's Salary on the date that the Award is granted:

                ----------------------------------- ---------------------
                          Participant                 Award Limitation
                ----------------------------------- ---------------------
                President/CEO                           75% of Salary
                ----------------------------------- ---------------------
                Group Executives                        50% of Salary
                ----------------------------------- ---------------------
                Department Heads and Key Managers*
                           Level I                      30% of Salary
                           Level II                     25% of Salary
                           Level III                    20% of Salary
                ----------------------------------- ---------------------
           *Levels shall be determined in the sole discretion of the Committee

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<PAGE>

2.3 Award Valuation at Grant. In calculating the limitations set forth in
Section 2.2, the value of each Performance Share shall be equal to the closing
price of a share of Stock on the last trading day before the Award is granted,
as published in the Wall Street Journal. Each Award is deemed to be granted on
the day that it is approved by the Committee.

2.4 Accounting and Adjustment of Awards. The number of Performance Shares
awarded to a Participant shall be recorded in a separate Account for each
Participant. The number of Performance Shares recorded in a Participant's
Account shall be adjusted to reflect any splits or other adjustments in the
Stock. If any cash dividends are paid on the Stock, the number of Performance
Shares in each Participant's Account shall be increased by a number equal to (i)
the dividend multiplied times the number of Performance Shares in each
Participant's Account, divided by (ii) the closing price of a share of Stock on
the payment date of the dividend, as published in the Wall Street Journal.

2.5 Performance Schedule and Calculation of Awards. Each Award shall become
vested on January 1 immediately following the end of the applicable Performance
Period, subject to adjustment in accordance with the following procedure.

         (a)      One half of the Award shall be adjusted as follows:

                  (i) The Total Shareholder Return for the Company shall be
                  determined for each Year during the Performance Period, and
                  shall then be averaged (the "Company TSR").

                  (ii) The average Total Shareholder Return for all Peer Group
                  utilities shall be determined for each Year during the
                  Performance Period, and shall then be averaged ( the "Peer
                  Group TSR").

                  (iii) The Peer Group TSR for the Performance Period shall be
                  subtracted from the Company TSR for the Performance Period.
                  The remainder shall then be used to determine the number of
                  vested Performance Shares using the Performance Schedule,
                  based on one half of the number of Performance Shares in the
                  Participant's Account.

         (b)      The other half of the Award shall be adjusted as follows:

                  (i) The EBITDA Growth for the Company shall be determined for
                  each Year during the Performance Period, and shall then be
                  averaged (the Company EBITDA Growth").

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<PAGE>

                  (ii) The average EBITDA Growth for all Peer Group utilities
                  shall be determined for each Year during the Performance
                  period, and shall be averaged (the Peer Group EBITDA Growth").

                  (iii) The Peer Group EBITDA Growth for the Performance Period
                  shall be subtracted from the Company EBITDAGrowth for the
                  Performance Period. The remainder shall then be used to
                  determine the number of vested Performance Shares using the
                  Performance Schedule, based on one half of the number of
                  Performance Shares in the Participant's Account.

         (c) The total number of vested Performance Shares payable to the
Participant shall be the sum of the amounts determined in accordance with
subsections (a) and (b) above.

         (d) The Performance Measures and the Performance Schedule will not
change during any Performance Period with regard to any Awards that have already
been granted. The Committee reserves the right to modify or adjust the
Performance Measures and/or the Performance Schedule in the Committee's sole
discretion with regard to future grants.

2.6 Payment Options. Except as provided in Section 3, Awards shall be paid after
expiration of the Performance Period. The Company will pay in cash to each
Participant the aggregate value of vested Performance Shares, which shall be
determined in accordance with Section 2.7. Payment shall be made as follows:

         (a)      100% on or about April 1 of the Year immediately following
expiration of the Performance Period; or

         (b) in accordance with an alternative payment election made by
Participant substantially in the form attached hereto as Attachment 2, provided
that such election is executed by the Participant and returned to the Vice
President, Human Resources Department no later than the end of the first Year of
the Performance Period. Once made, this election is irrevocable.

2.7 Valuation of Performance Shares. For the purposes of payment of under
Section 2.6, the aggregate value of vested Performance Shares shall be equal to
the total number of vested Performance Shares in the Participant's Account
(after any applicable adjustments under Section 2.5) multiplied times the
closing price of the Stock on the last trading day before payment of the Award,
as published in the Wall Street Journal.

SECTION 3.  EARLY VESTING AND FORFEITURE

3.1 Retirement, Death, Disability, Divestiture or Change in Control. If prior to
expiration of the Performance Period the Participant Retires, dies or becomes
disabled, or in the event of a Divestiture or a Change in Control during a
Performance Period, the

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<PAGE>


Participant's Award shall immediately become vested, and the aggregate value of
the Award shall be paid in cash after being adjusted accordance with the
following procedure.

         (a)      One half of the Award shall be adjusted as follows:

                  (i) The Total Shareholder Return for the Company shall be
                  determined for each Year or partial Year, and a weighted
                  average Total Shareholder Return for the Company shall be
                  calculated for the period between the first day of the
                  Performance Period and the date the Participant Retires, dies
                  or becomes Disabled, or the date of the Divestiture, or the
                  date that the Change in Control becomes effective (the
                  "Prorated Company TSR").

                  (ii) The average Total Shareholder Return for all Peer Group
                  utilities shall be determined for each Year or partial Year,
                  and a weighted average Total Shareholder Return shall be
                  calculated for the period between the first day of the
                  Performance Period and the date the Participant Retires, dies
                  or becomes Disabled, or the date of the Divestiture, or the
                  date that the Change in Control becomes effective ( the
                  "Prorated Peer Group TSR").

                  (iii) The Prorated Peer Group TSR for the Performance Period
                  shall be subtracted from the Prorated Company TSR for the
                  Performance Period. The remainder shall then be used to
                  determine the vested Performance Shares using the Performance
                  Schedule, based on one half of the number of Performance
                  Shares in the Participant's Account.

         (b)      The other half of the Award shall be adjusted as follows:

                  (i) The EBITDA Growth for the Company shall be determined for
                  each Year or partial Year, and a weighted average EBITDA
                  Growth for the Company shall be calculated for the period
                  between the first day of the Performance Period and the end of
                  the calendar quarter immediately preceding the date that the
                  Participant Retires, dies or becomes Disabled, or end of the
                  calendar quarter immediately preceding the date of the
                  Divestiture, or the date that the Change in Control becomes
                  effective (the "Prorated Company EBITDA Growth").

                  (ii) The average EBITDA Growth for all Peer Group utilities
                  shall be determined for each Year or partial Year, and a
                  weighted average EBITDA Growth shall be calculated for the
                  period between the first day of the Performance Period and the
                  end of the calendar quarter immediately preceding the date the
                  Participant Retires, dies or becomes Disabled, or the end of
                  the calendar quarter immediately preceding the date of the


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<PAGE>

                  Divestiture, or the date that the Change in Control becomes
                  effective ( the "Prorated Peer Group EBITDA Growth").

                  (iii) The Prorated Peer Group EBITDA Growth for the
                  Performance Period shall be subtracted from the Prorated
                  Company EBITDA Growth for the Performance Period. The
                  remainder shall then be used to determine the vested
                  Performance Shares using the Performance Schedule, based on
                  one half of the number of Performance Shares in the
                  Participant's Account.

         (c) The total number of vested Performance Shares payable to the
Participant shall be the sum of the amounts determined in accordance with
subsections (a) and (b) above.

         (d) If the Participant Retires, the Award shall be paid in accordance
with the Participant's election as provided in Section 2.6. If the Participant
dies or becomes disabled, or in the event of a Divestiture or Change in Control,
payment shall be made in cash within a reasonable time after the Participant
dies or becomes Disabled, or within a reasonable time after the Divestiture or
Change in Control becomes effective, notwithstanding any election under Section
2.6. Payment upon death shall be made to the Participant's Designated
Beneficiary. The aggregate value of the vested Performance Shares shall be
determined in accordance with section 3.2.

3.2 Valuation of Performance Shares. For the purposes of payment under Section
3.1, the aggregate value of vested Performance Shares shall be equal to the
number of vested Performance Shares in the Participant's Account (after any
applicable adjustments under Section 3.1) multiplied times the closing price of
the Stock on the date that the Participant Retires, dies or becomes Disabled, or
on the date of the Divestiture or Change in Control (as applicable), as
published in the Wall Street Journal.

3.3 Termination of Employment. In the event that a Participant's employment with
the Company terminates for any reason other than Retirement, death or
Disability, any Award made to the Participant which has not vested as provided
in Section 2 shall be forfeited. Any vested Awards shall be paid within a
reasonable time after termination, notwithstanding any election to defer the
payment of any Award under Section 2.6.

4.       NON-ASSIGNABILITY OF AWARDS

The Awards and any right to receive payment under the Plan and this Sub-Plan may
not be anticipated, alienated, pledged, encumbered, or subject to any charge or
legal process, and if any attempt is made to do so, or a Participant becomes
bankrupt, then in the sole discretion of the Committee, any Award made to the
Participant which has not vested as provided in Sections 2 and 3 shall be
forfeited.

5.       AMENDMENT AND TERMINATION

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<PAGE>

This Sub-Plan shall be subject to amendment, suspension, or termination as
provided in the Plan.



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<PAGE>

                                  ATTACHMENT 1
                                  ------------

                              PERFORMANCE SCHEDULE
                              --------------------

                         PERFORMANCE SHARE CALCULATION(1)
                         --------------------------------



The following table shall be used to adjust one half of the Participant's Award
in accordance with Section 2.5(a) or Section 3.1(a) of the Plan:

IF THE COMPANY TSR(2) MINUS                          THEN THE 50% OF THE VESTED
THE PEER GROUP TSR(2) IS:                            PERFORMANCE SHARE AWARD
                                                     SHALL BE MULTIPLIED BY:

        5% or better                                             2.00

        4.0 - 4.99                                               1.75

        3.0 - 3.99                                               1.50

        2.0 - 2.99                                               1.25

        1.0 - 1.99                                               1.00

        (0.99) - 0.99                                             .50

        (1.0) - (1.99)                                            .25

        (2.0) or less                                            0.00



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<PAGE>


The following table shall be used to adjust one half of the Participant's Award
in accordance with Section 2.5(b) or Section 3.1(b) of the Plan:

IF THE COMPANY EBITDA GROWTH(2) MINUS       THEN THE 50% OF THE VESTED
THE PEER GROUP EBITDA GROWTH(2) IS:         PERFORMANCE SHARE AWARD
                                            SHALL BE MULTIPLIED BY:

       5% or better                                        2.00

       4.0 - 4.99                                          1.75

       3.0 - 3.99                                          1.50

       2.0 - 2.99                                          1.25

       1.0 - 1.99                                          1.00

       0.00 - 0.99                                          .50

       Less than 0                                             0

(1) The number of Performance Shares as calculated above shall be paid in
accordance with the provisions of Section 2.5 and 2.6 of the Sub-Plan.

(2) For purposes of Section 3, the Prorated Company TSR and EBITDA Growth and
Prorated Peer Group TSR and EBITDA Growth shall be used, and the number of
Performance Shares as calculated above shall be paid in accordance with the
provisions of Section 3.1 of the Sub-Plan.



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<PAGE>

                                  ATTACHMENT 2
                                  ------------
                           PERFORMANCE SHARE SUB-PLAN
                           199_ DEFERRAL ELECTION FORM

As an employee of Carolina Power & Light Company ("Company"), and a participant
in the Performance Share Sub-Plan of the 1997 Equity Incentive Plan
("Sub-Plan"), I hereby elect to defer payment of my Award otherwise payable to
me by the Company and attributable to services to be performed by me during the
Performance Period beginning on January __, 199__. This election shall apply to
[CHECK ONE]:

         [  ] 100% of the Award                      [  ]    50% of the Award
         [  ] 75%   of the Award                     [  ]    25% of the Award

Upon vesting, I understand that my Award shall continue be recorded in my
Account as Performance Shares as described in the Sub-Plan and adjusted to
reflect the payment and reinvesting of the Company's common stock dividends over
the deferral period, until paid in full.

I hereby elect to defer receipt (or commencement of receipt) of my Award until
the date specified below, or as soon as practical thereafter [CHECK ONE]:

         [  ] a specific date certain at least 5 years from expiration
              of the Performance Period:
                                                            4   / 1 /          *
                                                           ---------------------
                                                              (month/day/year)
         [  ] the April 1 following the date of retirement

         [  ] the April 1 following the first anniversary of my date of
              retirement

* Notwithstanding my election above, if I elect a date certain distribution and
I retire before that date certain, I understand that the Company will commence
distribution of my account no later than the April 1 following the first
anniversary of the date of retirement, or as soon as practical thereafter, even
though said date is earlier than 5 years from expiration of the Performance
Period.

I hereby elect to be paid as described in the Sub-Plan in the form of [CHECK
ONE]:

            [ ] a single payment [ ] annual payments commencing on the date
                                     set forth above and payable on the
                                     anniversary date thereof over:

                     [ ] a two year period    [ ] a three year period
                     [ ] a four year period   [ ] a five year period

I understand that I will receive "earnings" on those deferred amounts when they
are paid to me.

I understand that the election made as indicated herein is irrevocable and that
all deferral elections are subject to the provisions of the Sub-Plan, including
provisions that may affect timing of distributions.

I understand and acknowledge that my interests herein and my rights to receive
distribution of the deferred amounts 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 I become bankrupt, my interest
may be terminated by the Committee, which, in his sole discretion. I further
understand that nothing in the Sub-Plan shall be interpreted or construed to
require the Company in any manner to fund any obligation to me, or to my
beneficiary(ies) in the event of my death.

-------------------------------              -----------------------------------
          (Signature)                                        (Date)

-------------------------------              -----------------------------------
         (Print Name)                                   (Company Location)

Received:
Agent of Chief Executive Officer


-------------------------------              -----------------------------------
          (Signature)                                         (Date)