EXHIBIT NO. 10b(12)
     [Excerpts from Minutes of Meeting of Board of Directors - July 9, 1997]

                            AMENDMENT TO SUPPLEMENTAL
                       SENIOR EXECUTIVE RETIREMENT PLAN OF
                         CAROLINA POWER & LIGHT COMPANY

         Mr. Smith referred to the Supplemental Senior Executive Retirement Plan
of Carolina  Power & Light  Company  (Plan) and stated that,  under ARTICLE VIII
AMENDMENT  AND  TERMINATION,  the  Company  has the right to amend the Plan.  He
stated  that the Plan does not permit the Company to grant  additional  years of
Service,  and  that it was  important  to be able to grant  additional  years of
Service  under the Plan as a means of  attracting  and hiring  employees  at the
senior management level.
         Mr. Smith also stated that benefits  payable to Participants who retire
between ages 60 and 65 will receive payments that are actuarially reduced.  This
method of reducing  payments is  excessive,  and is not  consistent  with CP&L's
Supplemental  Retirement Plan. Mr. Smith  recommended that a fixed discount rate
of 2.5% per be applied for every year before the Participant's Normal Retirement
Date, instead of the current actuarial reduction.
         An Amendment One to the Plan was presented to the Board.  Amendment One
was marked as Exhibit D 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 the company to grant additional years of Service to new employees that are
eligible to participate  in the Plan,  provided that those  additional  years of
Service are granted under the terms of a written  employment  agreement  entered
into at the time of their  employment with the Company.  Amendment One will also
replace the current  actuarial  reduction in early  retirement  benefits  with a
fixed  discount  rate of 2.5% per year.  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 D 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 D TO 
                                                            BOARD OF DIRECTORS
                                                            MEETING MINUTES  

                                 AMENDMENT ONE
                                       TO
                 SUPPLEMENTAL SENIOR EXECUTIVE RETIREMENT PLAN
                                       OF
                         CAROLINA POWER & LIGHT COMPANY

         Pursuant to ARTICLE VIII AMENDMENT AND TERMINATION of the  Supplemental
Senior Executive  Retirement Plan of Carolina Power & Light Company,  as amended
and restated  September 21, 1994,  (the "Plan"),  the Board of Directors  hereby
amends the Plan.  The  following  changes to the Plan shall become  effective on
July 1, 1997.

1.       Section 2.16 of ARTICLE II  DEFINITIONS  is hereby deleted and replaced
         with the following:

         "2.16.    Service shall have the same meaning as "Eligibility Service,"
                   determined  as  provided  in  Sections  2.02  and 3.01 of the
                   Retirement  Plan,  plus any additional  years of service that
                   may be granted to the  Participant  in  connection  with this
                   Plan  under  the  terms  of a  written  employment  agreement
                   entered  into at the time the  Participant  becomes  employed
                   with the Company."

2.       Section 4.02 (b) of ARTICLE IV  RETIREMENT  BENEFITS is hereby  deleted
         and replaced with the following:

         "(b)     Amount.  The eligible  Participant's  early retirement benefit
                  shall be a monthly amount equal to his Target Early Retirement
                  Benefit reduced by the sum of (1) his Assumed Early Retirement
                  Pension Benefit and (2) his Social Security Benefit; provided,
                  however,  such benefit will be reduced,  where applicable,  by
                  the following:

                  (i)      the  amount of 2.5% of his early  retirement  benefit
                           for each year that such benefit is received  prior to
                           his Normal Retirement Date; and

                  (ii)     If such  eligible  Participant's  projected  years of
                           Service at his Normal  Retirement  Date are less than
                           fifteen (15), his Target Early Retirement Benefit and
                           his Assumed Early Retirement Pension Benefit shall be
                           calculated  based  upon his years of  Service  at his
                           Early  Retirement Date rather than upon his projected
                           years of Service at his Normal Retirement Date.

         Except as amended herein, the Supplemental Senior Executive  Retirement
Plan of Carolina Power & Light Company shall continue in full force and effect.