EXHIBIT 10B(24)




                              AMENDED AND RESTATED

                  SUPPLEMENTAL SENIOR EXECUTIVE RETIREMENT PLAN



                                       OF



                         CAROLINA POWER & LIGHT COMPANY



                            Effective January 1, 1984



                   (As last amended effective March 15, 2000)


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                                TABLE OF CONTENTS


ARTICLE I - STATEMENT OF PURPOSE

ARTICLE II - DEFINITIONS

         Terms                                                   2.01
         Affiliated Companies                                    2.02
         Assumed Deferred Vested Pension Benefit                 2.03
         Assumed Early Retirement Pension Benefit                2.04
         Assumed Normal Retirement Pension Benefit               2.05
         Board                                                   2.06
         Committee                                               2.07
         Company                                                 2.08
         Designated Beneficiary                                  2.09
         Early Retirement Date                                   2.10
         Eligible Spouse                                         2.11
         Final Average Salary                                    2.12
         Normal Retirement Date                                  2.13
         Participant                                             2.14
         Pension                                                 2.15
         Plan                                                    2.16
         Retirement Plan                                         2.17
         Salary                                                  2.18
         Service                                                 2.19
         Severance Date                                          2.20
         Social Security Benefit                                 2.21
         Spouse's Pension                                        2.22
         Target Early Retirement Benefit                         2.23
         Target Normal Retirement Benefit                        2.24
         Target Pre-Retirement Death Benefit                     2.25
         Target Severance Benefit                                2.26

ARTICLE III  -  ELIGIBILITY AND PARTICIPATION

         Eligibility                                             3.01
         Date of Participation                                   3.02
         Duration of Participation                               3.03

ARTICLE IV  -  RETIREMENT BENEFITS

         Normal Retirement Benefit                               4.01
         Early Retirement Benefit                                4.02
         Surviving Spouse Benefit                                4.03
         Re-employment of Retired Participant                    4.04


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ARTICLE V  -  PRE-RETIREMENT DEATH BENEFITS

         Eligibility                                             5.01
         Amount                                                  5.02
         Alternative Benefit                                     5.03
         Commencement and Duration                               5.04

ARTICLE VI  -  SEVERANCE BENEFITS

         Eligibility                                             6.01
         Amount                                                  6.02
         Commencement and Duration                               6.03
         Surviving Spouse Benefit                                6.04

ARTICLE VII  -  ADMINISTRATION

         Committee                                               7.01
         Voting                                                  7.02
         Records                                                 7.03
         Liability                                               7.04
         Expenses                                                7.05

ARTICLE VIII  -  AMENDMENT AND TERMINATION


ARTICLE IX  -  MISCELLANEOUS

         Non-Alienation of Benefits                              9.01
         No Trust Created                                        9.02
         No Employment Agreement                                 9.03
         Binding Effect                                          9.04
         Suicide                                                 9.05
         Claims for Benefits                                     9.06
         Entire Plan                                             9.07

ARTICLE X  -  CONSTRUCTION

         Governing Law                                          10.01
         Gender                                                 10.02
         Headings, etc.                                         10.03
         Action                                                 10.04


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                                    ARTICLE I
                                    ----------

                              STATEMENT OF PURPOSE
                              --------------------

       This Plan is designed and implemented for the purpose of enhancing the
earnings and growth of Carolina Power & Light Company (the "Sponsor") by
providing to the limited group of senior management employees largely
responsible for such earnings and long-term growth deferred compensation in the
form of supplemental retirement income benefits, thereby increasing the
incentive of such key senior management employees to make the Sponsor and its
Affiliated Companies more profitable. The benefits are normally payable to
Participants upon retirement or death. The terms of the benefits operate in
conjunction with the Participant's benefits payable under the Sponsor's
Supplemental Retirement Plan and are designed to supplement such Supplemental
Retirement Plan benefits and provide the Participant with additional financial
security upon retirement or death.
       The Plan is intended to constitute an unfunded retirement plan for a
select group of management or highly compensated employees within the meaning of
Title I of the Employee Retirement Income Security Act of 1974, as amended.
       The Sponsor hereby restates and amends the Plan effective March 15, 2000.

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                                   ARTICLE II
                                   ----------
                                   DEFINITIONS
                                   -----------

2.01     Terms - Unless otherwise clearly required by the context, the terms
         used herein shall have the following meaning. Capitalized terms that
         are not defined below shall have the meaning ascribed to them in the
         Retirement Plan.
2.02     Affiliated Company shall mean any corporation or other entity that is
         required to be aggregated with the Sponsor pursuant to Section 414(b),
         (c), (m), or (o) of the Internal Revenue Code of 1996, as amended (the
         "Code"), but only to the extent required.
2.03     Assumed Deferred Vested Pension Benefit shall mean the monthly benefit
         of the deferred vested Pension to commence on his Normal Retirement
         Date payable in the form of an annuity to which a separated Participant
         would be entitled under the Retirement Plan, calculated with the
         following assumptions based on such Participant's marital status at the
         time benefits hereunder commence:
         (a)    In the case of a Participant with an Eligible Spouse, in the
                form of a 50% Qualified Joint and Survivor Annuity as provided
                in the Retirement Plan.
         (b)    In the case of a Participant without an Eligible Spouse, in the
                form of a Single Life Annuity as provided in the Retirement
                Plan.
         (c)    Without regard to any other benefit payment option under the
                Retirement Plan.
2.04     Assumed Early Retirement Pension Benefit shall mean the monthly benefit
         of the normal retirement Pension payable in the form of an annuity to
         which a Participant would be entitled under the Retirement Plan at his
         Normal Retirement Date, based upon his projected years of Service at
         his Normal Retirement Date and upon his Final Average Salary as of his
         Early Retirement Date, and calculated with the following assumptions
         based upon his marital status at the time benefits hereunder commence:

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         (a)    In the case of a Participant with an Eligible Spouse, in the
                form of a 50% Qualified Joint and Survivor Annuity as provided
                in the Retirement Plan.
         (b)    In the case of a Participant without an Eligible Spouse, in the
                form of a Single Life Annuity as provided in the Retirement
                Plan.
         (c)    Without regard to any other benefit payment option under the
                Retirement Plan.
2.05     Assumed Normal Retirement Pension Benefit shall mean the monthly
         benefit of the normal retirement Pension payable in the form of an
         annuity to which a Participant would be entitled under the Retirement
         Plan if he retired at his Normal Retirement Date, calculated with the
         following assumptions based on his marital status at the time benefits
         hereunder commence:
         (a)    In the case of a Participant with an Eligible Spouse, in the
                form of a 50% Qualified Joint and Survivor Annuity as provided
                in the Retirement Plan.
         (b)    In the case of a Participant without an Eligible Spouse, in the
                form of a Single Life Annuity as provided in the Retirement
                Plan.
         (c)    Without regard to any other benefit payment option under the
                Retirement Plan.
2.06     Board shall mean the Board of Directors of Sponsor.
2.07     Committee shall mean the Committee on Organization and Compensation of
         the Board.
2.08     Company shall mean Carolina Power & Light Company or any successor to
         it in the ownership of substantially all of its assets, and each
         Affiliated Company that, with the consent of the Board adopts the Plan
         and is included in Appendix A, as in effect from time to time. Appendix
         A shall set forth any limitations imposed on employees of Affiliated
         Companies that adopt the Plan, including limitations on "Service,"
         notwithstanding any provision of the Plan to the contrary.

2.09     Designated Beneficiary shall mean one or more beneficiaries as
         designated by a Participant in writing delivered to the Committee. In
         the event no such written designation is made by a Participant or if
         such beneficiary shall not be living or in existence at the time for
         commencement of payment to any Designated Beneficiary under the Plan,
         the Participant shall be deemed to have designated his estate as such
         beneficiary.

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2.10     Early Retirement Date shall mean the date on which a Participant who
         qualifies for the early retirement benefit of Section 4.02 hereof
         retires from the employ of the Company and its affiliated entities.
2.11     Eligible Spouse shall mean the spouse of a Participant who, under the
         laws of the State where the marriage was contracted, is deemed married
         to that Participant on the date on which the payments from this Plan
         are to begin to the Participant, except that for purposes of Articles V
         and VI hereof, Eligible Spouse shall mean a person who is married to a
         Participant for a period of at least one year prior to his death.
2.12     Final Average Salary shall mean a Participant's average monthly Salary
         (as defined in Section 2.18 hereof) during the 36 completed calendar
         months of highest compensation within the 120-month period immediately
         preceding the earliest to occur of the Participant's death, Severance
         Date, Early Retirement Date, or Normal Retirement Date, whichever is
         applicable. Provided, however, if a Participant becomes entitled to a
         benefit hereunder while under a period of long-term disability under
         the Sponsor's Group Insurance Plan, Final Average Salary shall be
         determined for the 12 calendar months immediately preceding the
         commencement of such period of long-term disability. Provided, further,
         in determining average monthly Salary (i) annual bonuses and other
         similar payments shall be deemed received in twelve (12) equal payments
         beginning with the eleventh preceding month and ending with the month
         in which actual payment is made, and (ii) amounts of compensation
         deferred under any deferred compensation plan or arrangement shall be
         deemed received in the months such payments would have been received
         assuming no deferral had occurred. For years of Service granted under
         the terms of a written employment agreement as provided under Section
         2.19, Salary during each such month is deemed to be zero dollars
         ($0.00) for purposes of calculating Final Average Salary.
2.13     Normal Retirement Date shall mean the first day of the calendar month
         coinciding with or next following the Participant's 65th birthday.

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2.14     Participant  shall mean an employee of the Company who is eligible and
         is participating in this Plan in accordance with Article III hereof.
2.15     Pension shall mean a level monthly annuity which is payable under the
         Retirement Plan as of the Benefit Commencement Date if the Participant
         elected an annuity form of benefit.
2.16     Plan shall mean the "Supplemental Senior Executive Retirement Plan of
         Carolina Power & Light Company" as contained herein and as it may be
         amended from time to time hereafter.
2.17     Retirement Plan shall mean the "Supplemental Retirement Plan of
         Carolina Power & Light Company" (as amended effective January 1, 1999)
         as it may be amended from time to time hereafter.
2.18     Salary shall mean the sum of:
         (1)    The annual base compensation paid by the Company to a
                Participant, and
         (2)    annual cash awards made under incentive compensation programs
                excluding, however, any payment made under the Sponsor's
                Long-Term Compensation Program or the Sponsor's 1997 Equity
                Incentive Plan, and
         (3)    amounts of annual compensation deferred under any deferred
                compensation plan or arrangement (including, without limitation,
                the "Executive Deferred Compensation Plan," the "Deferred
                Compensation Plan for Key Management Employees of Carolina Power
                & Light Company," the "Carolina Power & Light Company Management
                Deferred Compensation Plan" effective January 1, 2000, and the
                "Stock Purchase - Savings Plan of Carolina Power & Light
                Company") and which, but for the deferral, would have been
                reflected in Internal Revenue Service Form W-2.
2.19     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

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         employment agreement (or any amendment thereto) entered into between
         the Company and the Participant .
2.20     Severance Date shall mean the earlier of:
         (a)      The date a Participant leaves the employ of the Company and
                  all affiliated entities other than on account of his death, a
                  period of long-term disability under the Company's Group
                  Insurance Plan, or retirement at either his Early Retirement
                  Date or upon or after his Normal Retirement Date, or
         (b)      The first anniversary of the date on which a Participant is
                  first absent from the service of the Sponsor and all
                  Affiliated Companies, with or without pay, other than on
                  account of his death, a period of long-term disability under
                  the Company's Group Insurance Plan, or his retirement at
                  either his Early Retirement Date or upon or after his Normal
                  Retirement Date.
         If a Participant shall leave the employ of the Company and all
         Affiliated Companies under circumstances described in (b) and shall
         during such absence (and before the first anniversary of commencement
         of said absence) quit or be discharged, his Severance Date shall be the
         date he quits or is discharged.

2.21     Social Security Benefit means the monthly amount of benefit which a
         Participant is or would be entitled to receive at age 65 as a primary
         insurance amount under the federal Social Security Act, as amended,
         whether or not he applies for such benefit, and even though he may lose
         part or all of such benefit through delay in applying for it, by making
         application prior to age 65 for a reduced benefit, by entering into
         covered employment, or for any other reason. The amount of such Social
         Security Benefit to which the Participant is or would be entitled shall
         be estimated by the Committee for the purposes of this Plan as of the
         January 1 of the year in which his Severance Date or retirement occurs
         on the following basis:
         (a)      For a Participant entitled to a normal retirement benefit, on
                  the basis of the federal Social Security Act as in effect on
                  the January 1 coincident with or next preceding

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                  his Normal Retirement Date (regardless of any retroactive
                  changes made by legislation enacted after said January 1);
         (b)      For a Participant entitled to an early retirement benefit, on
                  the basis of the federal Social Security Act as in effect on
                  the January 1 coincident with or next preceding his Early
                  Retirement Date (regardless of any retroactive change made by
                  legislation enacted after said January 1), assuming that his
                  employment, and Salary in effect at his Early Retirement Date,
                  continued to age 65; or
         (c)      For a Participant entitled to a severance benefit, on the
                  basis of the federal Social Security Act as in effect on the
                  January 1 coincident with or next preceding his Severance Date
                  (regardless of any retroactive change made by legislation
                  enacted after said January 1), assuming that his employment,
                  and Salary in effect at his Severance Date, continued to age
                  65.
         For purposes of the calculations required under paragraphs (a) and (b)
         above, if a Participant is disabled under a period of long-term
         disability under the Company's Group Insurance Plan, said Social
         Security Benefit shall be calculated as if his Salary in effect at the
         commencement of such period of long-term disability continued to age
         65.
2.22     Spouse's Pension shall mean the actual monthly benefit payable to an
         Eligible Spouse under the Retirement Plan, assuming the Eligible Spouse
         elected a 50% Joint and Survivor Annuity form of benefit.
2.23     Target Early Retirement Benefit shall mean an amount equal to a
         Participant's Final Average Salary determined at his Early Retirement
         Date multiplied by four percent (4%) for each projected year of Service
         at his Normal Retirement Date up to a maximum of sixty-two percent
         (62%).
2.24     Target Normal Retirement Benefit shall mean an amount equal to a
         Participant's Final Average Salary determined at his Normal Retirement
         Date multiplied by four percent (4%) for each projected year of Service
         at his Normal Retirement Date up to a maximum of sixty-two percent
         (62%).

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2.25     Target Pre-Retirement Death Benefit shall mean an amount equal to a
         deceased Participant's Final Average Salary determined at his death
         multiplied by four percent (4%) for each year of Service at his death
         up to a maximum of sixty-two percent (62%).
2.26     Target Severance Benefit shall mean an amount equal to a Participant's
         Final Average Salary determined at his Severance Date multiplied by
         four percent (4%) for each year of Service at his Severance Date up to
         a maximum of sixty-two percent (62%).


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

                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

3.01     Eligibility. Any executive employee of a Company who has served on the
         Senior Management Committee of the Sponsor and who has been a Senior
         Vice President or above for a minimum period of three (3) years and who
         has at least ten (10) years of Service shall be eligible to participate
         in this Plan.
3.02     Date of Participation. Each executive who is eligible to become a
         Participant under Section 3.01 shall become a Participant on the first
         day of the month following the month in which he is first eligible to
         participate.
3.03     Duration of Participation. Each executive who becomes a Participant
         shall continue to be a Participant until the termination of his
         employment with the Company or, if later, the date he is no longer
         entitled to benefits under this Plan.


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                                   ARTICLE IV
                                   ----------

                               RETIREMENT BENEFITS
                               -------------------

4.01     Normal Retirement Benefit.
         (a)      Eligibility. A Participant whose employment with the Company
                  terminates on or after his Normal Retirement Date shall be
                  eligible for the normal retirement benefit described in this
                  Section 4.01.
         (b)      Amount and Form. The monthly payment hereunder shall be in the
                  form of a Single Life Annuity if the Participant has no
                  Eligible Spouse and in the form of a 50% Qualified Joint and
                  Survivor Annuity if the Participant has an Eligible Spouse.
                  The eligible Participant's normal retirement benefit shall be
                  a monthly amount equal to his Target Normal Retirement Benefit
                  reduced by the sum of (1) his Assumed Normal Retirement
                  Pension Benefit and (2) his Social Security Benefit.
         (c)      Commencement and Duration. Monthly normal retirement benefit
                  payments shall commence at the same time as the eligible
                  Participant's normal retirement Pension payable from the
                  Retirement Plan and shall continue in monthly installments
                  thereafter ending with a payment for the month in which such
                  eligible Participant's death occurs, unless the benefit is
                  being paid in the form of a Qualified Joint and Survivor
                  Annuity, in which case the survivor benefit shall be paid to
                  the Eligible Spouse, if living, for his or her life. If at the
                  time of commencement of payment such eligible Participant does
                  not have an Eligible Spouse the monthly benefit payments shall
                  be guaranteed for one hundred twenty (120) monthly payments
                  with any such guaranteed payments remaining at such
                  Participant's death payable to his Designated Beneficiary.

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4.02     Early Retirement Benefit.
         (a)      Eligibility. Upon recommendation of the Chief Executive
                  Officer of the Company and approval of the Committee, a
                  Participant whose employment with the Company terminates upon
                  or after his attainment of age fifty-five (55) with at least
                  fifteen (15) years of Service (except for purposes of
                  calculating benefits payable under Article V. PRE-RETIREMENT
                  DEATH BENEFITS and Article VI. SEVERANCE BENEFITS, as
                  applicable) but prior to his Normal Retirement Date, shall be
                  eligible for the early retirement benefit described in this
                  Section 4.02.
         (b)      Amount and Form. The monthly payment hereunder shall be in the
                  form of a Single Life Annuity if the Participant has no
                  Eligible Spouse and in the form of a 50% Qualified Joint and
                  Survivor Annuity if the Participant has an Eligible Spouse.
                  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% 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 actual years of Service at his
                        Early Retirement Date rather than upon his projected
                        years of Service at his Normal Retirement Date.

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         (c)      Commencement and Duration. Monthly early retirement benefit
                  payments shall commence on the first day of the month
                  following the Participant's attainment of age 65, provided,
                  such Participant may make written application to the Committee
                  to have payments commence on the first day of any month
                  following his Early Retirement Date and the decision of the
                  Committee, based upon its sole and absolute discretion, to
                  allow such early commencement of payment shall be final. After
                  commencement of payment, said early retirement benefit
                  payments shall continue in monthly installments thereafter
                  ending with a payment for the month in which such eligible
                  Participant's death occurs, unless the benefit is being paid
                  in the form of a Qualified Joint and Survivor Annuity, in
                  which case the survivor benefit shall be paid to the Eligible
                  Spouse, if living, for his or her life. If at the time of
                  commencement of payment such eligible Participant does not
                  have an Eligible Spouse, the monthly benefit payments shall be
                  guaranteed for one hundred twenty (120) monthly payments with
                  any such guaranteed payments remaining at such Participant's
                  death payable to his Designated Beneficiary.
4.03     Surviving Spouse Benefit. The surviving Eligible Spouse of a
         Participant who is receiving a Qualified Joint and Survivor Benefit as
         a normal retirement benefit or as an early retirement benefit shall be
         eligible for the surviving spouse benefit upon the death of the
         Participant for the duration of the Eligible Spouse's life.
4.04     Re-employment of Retired Participant. A retired Participant receiving
         or eligible to receive the retirement benefits described in Sections
         4.01 and 4.02 hereof who is re-employed by a Company shall be
         ineligible to again participate in this Plan.

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                                    ARTICLE V

                          PRE-RETIREMENT DEATH BENEFITS

5.01     Eligibility. A Participant's surviving Eligible Spouse shall be
         eligible for the pre-retirement death benefit as described in this
         Article V if such Participant dies while in the employ of the Company
         with 10 or more years of Service.
5.02     Amount. Such surviving Eligible Spouse shall be entitled to a monthly
         pre-retirement death benefit payable in the form of an annuity in an
         amount equal to the difference, if any, between (a) forty percent (40%)
         of the Target Pre-Retirement Death Benefit and (b) the Spouse's
         Pension.
5.03     Alternative Benefit. If greater than the monthly benefit of Section
         5.02 hereof, the surviving Eligible Spouse of a Participant who dies
         while in the employ of the Company after attaining age fifty-five (55)
         with ten (10) years of Service shall be entitled to a monthly
         pre-retirement death benefit equal to fifty percent (50%) of the early
         retirement benefit the Participant would have been entitled to receive
         under Section 4.02 hereof (calculated using both reductions, where
         applicable, in subsections 4.02(b)(i) and 4.02(b)(ii)) as if he had
         retired immediately prior to his death with the recommendation of the
         Chief Executive Officer and approval of the Committee.
5.04     Commencement and Duration. The surviving Eligible Spouse's monthly
         pre-retirement death benefit payments shall commence in the month
         following the Participant's death and shall be paid in monthly
         installments thereafter ending with a payment for the month in which
         such surviving Eligible Spouse's death occurs.

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                                   ARTICLE VI

                               SEVERANCE BENEFITS

6.01     Eligibility. Upon his termination of employment with the Company at his
         Severance Date, a Participant who has completed ten (10) or more years
         of Service shall be eligible for one of the severance benefits
         described in this Article VI.
6.02     Amount.
         (a)      If at his Severance Date such eligible Participant is not
                  entitled to a deferred vested Pension pursuant to Section 5.03
                  of the Retirement Plan or an early retirement Pension pursuant
                  to Section 5.02 of the Retirement Plan, his severance benefit
                  shall be a monthly amount equal to his Target Severance
                  Benefit reduced by his Social Security Benefit.
         (b)      If at his Severance Date such eligible Participant is entitled
                  to a deferred vested Pension pursuant to Section 5.03 of the
                  Retirement Plan, his severance benefit shall be a monthly
                  amount equal to his Target Severance Benefit reduced by the
                  sum of (1) his Assumed Deferred Vested Pension Benefit and (2)
                  his Social Security Benefit.
         (c)      If at his Severance Date such eligible Participant is entitled
                  to an early retirement Pension pursuant to Section 5.02 of the
                  Retirement Plan, his severance benefit shall be a monthly
                  amount equal to his Target Severance Benefit reduced by the
                  sum of (1) his Assumed Early Retirement Pension Benefit and
                  (2) his Social Security Benefit; provided, however, such
                  Assumed Early Retirement Pension Benefit shall be calculated
                  based upon his actual years of Service at his Severance Date
                  rather than upon his projected years of Service at his Normal
                  Retirement Date.

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6.03     Commencement and Duration. Monthly severance benefit payments shall
         commence on the eligible Participant's Normal Retirement Date and shall
         continue in monthly installments thereafter ending with a payment for
         the month in which such eligible Participant's death occurs.
6.04     Surviving Spouse Benefit.
         (a)      Eligibility. The surviving Eligible Spouse of a Participant
                  who is receiving or who dies after attaining age fifty-five
                  (55) entitled to receive a severance benefit hereunder shall
                  be eligible for the surviving spouse benefit described in this
                  Section 6.04.
         (b)      Amount. Such surviving Eligible Spouse shall be entitled to a
                  monthly surviving spouse benefit in an amount equal to fifty
                  percent (50%) of the severance benefit which the deceased
                  Participant was receiving or entitled to receive at his Normal
                  Retirement Date under either Section 6.02(a) or 6.02(b) hereof
                  on the day before his death.
         (c)      Commencement and Duration. The monthly surviving spouse
                  benefit payment shall commence in the month following the
                  Participant's death and shall be paid in monthly installments
                  thereafter ending with a payment for the month in which such
                  surviving Eligible Spouse's death occurs.


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

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

7.01     Committee. This Plan shall be administered by the Committee. The
         Committee shall have all powers necessary to enable it to carry out its
         duties in the administration of the Plan. Not in limitation, but in
         application of the foregoing, the Committee shall have the duty and
         power to determine all questions that may arise hereunder as to the
         status and rights of Participants in the Plan.
7.02     Voting. The Committee shall act by a majority of the number then
         constituting the Committee, and such action may be taken either by vote
         at a meeting or in writing without a meeting.
7.03     Records. The Committee shall keep a complete record of all its
         proceedings and all data relating to the administration of the Plan.
         The Committee shall select one of its members as a Chairman. The
         Committee shall appoint a Secretary to keep minutes of its meetings and
         the Secretary may or may not be a member of the Committee. The
         Committee shall make such rules and regulations for the conduct of its
         business as it shall deem advisable.
7.04     Liability. To the extent permitted by law, no member of the Committee
         shall be liable to any person for any action taken or omitted in
         connection with the interpretation and administration of this Plan
         unless attributable to his own gross negligence or willful misconduct.
         The Sponsor shall indemnify the members of the Committee against any
         and all claims, losses, damages, expenses, including counsel fees,
         incurred by them, and any liability, including any amounts paid in
         settlement with their approval, arising from their action or failure to
         act, except when the same is judicially determined to be attributable
         to their gross negligence or willful misconduct.
7.05     Expenses. The cost of payments from this Plan and the expenses of
         administering the Plan shall be borne by each Company with respect to
         its own employees.

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

                            AMENDMENT AND TERMINATION
                            -------------------------

The Sponsor reserves the right, at any time or from time to time, by action of
its Board , to modify or amend in whole or in part any or all provisions of the
Plan. In addition, the Sponsor reserves the right by action of its Board to
terminate the Plan in whole or in part. Provided, however, any such
modification, amendment or termination shall not reduce benefits accrued at such
time nor increase vesting requirements with respect to such accrued benefits.



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                                   ARTICLE IX
                                   ----------

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

9.01     Non-Alienation of Benefits. No right or benefit under the Plan shall be
         subject to anticipation, alienation, sale, assignment, pledge,
         encumbrance, or charge, and any attempt to anticipate, alienate, sell,
         assign, pledge, encumber, or charge any right or benefit under the Plan
         shall be void. No right or benefit hereunder shall in any manner be
         liable for or subject to the debts, contracts, liabilities or torts of
         the person entitled to such benefits. If the Participant or Eligible
         Spouse shall become bankrupt, or attempt to anticipate, alienate, sell,
         assign, pledge, encumber, or charge any right hereunder, then such
         right or benefit shall, in the discretion of the Committee, cease and
         terminate, and in such event, the Committee may hold or apply the same
         or any part thereof for the benefit of the Participant or his spouse,
         children, or other dependents, or any of them, in such manner and in
         such amounts and proportions as the Committee may deem proper.
9.02     No Trust Created. The obligations of the Sponsor and each Company to
         make payments hereunder shall constitute a liability of the Sponsor and
         each Company, as the case may be, to a Participant. Such payments shall
         be made from the general funds of the Sponsor or a Company, and the
         Sponsor or a Company shall not be required to establish or maintain any
         special or separate fund, or purchase or acquire life insurance on a
         Participant's life, or otherwise to segregate assets to assure that
         such payment shall be made, and neither a Participant nor Eligible
         Spouse shall have any interest in any particular asset of the Sponsor
         or a Company by reason of its obligations hereunder. Nothing contained
         in the Plan shall create or be construed as creating a trust of any
         kind or any other fiduciary relationship between the Sponsor, a Company
         and a Participant or any other person.
9.03     No Employment Agreement. Neither the execution of this Plan nor any
         action taken by the Sponsor or a Company pursuant to this Plan shall be
         held or construed to confer on a Participant any legal right to be
         continued as an employee of the Sponsor or a Company

                                       18
<PAGE>

         in an executive position or in any other capacity whatsoever. This Plan
         shall not be deemed to constitute a contract of employment between the
         Sponsor or a Company and a Participant, nor shall any provision herein
         restrict the right of any Participant to terminate his employment with
         the Sponsor or a Company.
9.04     Binding Effect. Obligations incurred by the Sponsor or a Company
         pursuant to this Plan shall be binding upon and inure to the benefit of
         the Sponsor or a Company, its successors and assigns, and the
         Participant or his Eligible Spouse.
9.05     Suicide. No benefit shall be payable under the Plan to a Participant or
         Eligible Spouse where such Participant dies as a result of suicide
         within two (2) years of his commencement of participation herein.
9.06     Claims for Benefits. Each Participant or Eligible Spouse must claim any
         benefit to which he is entitled under this Plan by a written
         notification to the Committee. If a claim is denied, it must be denied
         within a reasonable period of time, and be contained in a written
         notice stating the following:
         A.       The specific reason for the denial.
         B.       Specific reference to the Plan provision on which the denial
                  is based.
         C.       Description of additional information necessary for the
                  claimant to present his claim, if any, and an explanation of
                  why such material is necessary.
         D.       An explanation of the Plan's claims review procedure.
         The claimant will have 60 days to request a review of the denial by the
         Committee, which will provide a full and fair review. The request for
         review must be in writing delivered to the Committee. The claimant may
         review pertinent documents, and he may submit issues and comments in
         writing.
         The decision by the Committee with respect to the review must be given
         within 60 days after receipt of the request, unless special
         circumstances require an extension (such as for a hearing). In no event
         shall the decision be delayed beyond 120 days after receipt of the

                                       19
<PAGE>

         request for review. The decision shall be written in a manner
         calculated to be understood by the claimant, and it shall include
         specific reasons and refer to specific Plan provisions as to its
         effect.

9.07     Entire Plan. This document and any amendments contain all the terms and
         provisions of the Plan and shall constitute the entire Plan, any other
         alleged terms or provisions being of no effect.


                                       20
<PAGE>
                                    ARTICLE X
                                    ----------

                                  CONSTRUCTION
                                  ------------

10.01      Governing  Law. This Plan shall be construed  and governed in
           accordance  with the laws of the State of North Carolina, to the
           extent not preempted by Federal Law.
10.02      Gender. The masculine gender, where appearing in the Plan, shall be
           deemed to include the feminine gender, and the singular may include
           the plural, unless the context clearly indicates to the contrary.
10.03      Headings, etc. The cover page of this Plan, the Table of Contents and
           all headings used in this Plan are for convenience of reference only
           and are not part of the substance of this Plan.
10.04      Action.  Any action  under this Plan  required or  permitted  by the
           Sponsor  shall be by action of its Board or its duly authorized
           designee.



                                       21
<PAGE>

                                   APPENDIX A
                                   ----------

         North Carolina Natural Gas Company ("NCNG"); provided that for all
purposes of the Plan, Service for an employee of NCNG on December 31, 1999 (as
defined in Section 2.19) shall include employment only with NCNG (or another
adopting Company) on or after January 1, 2000; and further provided that the
accrued benefit calculated under Sections 2.03, 2.04 and 2.05 shall not include
the "Accrued Benefit" under Supplement A, Paragraph A-2 of the Retirement Plan,
attributable to the NCNG Employees Pension Plan.

                                       22