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                                                                 Exhibit 10b(19)


                  SUPPLEMENTAL SENIOR EXECUTIVE RETIREMENT PLAN



                                       OF



                         CAROLINA POWER & LIGHT COMPANY



                            Effective January 1, 1984



                        (As last amended January 1, 1999)

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                                TABLE OF CONTENTS


ARTICLE I - STATEMENT OF PURPOSE

ARTICLE II - DEFINITIONS

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

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 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 Company 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 Company'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.

                                   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.
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2.02    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.

2.03    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:

        (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 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.

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        (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    Committee shall mean the Committee on Organization and Compensation of
        the Board of Directors of the Company.

2.06    Company shall mean Carolina Power & Light Company or any successor to it
        in the ownership of substantially all of its assets. All subsidiaries of
        Carolina Power & Light Company are excluded unless specifically
        included.

2.07    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.

2.08    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.

2.09    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.

2.10    Final Average Salary shall mean a Participant's average monthly Salary
        (as defined in Section 2.15 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
        Company's Group Insurance Plan, Final Average Salary shall be determined
        for the 12 calendar months

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        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 2.17, Salary during each such month is deemed to
        be zero dollars ($0.00) for purposes of calculating Final Average
        Salary.

2.11    Normal Retirement Date shall mean the first day of the calendar month
        coinciding with or next following the Participant's 65th birthday.

2.12    Participant shall mean an employee of the Company who is eligible and is
        participating in this Plan in accordance with Article III hereof.

2.13    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.

2.14    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.

2.15    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.

2.16    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 Company's Long-Term
              Compensation Program or the Company's 1997 Equity Incentive Plan,
              and

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        (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," 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.

2.17    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.

2.18    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 Company and all affiliated
              entities, 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 entities 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.

2.19    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

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        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 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.

2.20    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.

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2.21    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%).

2.22    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%).

2.23    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%).

2.24    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 the Company who has served on the
        Senior Management Committee as a Senior Vice President or above for a
        minimum period of three (3) years and who has at least ten (10) years of
        Service with the Company 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.

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

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              the Company terminates upon or after his attainment of age
              fifty-five (55) 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.

        (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.

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              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-employ by the 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 Company 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 the Company.

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                                  ARTICLE VIII

                            AMENDMENT AND TERMINATION


The Company reserves the right, at any time or from time to time, by action of
its Board of Directors, to modify or amend in whole or in part any or all
provisions of the Plan. In addition, the Company reserves the right by action of
its Board of Directors 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 Company to make payments
        hereunder shall constitute a liability of the Company to a Participant.
        Such payments shall be made from the general funds of the Company, and
        the 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 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 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 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 Company in an executive position or in any other
        capacity whatsoever. This Plan shall not be deemed to constitute a
        contract of employment between the Company and a Participant, nor shall
        any provision

                                       17
<PAGE>

        herein restrict the right of any Participant to terminate his employment
        with the Company.

9.04    Binding Effect. Obligations incurred by the Company pursuant to this
        Plan shall be binding upon and inure to the benefit of the 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
        request for review. The decision shall be written in a manner calculated
        to be understood

                                       18
<PAGE>

        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.

                                       19
<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 Company
         shall be by action of its Board of Directors or its duly authorized
         designee.

                                       20
<PAGE>

                                                                 Exhibit 10b(20)

                         CAROLINA POWER & LIGHT COMPANY
                           RESTORATION RETIREMENT PLAN

               Carolina Power & Light Company (the "Company") hereby establishes
the Carolina Power & Light Company Restoration Retirement Plan (the "Plan"),
effective as of January 1, 1998 (the "Effective Date"), and amended and restated
effective January 1, 1999.

                                   ARTICLE I.

                                     PURPOSE

        The purpose of the Plan is to provide a means by which certain employees
may be provided benefits which otherwise would be provided under the Carolina
Power & Light Company Supplemental Retirement Plan, as amended (the "Retirement
Plan"), in the absence of certain restrictions imposed by applicable law on
benefits which may be provided under the Retirement Plan. 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.

                                   ARTICLE II

                                   DEFINITIONS

        Capitalized terms which are not defined herein shall have the meaning
ascribed to them in the Retirement Plan.

        2.1 "Board" shall mean the Board of Directors of the Company.

        2.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.

        2.3 "Committee" shall mean a committee selected by the Plan
Administrator to hear claim disputes under Article IV of the Plan.

                                       1
<PAGE>

        2.4 "Company" shall mean Carolina Power & Light Company and any
successor entity.

        2.5 "Compensation and Benefit Limitations" shall mean (a) the limitation
on compensation under the Retirement Plan in accordance with Section 401(a)(17)
of the Code and (b) any limits on benefits paid under the Retirement Plan that
are necessary for compliance with Section 415 of the Code.

        2.6 "Continuing Directors" shall mean the members of the Board as of the
Effective Date; PROVIDED, HOWEVER, that any person becoming a director
subsequent to such date whose election or nomination for election was supported
by 75 percent or more of the directors who then comprised Continuing Directors
shall be considered to be a Continuing Director.

        2.7 "Eligible Employee" shall mean any member of the Retirement Plan who
is not a Participant in the Company's Supplemental Senior Executive Retirement
Plan and who has not retired or terminated his or her employment with the
Company prior to the Effective Date.

        2.8 "Participant" shall mean an Eligible Employee who participates in
the Plan pursuant to Article III. An Eligible Employee shall remain a
Participant under the Plan until the earlier of (a) all amounts payable on his
or her behalf under the Plan have been paid, (b) the Eligible Employee no longer
has a Restoration Accrued Benefit, (c) the Eligible Employee has a Termination
without a Vested Restoration Accrued Benefit, or (d) the Eligible Employee
becomes a Participant in the Company's Supplemental Senior Executive Retirement
Plan.

        2.9 "Restoration Accrued Benefit" shall mean, as of any determination
date, the excess of (a) a Participant's Accrued Benefit calculated under the
Retirement Plan

                                       2
<PAGE>

without regard to the Compensation and Benefit Limitations, over (b) a
Participant's Accrued Benefit calculated under the Retirement Plan. For purposes
of this Section 2.9, a Participant's Accrued Benefit for purposes of clauses (a)
and (b) above shall be calculated in the form of a Single Life Annuity for a
Participant who does not have a Spouse and in the form of a 50% Qualified Joint
and Survivor Annuity for a Participant who has a Spouse, with such calculation
performed without regard to any other form of benefit elected by a Participant
under the Retirement Plan.

        2.10 "Retirement Plan" shall mean the Carolina Power & Light Company
Supplemental Retirement Plan, as it may be amended from time to time, or any
successor plan.

        2.11 "Spouse" shall meanthe spouse of a Participant as would be
determined at the applicable time under the definition of Spouse in the
Retirement Plan (or any successor provisions).

        2.12 "Termination" shall mean a termination of employment with the
Company and all Affiliated Companies.

        2.13 "Vested Restoration Accrued Benefit" shall mean a Participant's
Restoration Accrued Benefit when the Participant becomes fully vested under the
provisions of the Retirement Plan (or any successor provisions) or as provided
in Article VI of the Plan.


                                       3
<PAGE>

        Unless the context clearly indicates to the contrary in interpreting the
Plan, any references to the masculine alone shall include the feminine and the
singular shall include the plural.

                                   ARTICLE III
                           PARTICIPATION AND BENEFITS

        3.1 Participation. An Eligible Employee will participate in the Plan
when he or she has a Restoration Accrued Benefit.

        3.2 Amount of Benefit Payable. Subject to the Restoration Accrued
Benefit forfeiture contained in Section 3.4 of the Plan, a Participant who
becomes eligible for a Pension under the Retirement Plan, shall be entitled
monthly benefit payments commencing on his Retirement Date based on the
Participant's Restoration Accrued Benefit calculated immediately prior to the
Benefit Commencement Date (except as otherwise provided in Section 3.4). The
monthly payment shall be in the form of a Single Life Annuity if the Participant
has no Spouse and in the form of a 50% Joint and Survivor Annuity if the
Participant has a Spouse, with the Spouse determined at the Benefit Commencement
Date entitled to any survivor benefit upon the death of the Participant.

        3.3 Pre-Retirement Death Benefit. If a surviving Spouse of a deceased
Participant would have been eligible for a pre-retirement death benefit under
the Retirement Plan (i.e., the Spouse being married to the Participant for a
one-year period prior to the date of death), then upon such Participant's death,
such Spouse shall be entitled to a monthly benefit payment under the Plan
commencing on the first day of the month in which he or she would be entitled to
commence receiving a monthly death benefit under the Retirement Plan, equal to
the amount, if any, by which (a) exceeds (b) each month, where (a) is the
Spouse's monthly death benefit that would be payable in

                                       4
<PAGE>

accordance with the provisions of the Retirement Plan determined as if the
Compensation and Benefit Limitations did not apply, and (b) is the actual
monthly death benefit payable under the Retirement Plan, and assuming for
purposes of clauses (a) and (b) that the Spouse elected a monthly annuity as a
death benefit under the Retirement Plan.

        3.4 Other Termination of Employment; Forfeitures. Neither Eligible
Employees, Participants nor their Spouses or Beneficiaries are entitled to any
benefits under the Plan except as otherwise provided in this Article III and
under Article VI of the Plan. Any Participant who terminates employment with the
Company and any of its Affiliated Companies prior to a Change in Control (as
defined in Article VI) and without being 100% vested under the Retirement Plan
shall not be eligible to receive any benefits under the Plan and shall forfeit
his or her Restoration Accrued Benefit. Any Participant ceasing to be an
Eligible Employee because he or she becomes a Participant in the Supplemental
Senior Executive Retirement Plan shall forfeit his or her Restoration Accrued
Benefit.

        Notwithstanding any other provision of the Plan, no benefit shall be
payable under the Plan with respect to an Eligible Employee whose employment
with the Company is terminated for Cause. As used herein, the term "Cause" shall
be limited to (a) action by the Eligible Employee involving willful malfeasance
having a material adverse effect on the Company (b) substantial and continuing
willful refusal by the Eligible Employee to perform the duties ordinarily
performed by an employee in the same position and having similar duties as the
Eligible Employee, (c) the Eligible Employee being convicted of a felony, or (d)
willful failure to comply with the Company's Code of Conduct or other Company
Policy or Procedure.

                                       5
<PAGE>

                                   ARTICLE IV
                               PLAN ADMINISTRATION

        4.1 Administration. The Plan shall be administered by the Company's Vice
President, Human Resources (the "Plan Administrator"). The Plan Administrator
and the Committee shall have full authority to administer and interpret the
Plan, determine eligibility for benefits, make benefit payments and maintain
records hereunder, all in their sole and absolute discretion, subject to the
allocation of responsibilities set forth below.

        4.2 Delegated Responsibilities. The Plan Administrator shall have the
authority to delegate any of his or her responsibilities to such persons as he
or she deems proper.

        4.3 Claims.

        (a) Claims Procedure. If any Participant, Spouse or Beneficiary has a
claim for benefits which is not being paid, such claimant may file with the Plan
Administrator a written claim setting forth the amount and nature of the claim,
supporting facts, and the claimant's address. The Plan Administrator shall
notify each claimant of its decision in writing by registered or certified mail
within sixty (60) days after its receipt of a claim or, under special
circumstances, within ninety (90) days after its receipt of a claim. If a claim
is denied, the written notice of denial shall set forth the reasons for such
denial, refer to pertinent Plan provisions on which the denial is based,
describe any additional material or information necessary for the claimant to
realize the claim, and explain the claim review procedure under the Plan.

        (b) Claims Review Procedure. A claimant whose claim has been denied or
such claimant's duly authorized representative may file, within sixty (60) days
after notice of such denial is received by the claimant, a written request for
review of such claim by

                                       6
<PAGE>

the Committee. If a request is so filed, the Committee shall review the claim
and notify the claimant in writing of its decision within sixty (60) days after
receipt of such request. In special circumstances, the Committee may extend for
up to sixty (60) additional days the deadline for its decision. The notice of
the final decision of the Committee shall include the reasons for its decision
and specific references to the Plan provisions on which the decision is based.
The decision of the Committee shall be final and binding on all parties.

                                    ARTICLE V
                                  MISCELLANEOUS

        5.1 Amendment and Termination. The Board may amend, modify or terminate
the Plan at any time, provided, however, that no such amendment or termination
shall reduce any Participant's Vested Restoration Accrued Benefit under the Plan
as of the date of such amendment or termination, unless at the time of such
amendment or termination, affected Participants and spouses become entitled to
an amount equal to the equivalent actuarial value, to be determined in the sole
discretion of the Committee, of such Vested Restoration Accrued Benefit under
another plan, program or practice adopted by the Company. In the event the Plan
is terminated, the Company shall determine whether to pay Vested Restoration
Accrued Benefits in the form of an actuarial equivalent lump sum payment or
defer the payment of Vested Restoration Accrued Benefits until the payment of
Early Retirement Pensions or Normal Retirement Pensions under the Retirement
Plan.

        5.2 Source of Payments. The Company will pay all benefits arising under
the

                                       7
<PAGE>

Plan and all costs, charges and expenses relating thereto out of its general
assets.

        5.3 Non-Assignability of Benefits. Except as otherwise required by law,
neither any benefit payable hereunder nor the right to receive any future
benefit under the Plan may 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 a person eligible for any benefits under the
Plan becomes bankrupt, the interest under the Plan of the person affected may be
terminated by the Plan Administrator which, in his or her sole discretion, may
cause the same to be held or applied for the benefit of one or more of the
dependents of such person or make any other disposition of such benefits that it
deems appropriate.

        5.4 Plan Unfunded. Nothing in the Plan shall be interpreted or construed
to require the Company in any manner to fund any obligation to the Participants,
terminated Participants, or beneficiaries hereunder. Nothing contained in the
Plan nor any action taken hereunder shall create, or be construed to create, a
trust of any kind, or a fiduciary relationship between the Company and the
Participants, terminated Participants, beneficiaries, or any other persons. Any
funds which may be accumulated in order to meet any obligations under the Plan
shall for all purposes continue to be a part of the general assets of the
Company; provided, however, that the Company may establish a trust to hold funds
intended to provide benefits hereunder to the extent the assets of such trust
become subject to the claims of the general creditors of the Company in the
event of bankruptcy or insolvency of the Company. To the extent that any
Participant, terminated Participant, or beneficiary acquires a right to receive
payments from the Company under the Plan, such rights shall be no greater than
the rights of any unsecured general creditor of the Company.

                                       8
<PAGE>

        5.5 Applicable Law. All questions pertaining to the construction,
validity and effect of the Plan shall be determined in accordance with the laws
of the State of North Carolina to the extent not preempted by Federal law.

        5.6 Limitation of Rights. The Plan is a voluntary undertaking on the
part of the Company. Neither the establishment of the Plan nor the payment of
any benefits hereunder, nor any action of the Company or the Plan Administrator
shall be held or construed to be a contract of employment between the Company
and any Eligible Employee or to confer upon any person any legal right to be
continued in the employ of the Company. The Company expressly reserves the right
to discharge, discipline or otherwise terminate the employment of any Eligible
Employee at any time. Participation in the Plan gives no right or claim to any
benefits beyond those which are expressly provided herein and all rights and
claims hereunder are limited as set forth in the Plan.

        5.7 Severability. In the event any provision of the Plan shall be held
illegal or invalid, or the inclusion of any Participant would serve to
invalidate the Plan as an unfunded plan for a select group of management or
highly compensated employees under ERISA, then the illegal or invalid provision
shall be deemed to be null and void, and the Plan shall be construed as if it
did not contain that provision and in the case of the inclusion of any such
Participant, a separate plan, with the same provisions as the Plan, shall be
deemed to have been established for the Participant or Participants ultimately
determined not to constitute a select group of management or highly compensated
employees.

        5.8 Headings. The headings to the Articles and Sections of the Plan are
inserted for reference only, and are not to be taken as limiting or extending
the provisions hereof.

                                       9
<PAGE>

        5.9 Incapacity. If the Plan Administrator shall determine that a
Participant, or any other person entitled to a benefit under the Plan (the
"Recipient") is unable to care for his or her affairs because of illness,
accident, or mental or physical incapacity, or because the Recipient is a minor,
the Plan Administrator may direct that any benefit payment due the Recipient be
paid to his or her duly appointed legal representative, or, if no such
representative is appointed, to the Recipient's spouse, child, parent, or other
blood relative, or to a person with whom the Recipient resides or who has
incurred expense on behalf of the Recipient. Any such payment so made shall be a
complete discharge of the liabilities of the Plan with respect to the Recipient.

        5.10 Binding Effect and Release. All persons accepting benefits under
the Plan shall be deemed to have consented to the terms of the Plan. Any payment
or distribution to any person entitled to benefits under the Plan shall be in
full satisfaction of all claims against the Plan, the Committee, and the Company
arising by virtue of the Plan.

                                   ARTICLE VI
                                CHANGE IN CONTROL

               The provisions of this Article VI shall become effective
immediately upon occurrence of a Change in Control (as defined in Section 6.1).

        6.1 Definition. For the purposes of the Plan, a Change in Control of the
Company shall be deemed to have occurred in the following circumstances:

               (a) the acquisition by any person (including a group, within the
        meaning of Section 13(d) or 14(d)(2) of the Securities Exchange Act of
        1934) of beneficial ownership of 15% or more of the Company's then
        outstanding voting securities;
                                       10
<PAGE>
               (b) a tender offer is made and consummated for the ownership of
        51% or more of the Company's then outstanding voting securities;

               (c) the first day on which less than 66 2/3 percent of the total
        membership of the Board are Continuing Directors; or

               (d) approval by stockholders of the Company of a merger,
        consolidation, liquidation or dissolution of the Company, or of the sale
        of all or substantially all of the assets of the Company.

               A Change in Control shall not be deemed to have occurred until
the Plan Administrator receives written certification from the President and
Chief Executive Officer or, in the event of his or her inability to act, the
Chief Financial Officer, or any Executive or Senior Vice President of the
Company that one of the events set forth above in (a) through (d) of this
Section 6.1 has occurred. The officers referred to in the previous sentence
shall be those officers in office immediately prior to the occurrence of one of
the events set forth above in (a) through (d) of this Section 6.1. Any
determination that an event described above in (a) through (d) of this Section
6.1 has occurred shall, if made in good faith on the basis of information
available at that time, be conclusive and binding on the Plan Administrator, the
Committee, the Company and the Eligible Employees and their beneficiaries for
all purposes of the Plan.

        6.2 Effect of Change in Control. Notwithstanding any other provisions of
the Plan to the contrary, if a Change in Control occurs (i) there shall be full
Vesting of each Participant's Restoration Accrued Benefit, regardless of any
termination of employment prior to eligibility for an Early Retirement Pension
under the Retirement Plan, if he or she is otherwise vested under the Retirement
Plan, and (ii) no amendment or termination of the Plan may reduce any
Participant's Restoration Accrued Benefit as of the date of such amendment or
termination.
                                 *          *          *

                                       11