**EXECUTIVE
      PERMANENT LIFE INSURANCE AGREEMENT**






THIS
      AGREEMENT is made this ____________ between
      CAROLINA POWER & LIGHT COMPANY
      ("Company") and ____________________________________ ("Employee").





**WITNESSETH:**




WHEREAS,
      the Company has instituted an Executive Permanent Life Insurance Program in
      order to assist selected key employees in providing death benefits for their
      beneficiaries; and





WHEREAS,
      the Company desires to provide such benefits in the Executive Permanent
      Life Insurance Program to the extent provided herein;





NOW,
      THEREFORE, it is mutually agreed that:





1. Insurance
      Policy .
      In
      furtherance of the purpose of the Executive Permanent Life Insurance Program,
      the Company and Employee have jointly applied for and purchased life insurance from
      Northwestern Mutual Life Insurance Company ("Insured") insuring the life of
      _________ _________,
      an employee of the Company. The policy number is __________________ and
      the
      original face amount is ________________ ("Policy").





2. Policy
      Ownership .
      The
      Company and the Employee agree that the Policy shall be divided into two
      separate and distinct policy interests as provided in Paragraph 4. During the
      term of this Agreement, the parties shall have the following ownership rights
      with respect to such policy interests.




a)  Company .





i) The
      contingent limited right to obtain one or more loans or advances on the Policy
      which shall be limited to the extent of the Company's Policy Interest, as
      defined in Paragraph 4 below, and to pledge or assign the Policy for such loans
      or advances. Any such loan, advance, pledge or assignment by the Company shall
      be subject to the written consent of the Employee. If such loans are for the
      purpose of paying premiums or otherwise to purchase or carry the Policy, the
      Company agrees to adhere to the requirement of Section 264 of the Internal
      Revenue code of 1986, as amended from time to time, so that the interest paid
      on
      such loans, or some portion thereof, may be deductible for federal income tax
      purposes;





ii) Ownership
      of Policy cash value equal to the sum of all "Company premiums" as defined
      in
      Paragraph 3(a) hereof; and




iii) The
      limited right to receive death proceeds of the Policy to the extent of the Company’s
      Policy Interest in the event of the Employee’s death during the term
      of this
      Agreement.









b) Employee .
      Except
      as provided in Paragraph 2(a) above and otherwise in this Agreement, the
      Employee shall have all remaining ownership rights in the Policy, including
      but
      not limited to, the following:




i) The
      contingent limited right to obtain one or more loans or advances on the Policy
      which shall be limited to the extent of the Employee's Policy Interest, as
      defined in Paragraph 4 below, and to pledge or assign the Policy for such loans
      or advances. Any
      such
      loan, advance, pledge or assignment by the Employee shall be subject to
      the written
      consent of the Company;





ii) The
      right
      to designate beneficiaries of the Employee's Policy Interest including selection
      of settlement options;





iii)    
      The right to assign any part or all of the Employee's ownership rights in the
      Policy to any person, entity or trust by execution of appropriate
      documents;





iv) The
      right
      to surrender the Policy subject to the Company’s Policy Interest;
      and





v) Ownership
      of all Policy cash value not owned by the Company.





3.  Payment
      of Premiums .





a)




i)     
Subject
      to Paragraph 3(b) below, payment of the Policy’s annual premium shall be split
      between the Company and the Employee. The Employee shall pay that portion
      of


the annual premium equal to the “economic benefit” as
      defined in Revenue Rulings 64-325 and 66-110. The value of the economic benefit
      shall be calculated by using


the lower of the P.S. 58 rates or the Insurer’s term
      rates. The Company shall pay the remainder of the premium (hereafter referred
      to
      as “Company premium(s)”).





ii) Notwithstanding
      the foregoing, during the term of this Agreement, the Company shall pay its
      portion of the annual premium for ten (10) years commencing with the premium
      for
      the initial policy year beginning July 1, 1998, and including the premium due
      on
      the July 1, 2007 policy anniversary; provided, however, that the Company may
      agree to pay such additional premiums as it and the Employee may agree. In
      the
      event the Company is not obligated to pay a portion of the premium on the policy
      for any policy year during the term of this Agreement, the Employee shall pay
      such premium either in cash or by the application of policy dividends and/or
      values.





iii)   
      By mutual consent of the parties hereto and for administrative convenience,
      the Company
      may pay the entire premium as it becomes due, whereupon the Employee shall
      reimburse the Company for the Employee's share of the premium in such manner
      as
      the Company and the Employee may mutually agree.








b)  If
      either
      a standard disability waiver of premium benefit or accidental death benefit
      is added
      as
      a rider to the Policy, the Employee agrees to pay the annual cost of such
      riders.




4.  Policy
      Interests .




a) Subject
      to Paragraph 4(b) below, during the term of this Agreement and prior to or  upon
      the
      death of the Employee, the Company, by reason of payment of


premiums  pursuant
      to Paragraph 3 above, shall have an interest in the Policy equal to the sum  of
      Company premiums paid reduced by any Policy indebtedness


which is incurred by  the
      Company and unpaid interest on such Policy indebtedness ("Company's Policy  Interest").
      The Employee, by reason of payment


of premiums pursuant to Paragraph  3
      above,
      shall have all the remaining interest in the Policy in excess of the  Company's  Policy
      Interest ("Employee's Policy Interest").




b)
            In
                the event of the death of the Employee during the term of this Agreement,
                the proceeds of the Policy shall be payable as
                follows:




i) The
      Company shall be entitled to receive an amount of the Policy death proceeds
      equal to the proceeds of the Policy reduced by the death benefit payable to
      the
      Employee’s beneficiary pursuant to Paragraph 4(b)(ii) below, less any Policy indebtedness
      which is incurred by the Company and unpaid interest on such Policy indebtedness.




ii) The
      Employee's beneficiary shall be entitled to receive an amount of the Policy
      death proceeds as follows plus death proceeds, if any, from an accidental death
      benefit rider:




Year
            Amount1
            705,0002
            747,3003
            792,1384
            839,6665
            890,0466
            943,4497
            1,000,0568
            1,060,0599
            1,123,66310
            1,191,08311
            1,262,54812
            1,338,300









5. Dividends .
      During
      the term of the Agreement, the Company and Employee agree that any dividends
      attributable to the Policy shall be used to purchase paid-up additional life
      insurance on the
      Employee's life unless mutually agreed otherwise. Notwithstanding the foregoing,
      in the event a premium on the Policy becomes due during the term of this
      Agreement and the Company is not obligated to pay any portion of such premium,
      the Employee may elect to have Policy dividends first offset such premium due
      with any remaining dividends used to purchase paid-up additional life
      insurance.




6. Beneficiary
      Designation .
      The
      Company and Employee agree that the beneficiary designation for the payment
      of
      death proceeds in the Policy Application shall be completed so that the Company
      will be entitled to receive proceeds equal to the Company's Policy Interest
      and
      the Employee's
      beneficiary will be entitled to receive proceeds equal to the Employee's Policy
      Interest. The Employee may change his designated beneficiary at any time upon
      notification to the Insurer and completion of the proper beneficiary designation
      forms.





7. Termination .
      This
      Agreement shall terminate upon the happening of any of the
      following:





a) The
      July
      I, 2008 policy anniversary (which is the policy anniversary next  following
      the Employee's attainment of age 65);




b)
            Failure
                of the Employee to either pay his share of a premium or to reimburse
                the
                Company for the Employee share of a premium pursuant to Paragraph
                3;





c)
            Surrender
                of the Policy by the Employee;





d)
            Termination
                for cause of the Employee's employment with the Company. For purposeshereof,
                termination for cause shall mean the termination of the Employee's
                employmentwith
                the Company for any one or more of the following reasons: (a) embezzlement
                or theft from the Company, or other acts of dishonest or disloyalty
                injurious to theCompany;
                (b) use by the Employee of alcohol, drugs,narcotics,
                or other controlled substances to such an extent that the Employee's
                ability to perform his duties as an employee of the Company is materially
                impaired; (c) disclosing without authorizationproprietary
                or confidential information of the Company; (d) committing any act
                ofgrossnegligence
                or gross malfeasance; or (e) conviction of a crime amounting to a
                felony
                under the lawsof
                theUnited
                States of America or any of the several states. The determination
                of
                whether or not there has been a terminationfor**cause
                shall be made bythe
                Board of Directors of theCompanyprovided
                that, if the Employee or the terminatedEmployee is a member of the Board of Directors, he shall notparticipate
                inthe
                determination.
















e)
            Termination
                of the Employee's employment with the Company prior to attainment
                of age
                62 for any reason other than due to the Employee's disability or
                following
                a change in control; provided, however, that in its sole and absolute
                discretion the Chief Executive Officer of the Company may elect to
                continue this Agreement. For purposes
                hereof:





i) Disability
      shall have the same meaning as “total disability” in the Company's Long-Term
      Disability Insurance Plan; provided, however, that if at the time of determination
      of disability the Company does not sponsor the Long-Term Disability Insurance Plan, disability shall mean the complete inability to perform the
      normal duties of occupation during the first 18 months after commencement of
      disability; thereafter, disability means the inability to engage in any gainful
      occupation for ** which
      the
      Employee is reasonably fitted by education, training or experience.





ii) Change
      in
      control shall mean a change in control of the Company of a nature that would
      be
      required to be reported in response to Item 1(a) of the Current Report on form
      8-K, as in effect on the date hereof, pursuant to Section 13 or 15 (d) of the
      Securities Exchange Act of 1934 (the "Exchange Act"); provided, that without limitation,
      such a change in control shall be deemed to have occurred at such time
      as a
      "person" (as used in Section 14(d) of the Exchange Act) is or becomes the
      "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
      or indirectly, of 25% or more of the combined voting power of the Company's
      outstanding securities ordinarily having the right to vote in elections of
      directors; or (b) individuals who constitute the Board of Directors of the
      Company on the date hereof (the "Incumbent Board") cease for any reason to
      constitute at least a majority thereof, ** provided
      that any person becoming a director subsequent to the date hereof whose
      election, or nomination for election by the Company's shareholders, was approved
      by a vote of at least three quarters of the directors comprising the Incumbent
      Board shall be, for purposes of this subsection (b), considered as though such
      person were a member of the Incumbent Board. Notwithstanding the foregoing definition,
      no change in control shall be deemed to have occurred unless and until
      the Employee
      or the Employee has actual knowledge from one of the following sources: a report
      filed with the Securities and Exchange Commission, a public statement issued
      by
      the Company, or a periodical of general circulation, including but not limited
      to The
      New York Times or The
      Wall Street Journal.





8. Rights
      Upon Termination .




a) Upon
      the
      termination of this Agreement pursuant to Paragraph 7 above if the Employee's
      interest in Policy cash value (prior to reduction for Policy indebtedness)
      is
      zero, the Employee shall surrender his interest in the Policy to the Company
      and
      the Company shall become the sole owner of the Policy. In such event the
      Employee shall immediately execute any documents necessary to assign and release
      all of his interest in the Policy to the Company.







b) Upon
      the
      termination of this Agreement pursuant to Paragraph 7 above if the Employee's
      interest in Policy cash value (prior to reduction for Policy indebtedness)
      is
      greater than zero, the Policy shall be divided into a separate policy owned
      solely by the Company and a separate policy owned solely by the Employee. The
      values of each separate policy shall be determined by dividing the total value
      of the Policy prior to such division in proportion to each party's ownership
      interest in Policy cash value determined prior to reduction for Policy
      indebtedness. In the event there are outstanding policy loans, the separate
      policy received shall be subject to either the Company's or Employee's
      outstanding policy loan, as the case may be. The Company and the Employee shall immediately
      execute any documents necessary to cause the Policy to be divided into
      such separate
      policies.





9. Special
      Provisions .
      The
      following provisions are part of this Agreement and the Executive Permanent
      Life
      Insurance Program and are intended to meet the requirements of the Employee
      Retirement Income Security Act of 1974:





a)  The
      named
      fiduciary: The Company.





b)  The
      funding policy under this Agreement is that the Company and the Employee remit
      all premiums on the Policy when due.





c)  Direct
      payment by the Insurer is the basis of payment of benefits under this Agreement, with
      those benefits in turn being based on the payment of premiums by the


Company and the
      Employee.





d)  For
      claims procedure purposes, the "Claims Manager" shall be the Secretary of the
      Company.




i) If
      for
      any reason a claim for benefits under this Agreement is denied by the
      Company, the
      Secretary shall deliver
      to the claimant a written explanation setting forth the specific
      reasons for the denial, pertinent references to the section of the Agreement
      on  which
      the
      denial is based, such other data as may be pertinent and information on
      the procedures to be followed by the claimant in obtaining a review of his claim,
      all written in a manner calculated to be understood by the claimant. For this
      purpose:




(1)  The
      claimant's claim shall be deemed filed when presented orally or in  writing
      to the Secretary.





(2)  The
      Secretary's explanation shall be in writing delivered to the claimant  within
      ninety (90) days of the date the claim is filed.














ii) The
      claimant shall have sixty (60) days following his receipt of the denial of
      the claim
      to
      file with the Secretary a written request for review of the denial. For
      such review,
      the claimant or his representative may submit pertinent documents and written
      issues and comments.





iii)      The Secretary shall decide the issue on
      review and furnish the claimant with a copy within sixty (60) days of receipt
      of
      the claimant's request for review of his claim. The decision on review shall
      be
      in writing and shall include specific reasons for the decision written in a
      manner calculated to be understood by the claimant, as well as specific
      references to the pertinent provisions of the Agreement on which the
      decision is
      based. If a copy of the decision is not so furnished to the claimant within
      such
      sixty (60) days, the claim shall be deemed denied on review.





10. Amendment
      and Assignment of Agreement. This
      Agreement may be altered,  amended,
      or modified by written Agreement signed by the Company and the  Employee.
      In


addition, either
      party may assign its rights, interests and obligations  under  this
      Agreement; provided, however,
      that any assignment shall be made subject to the  terms


of this Agreement.




11. Liability
      of Insurer. The
      Insurer shall be bound only by the provisions of and  endorsements
      on the Policy, and any payments made or action taken by it is  accordance
      therewith


shall fully discharge it from all claims, suits and demands of all  persons
      whatsoever. The Insurer shall
      be
      entitled to rely exclusively on a statement by the  Company
      as to the


determination of the
      Company's Policy Interest and the  Employee's  Policy
      Interest. The Insurer shall in no way be bound by or be deemed to have notice
      of  the
      provisions


of this Agreement.




12. Miscellaneous. Where
      appropriate in this Agreement, words used in the singular shall include the
      plural, and words used in masculine shall include the feminine. The Agreement


shall bind the Company and its successors and its assigns, and the Employee
      and
      its successors and its assigns. The laws of the State of North Carolina shall
      govern this


Agreement.



















IN
      WITNESS WHEREOF, the parties have executed this Agreement under seal as of
      the
      day and year
      first above written.











CAROLINA
      POWER & LIGHT COMPANY





BY:  _____________________________________








Title  _____________________________________








(CORPORATE
      SEAL)








ATTEST:








____________________________________








EMPLOYEE:





________________________________













EAL)