EXHIBIT NO. 10b(21)


                          Employment Agreement Between
               John E. Manczak and Carolina Power & Light Company

         This  Employment  Agreement  ("Agreement")  is made and entered into by
John E.  Manczak  ("Manczak")  and  Carolina  Power &  Light  Company  ("CP&L").
Throughout the remainder of the Agreement,  Manczak and CP&L may be collectively
referred to as "the parties."
         CP&L and Manczak wish to enter into an employment  relationship whereby
Manczak  will be  employed as Senior  Vice  President  - Retail  Sales & Service
beginning on June 16, 1997.  The parties  desire to enter into this Agreement in
connection with that employment relationship.
         In  consideration of the above and the mutual promises set forth below,
Manczak and CP&L agree as follows:


1.       POSITION.  Manczak  will be employed as Senior Vice  President - Retail
         Sales & Service beginning on June 16, 1997.

2.       SALARY.  CP&L will pay Manczak an annual salary at the rate of $220,000
         (Two Hundred Twenty Thousand  Dollars) (less  applicable  withholdings)
         per year,  subject to  periodic  review on or around  January 1 of each
         year or at the time other executive officers' salaries are reviewed.

3.       RELOCATION  EXPENSES.  In order to assist  Manczak in his relocation to
         Raleigh, North Carolina, CP&L will provide the following benefits:

         a)   Cash Payment. CP&L will pay Manczak $100,000 (One Hundred Thousand
              Dollars) (less applicable  withholdings) to compensate Manczak for
              relocation  expenses  and to assist in the  purchase of housing in
              Raleigh,  North  Carolina.  Such payment  shall be made by CP&L by
              August 1, 1997.

         b)   Relocation  Program.  Manczak will be eligible to  participate  in
              CP&L's relocation  program in accordance with its terms.  However,
              CP&L will pay to Manczak an additional  amount to  compensate  him
              for the income taxes Manczak will incur on these benefits.

         c)   Temporary Living Expenses.  In addition to the 30 days provided by
              the CP&L  Relocation  Program,  Manczak will be reimbursed for any
              reasonable temporary living expenses associated with the rental of
              a two-bedroom furnished apartment,  including furniture storage as
              appropriate,   through   September   1,  1997,   or  until  family
              relocation,  whichever  comes  first.  CP&L  will  also  reimburse
              Manczak for the reasonable  expenses associated with up to six (6)
              trips  for his  return  to  Michigan,  or his  immediate  family's
              (including Manczak's father's) trips to North Carolina, during the
              period of temporary  living  prior to  September 1, 1997.  Manczak
              acknowledges that these reimbursements will be subject to taxation
              to him; however,  CP&L will pay to Manczak an additional amount to
              compensate  him for the income  taxes  Manczak will incur on these
              benefits.  Following  September 1, 1997,  CP&L will also reimburse
              Manczak for additional  temporary  living expenses until April 30,
              1998, or until he closes on his personal  residence located at 431
              Marlowe Road,  Raleigh,  North Carolina,  whichever  occurs first.
              Manczak acknowledges that these additional  reimbursements will be
              subject to  taxation  to him;  however,  CP&L will pay  Manczak an
              additional  amount to compensate  him for the income taxes Manczak
              will  incur on those  additional  reimbursements  made by CP&L for
              living expenses through December 31, 1997.

4.       PURCHASE OF CP&L STOCK.  CP&L will  purchase in  Manczak's  name,  1000
         shares of CP&L common stock.  Such purchase  shall be made by August 1,
         1997.  CP&L will pay to Manczak an additional  amount to compensate him
         for the income taxes Manczak will incur as a result of this purchase.

5.       MANAGEMENT INCENTIVE COMPENSATION PROGRAM.  Manczak will be eligible to
         participate in the Management  Incentive  Compensation Program ("MICP")
         beginning in 1997,  for which a payment will be made on or before March
         31, 1998.  Pursuant to the terms of the MICP,  Manczak's  target payout
         will be 25  percent of annual  base  earnings.  Manczak  will be paid a
         minimum of $55,000  (Fifty Five Thousand  Dollars) in March of 1998 for
         the 1997 performance year.

6.       LONG-TERM  INCENTIVES.  Manczak will be eligible to  participate in the
         1997  Performance  Share Sub-Plan under the Equity Incentive Plan, as a
         group executive in accordance with its terms.

7.       SUPPLEMENTAL  RETIREMENT PLAN.  Manczak will be eligible to participate
         in CP&L's  Supplemental  Retirement  Plan  subject  to the terms of the
         plan.

8.       SUPPLEMENTAL SENIOR EXECUTIVE RETIREMENT PLAN. Manczak will be eligible
         to participate in CP&L's Supplemental Senior Executive  Retirement Plan
         ("SERP").  In connection with Manczak's  participation in SERP, Manczak
         will be  awarded  ten  (10)  years of  additional  service  credit  for
         purposes of participation,  vesting and benefit calculations. Three (3)
         years of such service  credit will be deemed to have been in service on
         the Senior Management Committee.

9.       DEFERRED COMPENSATION PLAN FOR KEY MANAGEMENT  EMPLOYEES.  Manczak will
         be eligible to  participate in the Deferred  Compensation  Plan for Key
         Management Employees (the "Deferred Compensation Plan"), subject to its
         terms.

10.      EXECUTIVE PERMANENT LIFE INSURANCE PLAN. Pursuant to its terms, Manczak
         will  be  eligible  to  participate  in the  Executive  Permanent  Life
         Insurance program with a target benefit of three times projected salary
         assuming a salary growth of six percent,  but not to exceed  $1,200,000
         (One Million Two Hundred Thousand Dollars).

11.      EXECUTIVE AD&D LIFE INSURANCE.  Manczak will be eligible to participate
         in CP&L's AD&D insurance program,  subject to the terms of the program,
         up to a maximum amount of $500,000 (Five Hundred Thousand Dollars).

12.      STOCK PURCHASE SAVINGS PLAN. Manczak will be eligible to participate in
         CP&L's Stock Purchase Savings Plan, pursuant to its terms.

13.      FINANCIAL AND ESTATE  PLANNING.  Consistent  with CP&L's  practice with
         respect to other senior  executives,  Manczak will be allowed to obtain
         Company reimbursed financial planning and tax preparation services.

14.      DISABILITY  INCOME.  Manczak will be eligible to  participate in CP&L's
         Long-Term Disability Program subject to the terms of the plan.

15.      VACATION.  Manczak will be eligible for up to four weeks' paid vacation
         per year.

16.      HOLIDAYS.  Manczak will be eligible for ten (10) CP&L paid holidays, as
         provided in the CP&L Handbook. 

17.      AUTOMOBILE.  Manczak  will  be  paid a car  allowance  of  $1,350  (One
         Thousand Three Hundred Fifty Dollars)  (less  applicable  withholdings)
         per  month.  He will also be  provided  a  cellular  telephone  for his
         automobile and provided reserved parking at CP&L's expense.

18.      ANNUAL PHYSICAL.  CP&L will pay for an annual physical examination by a
         physician of Manczak's choice.

19.      OTHER  BENEFITS.  Manczak will be eligible to participate in other CP&L
         benefits, subject to the terms of the respective plans, as described in
         more detail in the Employee  Handbook.  Additionally,  upon  retirement
         from CP&L,  Manczak will be eligible to  participate in the medical and
         dental  insurance  programs  provided  other  retirees,   such  as  the
         President/CEO,  at retiree  rates  subject to the terms of those plans;
         provided,  however,  that to the  extent any such  benefits  may not be
         provided to Manczak  because of  statutory or  regulatory  limitations,
         CP&L  will use its best  efforts  to  obtain  substantially  equivalent
         coverage on an insured basis.

20.      CAPITAL CITY CLUB. CP&L will pay an initiation fee and monthly dues for
         a membership in the Capital City Club for Manczak.

21.      AIRLINE  CLUB  MEMBERSHIP.  CP&L  will  pay the fee  for  airline  club
         membership for Manczak.

22.      COUNTRY CLUB MEMBERSHIP.  At Manczak's option, if joined, CP&L will pay
         the  initiation  fees and monthly dues for country club  membership for
         Manczak at a club approved by CP&L.  Business-related  expenses will be
         reimbursed consistent with CP&L's expense account guidelines.

23.      HEALTH CLUB. CP&L will pay initiation and dues for a family  membership
         in the Rex  Hospital  Wellness  Center  or  equivalent  facility,  with
         equivalent rates, of Manczak's choice.

24.      PERSONAL COMPUTER.  CP&L will provide a personal computer to Manczak to
         be used at his personal residence.

25.      TERMINATION OF EMPLOYMENT.  The employment relationship between Manczak
         and CP&L is "at will" and may be  terminated  by either CP&L or Manczak
         with or without  advance  notice and may be terminated  with or without
         cause as defined below.

         a)   Termination  Without  Cause.  Within  two (2)  years  of the  date
              Manczak began  employment  with CP&L,  if Manczak's  employment is
              terminated  without  cause  then  Manczak  will be  provided  with
              severance  benefits  of two (2) years of annual  base  salary.  In
              addition,  Manczak will be eligible to retain all  benefits  under
              existing benefit programs to the extent vested within the terms of
              those  programs.  If Manczak's  employment is  terminated  without
              cause after the expiration of a two (2) year period  following the
              date on which Manczak began his employment with CP&L, then Manczak
              shall be entitled to those  severance  benefits,  if any, that are
              customary for group executives at CP&L.

         b)   Constructive  Termination  - Within  two (2)  years of the date of
              this  Agreement,   if  Manczak's   employment  is   Constructively
              Terminated, then Manczak will be entitled to the greater of either
              two (2) years salary or those  benefits  provided for in a plan or
              program adopted by CP&L for such  Constructive  Terminations.  For
              purposes of this paragraph 25, a Constructive  Termination will be
              deemed to occur if there is a change in the form of  ownership  of
              CP&L (e.g., CP&L is acquired,  enters into a business  combination
              with another company or otherwise changes form of ownership).

         c)   Voluntary  Termination  - If  Manczak  terminates  his  employment
              voluntarily for any reason other than a Constructive  Termination,
              then he shall be eligible to retain all  benefits  under  existing
              benefit  programs which have vested pursuant to the terms of those
              programs,  but he shall  not be  entitled  to any  form of  salary
              continuance or any form of severance benefit.

         d)   Termination for Cause - If Manczak's  employment is Terminated for
              Cause,  then he shall be  eligible  to retain all  benefits  under
              existing  benefit programs which have vested pursuant to the terms
              of those  programs,  but he shall not be  entitled  to any form of
              salary continuance or any form of severance benefit.  For purposes
              of this  paragraph 25,  Termination  for Cause shall be defined as
              the  termination  of employment  for: (a) dishonest  statements or
              acts of Manczak;  (b) the  commission  by or indictment of Manczak
              for  (i)  a  felony;  or  (ii)  any  misdemeanor  involving  moral
              turpitude,  deceit,  dishonesty,  or fraud ("indictment" for these
              purposes  means an indictment,  probable  cause  proceeding or any
              other  procedure  pursuant  to which an initial  determination  of
              probable  or  reasonable  cause with  respect  to such  offense is
              made);   and  (c)  gross   negligence,   willful   misconduct   or
              insubordination  by  Manczak  with  respect  to CP&L or any  other
              affiliate of CP&L.

26.      WAIVER  OF  BREACH.  Manczak's  or CP&L's  waiver of any  breach of any
         provision of this agreement  shall not waive any  subsequent  breach by
         the other party.

27.      ENTIRE   AGREEMENT.   The   Agreement:   (i)   supersedes   all   other
         understandings  and  agreements,  oral or written,  between the parties
         with respect to its subject matter; (ii) constitutes the sole agreement
         between the parties  with  respect to its  subject  matter.  Each party
         acknowledges that: (i) no representations,  inducements, promises, oral
         or written,  made by any party or anyone acting on behalf of the party,
         which  are not  embodied  in the  Agreement;  and  (ii)  no  agreement,
         statement,  or promise not contained in the Agreement shall be valid or
         binding on the parties unless such change or modification is in writing
         and is signed by the parties.

28.      SEVERABILITY.  If a court  of  competent  jurisdiction  holds  that any
         provision or subpart  thereof  contained  in the  Agreement is invalid,
         illegal,   or   unenforceable,   that   invalidity,    illegality,   or
         unenforceability  shall not affect any of the other  provisions  in the
         Agreement.

29.      PARTIES BOUND.  The Agreement  shall apply to, be binding upon an inure
         to the benefit of the parties'  successors,  assigns,  heirs, and other
         representatives.

30.      GOVERNING LAW. The Agreement will be governed by North Carolina law.

         In witness whereof,  the parties have entered into the Agreement on the
day and year written below.

By:      /S/ John E. Manczak                    Date:  September 24, 1997
         ------------------------
         John E. Manczak


By:      /S/                                    Date:  September 24, 1997
         ---------------------------------- 
         Carolina Power & Light Company

Title:      /S/
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