EXHIBIT NO. 10b(14)

                         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").


                                   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.

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

         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  immediately  eligible for a Target Early,  Target Normal,  or Target
Severance  Benefit under the  provisions of 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  immediately  eligible  for a Target  Early,  Target  Normal,  or Target
Severance Benefit under 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 without regard to the Compensation and Benefit Limitations, over
(b) a Participant's Accrued Benefit calculated 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 mean, (i) for purposes of Section 3.2 of the Plan,
the spouse of a Participant at the Participant's Annuity Starting Date, and (ii)
for purposes of Section 3.3 of the Plan, the spouse of a participant  within the
meaning of Section 4.04 of 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 Section 4.02 of the Retirement Plan (or any successor  provisions)
or as provided in Article VI of the Plan.

         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 Article 4 of the Retirement Plan, shall be
entitled (together with the Participant's Spouse or Beneficiary when entitled to
benefits under the  Retirement  Plan) to a monthly  benefit  payment in the same
form  as  elected  under  the  Retirement  Plan,  equal  to  the   Participant's
Restoration  Accrued  Benefit  calculated   immediately  prior  to  the  Benefit
Commencement Date (except as otherwise provided in Section 3.4). The Restoration
Accrued Benefit shall be adjusted to take into account any  alternative  form of
retirement  benefit  received under the Retirement  Plan. The amount of any such
adjustments  shall  be  determined  under  the  applicable   provisions  of  the
Retirement Plan.

         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, 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 commences to receive a monthly 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  benefit  that  would be  payable in
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 benefit paid 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  immediately  eligible for a Target
Early,  Target Normal or Target  Severance  Benefit under the  provisions of 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.


                                   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 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 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.

         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.

         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;

                  (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.