Senior Vice President - Retail Sales & Service Beginning On June 16 Employment Agreement

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 ...