NON-EMPLOYEE DIRECTOR STOCK UNIT PLAN

 EXHIBIT NO. 10b(15)
                         CAROLINA POWER & LIGHT COMPANY
                      NON-EMPLOYEE DIRECTOR STOCK UNIT PLAN

    1.0      RECITALS

    1.1      Whereas, Carolina Power & Light Company (the "Company") adopted the
             Carolina  Power  &  Light  Company   Retirement  Plan  for  Outside
             Directors (the "Directors Retirement Plan") in 1986, which provided
             for a fixed-dollar retirement benefit for non-employee directors of
             the Company  following their  termination of service as a member of
             the Company's Board of Directors.

    1.2      Whereas,  the  Company  has  determined  to  freeze  the  Directors
             Retirement  Plan so that no further  benefits  under such plan will
             accrue.

    1.3      Whereas,  the Company  desires to adopt the Carolina  Power & Light
             Company Non-Employee Director Stock Unit Plan, the purpose of which
             is to provide deferred  compensation to the Company's  non-employee
             directors based on the value of the Company's common stock.

    1.4      Whereas,  the Company  desires to allow  participants in the frozen
             Directors  Retirement Plan to roll over their accrued benefit under
             the Directors Retirement Plan into the Non-Employee  Director Stock
             Unit Plan

    1.5      Now,  therefore,  effective January 1, 1998, the Company adopts the
             Non-Employee Director Stock Unit Plan.

    2.0      PURPOSE

    2.1      Purpose.  The purpose of the Plan is to attract  and retain  highly
             qualified individuals as non-employee directors of the Company, and
             to provide  deferred  compensation  to the  Company's  non-employee
             directors based on the value of the Company's stock.

    3.0      DEFINITIONS

             The following  terms shall have the following  meanings  unless the
             context indicates otherwise:

    3.1      "Annual  Stock Unit  Grant"  shall  mean a grant of Stock  Units as
             described in Section 5.2 below.

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

    3.3      "Change-in-Control"  shall mean the first to occur of the following
             circumstances:

              (1)      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, as amended of beneficial
                       ownership  of 15  percent or more of the  Company's  then
                       outstanding voting securities;

              (2)      a tender offer is made and  consummated for the ownership
                       of 51 percent or more of the Company's  then  outstanding
                       voting securities;

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

              (4)      approval by the  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 Committee  receives written  certification from the Company's
               President and Chief Executive  Officer or, in the event of his or
               her inability to act, the Company's Chief Financial  Officer,  or
               any Executive or Senior Vice President of the Company that one of
               the events set forth in Sections  2.5(1) through 2.5(4) above 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 Sections  2.5(1)  through
               2.5(4)  above.  Any  determination  that an  event  described  in
               Sections  2.5(1) through 2.5(4) above has occurred shall, if made
               in good faith on the basis of information available at that time,
               be conclusive and binding on the  Committee,  the Company and the
               Participant and their Beneficiaries for all purposes of the Plan.

    3.4      "Committee"  shall mean the Board's  Committee on Organization  and
             Compensation.

    3.5      "Common Stock" shall mean the common stock of the Company.

    3.6      "Company"  shall  mean  Carolina  Power  & Light  Company,  a North
             Carolina corporation, including any successor entity.

    3.7      "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.

    3.8      "Distribution  Date"  shall  mean  the  later  of  (i)  the  date a
             Participant  is no  longer a member  of the  Board or (ii) the date
             such Participant attains age 65.

    3.9      "Effective Date" shall mean January 1, 1998.

    3.11     "Common Stock Value" shall mean:

                      (1) the average of the highest and lowest  selling  prices
                      of  Common  Stock  on the  relevant  date  (or on the last
                      preceding  trading  date if Common Stock was not traded on
                      the relevant date) if Common Stock is readily  tradable on
                      a national securities exchange or other market system; or

                      (2) an amount determined in good faith by the Board as the
                      fair  market   value  of  Common  Stock  on  the  date  of
                      determination if Common Stock is not readily tradable on a
                      national securities exchange or other market system.

    3.12     "Initial  Stock Unit  Grant"  shall mean a grant of Stock  Units us
             described in Section 5.1 below.

    3.13     "Matching  Stock Unit  Grant"  shall mean a grant of Stock Units as
             described in Section 5.3 below.

    3.14     "Participant"  shall  mean  a  member  of the  Board  who is not an
             employee of the Company or any of its Subsidiaries.

    3.15     "Stock  Unit"  shall  mean a unit  maintained  by the  Company  for
             bookkeeping  purposes,  equal in value to one (1)  share of  Common
             Stock.

    3.16     "Stock Unit Account" shall mean a bookkeeping  account  established
             and maintained (or caused to be established  and maintained) by the
             Company for the Participant  which shall record the number of Stock
             Units  granted  to the  Participant  under  Section  5 below.  This
             account shall be established  (or caused to be  established) by the
             Company for bookkeeping  purposes only, and no separate funds shall
             be segregated by the Company for the benefit of the Participant.

    3.17     "Plan shall mean the Carolina  Power & Light  Company  Non-Employee
             Director Stock Unit Plan.

    3.18     "Subsidiary" shall mean a corporation of which the Company directly
             or  indirectly  owns  more  than 50  percent  of the  Voting  Stock
             (meaning the capital stock of any class or classes  having  general
             voting  power  under  ordinary  circumstances,  in the  absence  of
             contingencies,  to elect the  directors  of a  corporation)  or any
             other business  entity in which the Company  directly or indirectly
             has an ownership interest of more than 50 percent.

    4.0      ADMINISTRATION

    4.1      Responsibility. The Committee shall have the responsibility, in its
             sole  discretion,  to control,  operate,  manage and administer the
             Plan in accordance with its terms.

    4.2      Authority  of the  Committee.  The  Committee  shall  have  all the
             discretionary  authority that may be necessary or helpful to enable
             it to  discharge  its  responsibilities  with  respect to the Plan,
             including but not limited to the following:

             (a)      to determine eligibility for participation in the Plan;

                       (b) to  correct  any  defect,  supply  any  omission,  or
                      reconcile any inconsistency in the Plan in such manner and
                      to such  extent as it shall deem  appropriate  in its sole
                      discretion to carry the same into effect;

                       (c)  to  issue  administrative  guidelines  as an  aid to
                      administer the Plan and make changes in such guidelines as
                      it from time to time deems proper;

                       (d) to make rules for carrying out and  administering the
                      Plan and make  changes  in such  rules as it from  time to
                      time deems proper;

                       (e) to the extent permitted under the Plan, grant waivers
                      of Plan terms, conditions restrictions, and limitations;

                      (f)   to   make   reasonable   determinations   as   to  a
                      Participant's  eligibility  for  benefits  under the Plan,
                      including determinations as to vesting; and

                      (g) to take any and all other  actions it deems  necessary
                      or advisable for the proper operation or administration of
                      the Plan.

    4.3      Action by the  Committee.  The Committee may act only by a majority
             of its members.  Any  determination  of the  Committee may be made,
             without a meeting,  by a writing or  writings  signed by all of the
             members of the Committee.  In addition, the Committee may authorize
             any one or more of its members to execute and deliver  documents on
             behalf of the Committee.

    4.4      Delegation of Authority.  The Committee may delegate to one or more
             of its  members,  or to one or  more  agents,  such  administrative
             duties as it may deem advisable;  provided,  however, that any such
             delegation shall be in writing. In addition, the Committee,  or any
             person to whom it has delegated duties as aforesaid, may employ one
             or more persons to render advice with respect to any responsibility
             the Committee or such person may have under the Plan. The Committee
             may employ such legal or other counsel,  consultants  and agents as
             it may deem  desirable for the  administration  of the Plan and may
             rely  upon  any  opinion  or  computation  received  from  any such
             counsel, consultant or agent. Expenses incurred by the Committee in
             the  engagement of such counsel,  consultant or agent shall be paid
             by the Company,  or the Subsidiary  whose  employees have benefited
             from the Plan, as determined by the Committee.

    4.5      Determinations   and   Interpretations   by  the   Committee.   All
             determinations and  interpretations  made by the Committee shall be
             binding  and  conclusive  on  all  Participants  and  their  heirs,
             successors, and legal representatives.

    4.6      Information.  The Company shall furnish to the Committee in writing
             all information the Committee may deem appropriate for the exercise
             of its powers and duties in the  administration  of the Plan.  Such
             information  may  include,  but shall not be  limited  to, the full
             names of all Participants, their earnings and their dates of birth,
             employment,   retirement  or  death.   Such  information  shall  be
             conclusive for all purposes of the Plan, and the Committee shall be
             entitled to rely thereon without any investigation thereof.

    4.7      Self-Interest.  No  member  of  the  Committee  may  act,  vote  or
             otherwise  influence  a  decision  of  the  Committee  specifically
             relating to his or her benefits, if any, under the Plan.

    5.0      STOCK UNIT GRANTS

    5.1      Rollover.  The Company  shall grant an Initial  Stock Unit Grant to
             the Participants  listed on Schedule A (who are participants in the
             Company's  Retirement  Plan for  Outside  Directors)  who  elect by
             December  31, 1997  pursuant to an election  made in writing to the
             Company's Vice President-Human  Resources to rollover their accrued
             benefit under such plan (the "Accrued  Benefit") into the Plan. The
             number of shares  underlying each Initial Stock Unit Grant shall be
             equal to the present value of the Participant's  Accrued Benefit as
             of December  31, 1997 divided by the Common Stock Value on the last
             trading  day of 1997.  Any  fractional  Stock Unit which is greater
             than 50  percent  shall be rounded  up to one Stock  Unit,  and any
             fractional  Stock Unit  equal to or less than 50  percent  shall be
             disregarded.  The Company shall enter and record (or shall cause to
             be entered and  recorded) in the  Participant's  Stock Unit Account
             such number of Stock Units underlying the Initial Stock Unit Grant.

    5.2      Annual Grant.  The Company shall grant to each  Participant who has
             been a member of the Board for a least 1 year an Annual  Stock Unit
             Grant equal to 150 Stock  Units.  The Annual Stock Unit Grant shall
             be made on or about the date of the  Company's  annual  meeting  of
             shareholders. The Company shall enter and record (or shall cause to
             be entered and  recorded) in the  Participant's  Stock Unit Account
             such number of Stock Units underlying the Annual Stock Unit Grant.

    5.3      Matching Grant. With respect to any specific year, if the corporate
             incentive  goals  established  by the Board are met for purposes of
             determining the Company matching  contributions under the Company's
             Stock  Purchase-Savings  Plan,  the  Company  shall  grant  to each
             Participant on or about the date of the Company's annual meeting of
             shareholders  following such year a Matching Stock Unit Grant equal
             to up to 150  Stock  Units in  accordance  with  the  terms of such
             program.  The Company  shall enter and record (or shall cause to be
             entered and recorded) in the Participant's  Stock Unit Account such
             number of Stock Units underlying the Annual Stock Unit Grant.

    5.4      Dividend  Stock Units.  On the date that any holder of Common Stock
             receives a dividend with respect to Common Stock, the Company shall
             grant to each  Participant,  and shall  enter and  record (or shall
             cause to be entered and recorded) in each such Participant's  Stock
             Unit Account a number of Stock Units equal to the result of (x) the
             dollar  amount of such  dividend  paid with respect to one share of
             Common  Stock  multiplied  by (y) the number of Stock  Units in the
             Stock Unit Account as of the date such  dividend is paid divided by
             (z) the Common  Stock  Value as of the date such  dividend is paid.
             Any fractional  Stock Unit greater than 50 percent shall be rounded
             up to one Stock  Unit,  and any  fractional  Stock Unit equal to or
             less than 50 percent shall be disregarded.

    6.0      BENEFIT

    6.1      Vesting.  A Participant shall be entitled to a Benefit described in
             this Section 6 only after such Participant has been a member of the
             Board for 5 years. If there is a Change in Control, the Participant
             shall be entitled to a Benefit  described  in this  Section 6 as of
             the date of the  Change in  Control,  regardless  of the  number of
             years such Participant has been a member of the Board.

    6.2      Timing of  Benefit.  In  accordance  with  Section  6.4 below,  the
             Company shall pay or begin paying a Benefit to a vested Participant
             during the 60-day period  following the  Distribution  Date. If the
             Participant has selected annual payments in accordance with Section
             6.4(b)  below,  all payments  other than the first payment shall be
             made on the applicable anniversary of the Distribution Date.

    6.3      Valuation.  The value of a  Participant's  Stock Unit  Account  for
             purposes  of the  Benefit  shall be equal to the product of (x) the
             number of Stock Units in the Participant's Stock Unit Account as of
             the  Distribution  Date  or  the  applicable   anniversary  of  the
             Distribution  Date  multiplied by (y) the Common Stock Value on the
             Distribution Date or the applicable anniversary of the Distribution
             Date, in accordance with Section 6.4 below.

    6.4      Form of  Benefit.  The  Company  shall  pay a  Benefit  to a vested
             Participant in one of the following four (4) forms,  as selected by
             the Participant within 60 days after becoming a Participant:

                              (a) a lump sum payment, with such payment equal to
                      the value of the  Participant's  Stock Unit  Account as of
                      the Distribution Date: or

                              (b) annual  payments over 5, 10 or 15 years,  with
                      each  annual  payment  equal  to  (x)  the  value  of  the
                      Participant's  Stock Unit  Account as of the  Distribution
                      Date or the  applicable  anniversary  of the  Distribution
                      Date divided by (y) the number of payments yet to be made.

    6.5      Change of Form of Benefit.  The  Participant may change the form of
             Benefit,  provided,  however, that such change is made at least six
             (6) months prior to the Distribution Date.

    6.6      Death  of  Participant  Prior  to  the  Distribution  Date.  If the
             Participant's  death occurs  prior to the  Distribution  Date,  the
             Company   shall  pay  or  begin   paying  a  Benefit  to  a  vested
             Participant's  beneficiary (as designated by the Participant  under
             Section  6.8 below) on the first day of the sixth  month  following
             the date of the  Participant's  death,  and if the  Participant has
             selected a form of Benefit under Section 6.4(b) above,  the Company
             shall pay the remaining  annual  payments on the anniversary of the
             first payment date as determined under this Section 6.6.

    6.7      Death  of  Participant  Following  the  Distribution  Date.  If the
             Participant's  death occurs  following the  Distribution  Date, the
             Company  shall  continue  to pay the  Benefit to the  Participant's
             beneficiary  (as  designated by the  Participant  under Section 6.8
             below) following the date of the Participant's death in the form of
             Benefit  selected by the Participant in accordance with Section 6.4
             above.

    6.8      Designation  of  Beneficiary.  Within  60  days  after  becoming  a
             Participant, a Participant shall designate a beneficiary to receive
             the  Benefit  in the  event  of  the  Participant's  death.  If the
             Participant does not designate a beneficiary, the beneficiary shall
             be  deemed  to be  the  Participant's  spouse  on the  date  of the
             Participant's  death, and if the Participant does not have a spouse
             on the  date of his or her  death,  then the  Participant's  estate
             shall be deemed to be the beneficiary under this Section 6.

    7.0      TAXES

    7.1      Withholding  Taxes.  The Company shall be entitled to withhold from
             any and all  payments  made to a  Participant  under  the  Plan all
             federal,  state,  local  and/or  other  taxes or imposts  which the
             Company  determines  are  required  to be  so  withheld  from  such
             payments or by reason of any other payments made to or on behalf of
             the Participant or for his or her benefit hereunder.

    7.2      No Guarantee of Tax Consequences. No person connected with the Plan
             in any capacity, including, but not limited to, the Company and any
             Subsidiary  and their  directors,  officers,  agents and  employees
             makes any  representation,  Commitment,  or guarantee  that any tax
             treatment,  including, but not limited to, federal, state and local
             income,  estate and gift tax  treatment,  will be  applicable  with
             respect to amounts  deferred  under the Plan, or paid to or for the
             benefit of a Participant under the Plan, or that such tax treatment
             will  apply to or be  available  to a  Participant  on  account  of
             participation in the Plan.

    8.0      TERM OF PLAN; AMENDMENT AND TERMINATlON

    8.1      Term.  The Plan shall be effective as of the  Effective  Date.  The
             Plan shall remain in effect until the Board terminates the Plan.

    8.2      Termination  or  Amendment  of  Plan.  The  Board  may  suspend  or
             terminate the Plan at any time with or without prior notice and the
             Board may amend the Plan at any time with or without  prior notice;
             provided,  however,  that no action  authorized by this Section 8.2
             shall  reduce the balance of the Stock Unit  Account  credited to a
             Participant or adversely affect the vesting of such account.

    9.0      MISCELLANEOUS

    9.1      Adjustments.  If there shall be any change in Common Stock  through
             merger,  consolidation,  reorganization,   recapitalization,  stock
             dividend,  stock split,  reverse stock split,  split up,  spin-off,
             combination  of shares,  exchange  of shares,  dividend  in kind or
             other like change in capital structure or distribution  (other than
             normal cash  dividends) to holders of Common  Stock,  the number of
             Stock  Units and the  Participant's  Stock  Unit  Account  shall be
             adjusted to equitably reflect such change or distribution.

    9.2      Governing  Law.  The  Plan  and all  actions  taken  in  connection
             herewith shall be governed by and construed in accordance  with the
             laws of the State of North Carolina without reference to principles
             of conflict of laws,  except as superseded  by  applicable  federal
             law.

    9.3      No Right Title. or Interest in Company Assets.  Participants  shall
             have  no  right,  title,  or  interest  whatsoever  in  or  to  any
             investments  which the  Company  may make to aid it in meeting  its
             obligations  under the Plan.  Nothing contained In the Plan, and no
             action  taken  pursuant  to  its  provisions,  shall  create  or be
             construed   to  create  a  trust  of  any  kind,   or  a  fiduciary
             relationship between the Company and any Participant,  beneficiary,
             legal  representative  or any other person.  To the extent that any
             person acquires a right to receive  payments from the Company under
             the  Plan,  such  right  shall be no  greater  than the right of an
             unsecured general creditor of the Company.  All payments to be made
             hereunder  shall be paid from the general  funds of the Company and
             no special or separate fund shall be established and no segregation
             of assets shall be made to assure payment of such amounts except as
             expressly set forth in the Plan.

    9.4      No Right to Continued Service. The Participant's rights, if any, to
             continue to serve the Company as a member of the Board shall not be
             enlarged or otherwise  affected by his or her  participation in the
             Plan.

    9.5      Other  Rights.  The Plan  shall not  affect or impair the rights or
             obligations of the Company or a Participant under any other written
             plan, contract,  arrangement,  or pension,  profit sharing or other
             compensation plan.

    9.6      Severability. If any term or condition of the Plan shall be invalid
             or  unenforceable  to any  extent or in any  application,  then the
             remainder  of the  Plan,  with the  exception  of such  invalid  or
             unenforceable  provision,  shall not be affected  thereby and shall
             continue  in effect and  application  to its  fullest  extent.  If,
             however,  the Committee  determines in its sole discretion that any
             term or condition of the Plan which is invalid or  unenforceable is
             material to the interests of the Company, the Committee may declare
             the Plan null and void in its entirety.

    9.7      Incapacity.  If the Committee  determines  that a Participant  or a
             designated  beneficiary  is unable  to care for his or her  affairs
             because of illness or accident or because he or she is a minor, any
             benefit due the  Participant or designated  beneficiary may be paid
             to the  Participant's  spouse or to any other person  deemed by the
             Committee to have incurred expense for such Participant  (including
             a   duly   appointed    guardian,    committee   or   other   legal
             representative), and any such payment shall be a complete discharge
             of the Company's obligation hereunder.

    9.8      Transferability   of  Rights.   No   Participant  or  spouse  of  a
             Participant shall have any right to encumber, transfer or otherwise
             dispose of or alienate  any present or future  right or  expectancy
             which  the  Participant  or such  spouse  may  have at any  time to
             receive  payments of benefits  hereunder,  which  benefits  and the
             right  thereto  are  expressly  declared to be  non-assignable  and
             nontransferable,  except to the extent required by law. Any attempt
             to transfer or assign a benefit,  or any rights granted  hereunder,
             by a Participant  or the spouse of a Participant  shall be null and
             void and without effect.

    9.9      Entire Document. The Plan, as set forth herein,  supersedes any and
             all prior practices,  understandings,  agreements,  descriptions or
             other non-written  arrangements  respecting severance,  and written
             employment or severance contracts signed by the Company.

                                   SCHEDULE A

       Participants who Are Eligible To Receive Initial Stock Unit Grants

              1.      Edwin B. Borden

              2.      Richard L. Daugherty

              3.      Robert L. Jones

              4.      Felton J. Capel

              5.      Charles W. Coker

              6.      Estell C. Lee

              7.      Leslie M. Baker, Jr.

              8.      William O. McCoy

              9.      J. Tylee Wilson 

Basic Info X:

Name: NON-EMPLOYEE DIRECTOR STOCK UNIT PLAN
Type: Non-employee Director Stock Unit Plan
Date: March 26, 1998
Company: DUKE ENERGY PROGRESS, LLC.
State: North Carolina

Other info:

Date:

  • January 1 , 1998
  • December 31 , 1997

Organization:

  • Carolina Power & Light Company Retirement Plan for Outside Directors
  • Company 's Board of Directors
  • Board of Directors of the Company
  • Board are Continuing Directors
  • Board 's Committee on Organization and Compensation
  • Carolina Power & Light Company Non-Employee Director Stock Unit Plan
  • Delegation of Authority
  • Matching Stock Unit Grant
  • Annual Stock Unit Grant
  • Distribution Date multiplied
  • Common Stock Value
  • Participant 's Stock Unit Account
  • Change of Form of Benefit
  • Death of Participant Following the Distribution Date
  • the State of North Carolina
  • Transferability of Rights
  • Are Eligible To Receive Initial Stock Unit Grants 1

Location:

  • North Carolina

Person:

  • Edwin B. Borden
  • Richard L. Daugherty
  • Robert L. Jones
  • Felton J. Capel
  • Charles W. Coker
  • Estell C. Lee
  • Leslie M. Baker
  • William O. McCoy
  • J. Tylee Wilson

Percent:

  • 15 percent
  • 51 percent
  • 66 23 percent
  • 75 percent
  • 50 percent