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EXHIBIT 99(d)
CONSENT OF
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
We hereby consent to the use of our opinion letter dated July 5,
2000 to the Boards of Directors of Carolina Power & Light Company and CP&L
Energy, Inc. included as Annex C to the joint proxy statement/prospectus
which forms a part of the Registration Statement on Form S-4 relating to the
proposed share exchange between CP&L Energy, Inc. and Florida Progress
Corporation, and to the references to such opinion in such joint proxy
statement/prospectus under the caption "THE SHARE EXCHANGE--Opinion of
Financial Advisor to Carolina Power & Light and CP&L Energy, Inc." In giving
such consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, nor do we thereby admit that we are
experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Thomas L. Gerlacher
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Name: Thomas L. Gerlacher
Title: Vice President-Investment Banking
New York, New York
July 5, 2000
