Ex-4(d)



 





EXHIBIT 4(d)



CALCULATION AGENCY AGREEMENT

BETWEEN

PROGRESS ENERGY, INC.

AND

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION



SERIES A FLOATING RATE SENIOR NOTES DUE 2010




     THIS AGREEMENT is made as of January 13, 2006, between PROGRESS ENERGY, INC., a North Carolina
corporation, whose principal executive office is at 410 South Wilmington Street, Raleigh, North
Carolina 27601 (the “Corporation”), and J.P. Morgan Trust Company, National Association, a
national banking association, having a corporate trust office located at 227 West Monroe Street,
Suite 2600, Chicago, Illinois 60606 (together with any successor, the “Calculation Agent”).



W I T N E S S E T H :




     WHEREAS, the Corporation proposes to issue and sell certain of its securities designated as
Series A Floating Rate Senior Notes due 2010 (the “Notes”). The Notes are to be issued
under and pursuant to the terms of its Indenture (For Debt Securities) (the “Indenture”)
dated as of February 15, 2001 between the Corporation and J.P. Morgan Trust Company, National
Association, in its capacity as trustee (the “Trustee”) and the Officer’s Certificate,
dated as of January 13, 2006, relating to the Notes (the “Officer’s Certificate”), as copy
of which is attached hereto. Terms used but not defined herein shall have the meanings assigned to
them in the Indenture, as supplemented by the Officer’s Certificate and the Notes.



     For the purpose of appointing an agent to calculate the (i) interest rate (the “Rate of
Interest”) on the Notes and (ii) amount of interest payable on each Interest Payment Date (the
“Interest Payable”), the Corporation and the Calculation Agent agree as follows:



     1. Upon the terms and subject to the conditions contained herein, the Corporation hereby
appoints the Calculation Agent as its Calculation Agent and Calculation Agent hereby accepts such
appointment as the Corporation’s agent for the purpose of calculating the Rate of Interest and the
Interest Payable on the Notes. The Calculation Agent shall determine the Rate of Interest and the
Interest Payable in the manner and at the times provided in the Officer’s Certificate, the
Indenture and the Notes.



     2. The Calculation Agent shall exercise due care to determine the Rate of Interest and
Interest Payable on the Notes and shall communicate the same to the Corporation, the Trustee, The
Depository Trust Company (the “DTC”) and any paying agent identified to it in writing
promptly after each determination in the form required by the DTC’s operating procedures. The
Calculation Agent will, upon the request of the holder of any Note, provide the Rate of Interest
then in effect with respect to such Note, a copy of any communication to the DTC with respect to an
Interest Payment Date, and, if determined, the Rate of Interest with respect to such Floating Rate
Note which will become effective on the next Interest Payment Date. No amendment to the provisions
of the Indenture, the Officer’s Certificate or the Notes relating to the duties or obligations of
the Calculation Agent hereunder may become effective without the prior written consent of the
Calculation Agent, which consent shall not be unreasonably withheld.



 









 





     3. The Calculation Agent accepts its obligations set forth herein, upon the terms and subject
to the conditions hereof, including the following, to all of which the Corporation agrees:



          (a) The Calculation Agent shall be entitled to such reasonable and customary compensation as
may be agreed upon with the Corporation for all services rendered by the Calculation Agent, and the
Corporation promises to pay such compensation and to reimburse the Calculation Agent for the
reasonable out-of-pocket expenses (including reasonable attorneys’ and other professionals’ fees
and expenses) incurred by it in connection with the services rendered by it hereunder upon receipt
of such invoices as the Corporation shall reasonably require. The Corporation also agrees to
indemnify the Calculation Agent for, and to hold it harmless against, any and all loss, liability,
damage, claim or expense (including the costs and expenses of defending against any claim
(regardless of who asserts such claim) of liability) incurred by the Calculation Agent that arises
out of or in connection with its accepting appointment as, or acting as, Calculation Agent
hereunder, except such as may result from the repeated or gross negligence, willful misconduct or
bad faith of the Calculation Agent or any of its agents or employees. The Calculation Agent shall
incur no liability and shall be indemnified and held harmless by the Corporation for, or in respect
of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Calculation
Agent in reliance upon (i) the opinion or advice of legal or other professional advisors reasonably
satisfactory to it or (ii) written instructions from the Corporation. The Calculation Agent shall
not be liable for any error resulting from the use of or reliance on a source of information used
in good faith and with due care to calculate any Rate of Interest or Amount Payable hereunder. The
provisions of this section shall survive the resignation or removal of the Calculation Agent or the
termination of this Agreement.




          (b) In acting under this Agreement and in connection with the Notes, the Calculation Agent is
acting solely as agent of the Corporation and does not assume any obligations to or relationship of
agency or trust for or with any of the owners or holders of the Notes.




          (c) The Calculation Agent shall be protected and shall incur no liability for or in respect of
any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of
the Indenture, the Officer’s Certificate or the Notes, any notice, direction, certificate,
affidavit, statement or other paper, document or communication reasonably believed by it to be
genuine and to have been approved or signed by the proper party or parties. Notwithstanding any
other provision of this Agreement, the Calculation Agent shall not incur any liability for
nonperformance or breach of any obligation hereunder to the extent that the Calculation Agent is
delayed in performing, unable to perform or breaches such obligation because of acts of God, war,
terrorism, fire, floods, electrical outages, or other causes reasonably beyond its control;
provided, however, that the Calculation Agent shall use commercially reasonable efforts consistent
with accepted practices for calculation or similar agents to maintain performance without delay or
resume performance as soon as reasonably practicable under the circumstances.




          (d) The Calculation Agent, its Affiliates, its officers, directors, employees and shareholders
may become the owners of, or acquire any interest in, any Notes, with the same rights that it or
they would have if it were not the Calculation Agent, and may engage or be interested in any
financial or other transaction with the Corporation as freely as if it were not the Calculation
Agent.




          (e) Neither the Calculation Agent nor its officers, directors, employees, agents or attorneys
shall be liable to the Corporation for any act or omission hereunder, or for any error of judgment
made in good faith by it or them, except in the case of its or their gross negligence, willful
misconduct or bad faith.




 









 





          (f) The Calculation Agent may consult with counsel of its selection and the advice of such
counsel or any opinion of counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.




          (g) The Calculation Agent shall be obligated to perform such duties and only such duties as
are herein specifically set forth, and no implied duties or obligations shall be read into this
Agreement against the Calculation Agent.




          (h) Unless herein otherwise specifically provided, any order, certificate, notice, request,
direction or other communication from the Corporation made or given by it under any provision of
this Agreement shall be sufficient if signed by any officer of the Corporation.




          (i) The Calculation Agent may perform any duties hereunder either directly or by or through
agents or attorneys, and the Calculation Agent shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it hereunder.




          (j) The Corporation will not, without first obtaining the prior written consent of the
Calculation Agent, which consent may not be unreasonably withheld, make any change to the Notes or
the Officer’s Certificate related to such Notes if such change would materially and adversely
affect the Calculation Agent’s duties and obligations under this Agreement.




     4. (a) The Calculation Agent may at any time resign as Calculation Agent by giving written
notice to the Corporation of such intention on its part, specifying the date on which its desired
resignation shall become effective; provided, however, that such date shall never be earlier than
60 days after the receipt of such notice by the Corporation, unless the Corporation agrees to
accept less notice. The Calculation Agent may be removed by the Corporation, in its sole
discretion, at any time by the filing with it of any instrument in writing signed on behalf of the
Corporation and specifying such removal and the date when it is intended to become effective. Such
resignation or removal shall take effect upon the date of the appointment by the Corporation, as
hereinafter provided, of a successor Calculation Agent. If within 30 days after notice of
resignation or removal has been given, a successor Calculation Agent has not been appointed, the
Calculation Agent may, at the expense of the Corporation, petition a court of competent
jurisdiction to appoint a successor Calculation Agent. A successor Calculation Agent shall be
appointed by the Corporation by an instrument in writing signed on behalf of the Corporation and
the successor Calculation Agent. Upon the appointment of a successor Calculation Agent and
acceptance by it of such appointment, the Calculation Agent so succeeded shall cease to be such
Calculation Agent hereunder. Upon its resignation or removal, the Calculation Agent shall be
entitled to the payment by the Corporation of its compensation, if any is owed to it, for services
rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in
connection with the services rendered by it hereunder and to the payment of all other amounts owed
to it hereunder.



          (b) Any successor Calculation Agent appointed hereunder shall execute and deliver to its
predecessor and to the Corporation an instrument accepting such appointment hereunder, and
thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall
become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as such Calculation Agent hereunder, and
such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become

 









 








obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to
receive, copies of any relevant records maintained by such predecessor Calculation Agent.




          (c) Any corporation into which the Calculation Agent may be merged, or any corporation with
which the Calculation Agent may be consolidated, or any corporation resulting from any merger or
consolidation or to which the Calculation Agent shall sell or otherwise transfer all or
substantially all of its corporate trust assets or business shall, to the extent permitted by
applicable law, be the successor Calculation Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto. Notice of any
such merger, consolidation or sale shall forthwith be given to the Corporation and the Trustee.




     5. Any notice required to be given hereunder shall be delivered in person, sent by letter or
telecopy or communicated by telephone (subject, in the case of communication by telephone, to
confirmation dispatched within twenty-four hours by letter or by telecopy), in the case of the
Corporation, to 410 South Wilmington Street, Raleigh, North Carolina 27601-1748, telephone: (919)
546-4831, telecopy: (919) 546-7826, Attention: Treasurer, in the case of Calculation Agent, to
Janice Ott Rotunno, Vice President, telephone: (312) 267-5022, telecopy: (312) 267-5297 and, in the
case of the DTC, to Manager Announcements, Dividend Department, The Depository Trust Company, 55
Water Street — 25th Floor, New York, New York 10041, telecopy: (212) 855-4555, or to any other
address of which any party shall have notified the others in writing as herein provided. Any notice
hereunder given by telephone, telecopy or letter shall be deemed to be received when in the
ordinary course of transmission or post, as the case may be, it would be received.



     6. This Agreement and your appointment as Calculation Agent hereunder shall be construed and
enforced in accordance with the laws of the State of New York applicable to agreements made and to
be performed entirely within such state, and without regard to conflicts of laws principles, and
shall inure to the benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.



     7. This Agreement may be executed by each of the parties hereto in any number of counterparts
each of which counterparts, when so executed and delivered, shall be deemed to be an original and
all such counterparts shall together constitute one and the same agreement.



     8. In the event of any conflict relating to the rights or obligations of the Calculation Agent
in connection with the calculation of the Rate of Interest or Amount Payable on the Notes, the
relevant terms of this Agreement shall govern such rights and obligations.



[Remainder of Page Blank]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date first above written.



	 	 	 	 	 
	 	 	PROGRESS ENERGY, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas R. Sullivan
	 

	 	 	 	 
	 	 	Name: Thomas R. Sullivan
	 	 	Title: Treasurer
	 
	 	 	 	 
	 	 	J.P. MORGAN TRUST COMPANY, NATIONAL

ASSOCIATION, as Calculation Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Janice Ott Rotunno
	 

	 	 	 	 
	 	 	Name: Janice Ott Rotunno
	 	 	Title: Vice President






[Signature Page of Calculation Agency Agreement]