**EMPLOYMENT
      AGREEMENT**





**BETWEEN**





**[Name
      of Subsidiary]**





**AND**





**[Officer]**











**[Date]**











































**EMPLOYMENT
      AGREEMENT**








This
      EMPLOYMENT AGREEMENT ("Agreement"), dated as of the ____________ day of
      _________________, 200_ (the “Effective Date”), is by and between
      _______________________________, a corporation headquartered in
      __________________, and a wholly-owned subsidiary of Progress Energy, Inc.,
      its
      successors or assigns and [Full Name] (“Officer”). __________________________
      shall be referred to as the “Company” throughout. Progress Energy, Inc. shall be
      referred to as “Progress Energy” throughout.





**Preamble**





The
      Company and Officer agree to enter into an employment relationship in which
      Officer will serve as ______________ of the Company under the terms and
      conditions as set forth within the Agreement:





**Provisions**





NOW,
      THEREFORE, in consideration of the mutual covenants and promises contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged and accepted, the parties hereto
      hereby agree as follows:





1.  RESPONSIBILITIES;
      OTHER ACTIVITIES .





Officer
      shall occupy the position of _____________ at the Company and shall undertake
      the general responsibilities and duties of such position as directed by Company
      senior management. During the Term of the Agreement as defined in Section 2
      below, Officer shall perform faithfully the duties of Officer’s position, devote
      all of Officer’s working time and energies to the business and affairs of the
      Company and use Officer’s best efforts, skills and abilities to promote the
      Company’s business interests. Notwithstanding anything herein to the contrary,
      the Company reserves the right to assign or reassign Officer’s employment to
      other positions, including positions at subsidiaries or affiliates of Progress
      Energy. If so assigned or reassigned, Officer will serve in such positions,
      and
      shall have such responsibilities and duties, as determined by such new employer.
      As used in the Agreement, the term “Company” shall also refer to any new
      employer to which the Agreement is assigned in accordance with this Section
      1.





2.  TERM
      OF THE AGREEMENT .





(a)  The
      Agreement is effective as of the Effective Date and shall remain in effect
      until
      _________________, 200_, [3 years] unless earlier terminated under Section
      8
      below.





(b)  On
      January 1, 200_ and on January 1 of each year thereafter (each an “Extension
      Date”), the term of the Agreement (the “Term”) automatically will be extended by
      an additional year, unless notice of non-renewal is timely given by the Company
      pursuant to Paragraph 2(c) below.







(c)  The
      Company may elect to not extend the Term of the Agreement and must notify
      Officer no later than 60 days prior to the relevant Extension Date that it
      does
      not intend to renew the Term of the Agreement pursuant to Paragraph 2(b), above.
      Should the Company elect not to renew the Term of the Agreement, the Agreement
      will terminate at the end of the then-current Term.





3.  BASE
      SALARY .
      As
      compensation for the services to be performed hereunder, Officer will be paid
      a
      Base Salary at the annual rate of ______________________ Thousand Dollars
      ($___,000) (less applicable withholdings) (“Base Salary”) during 200_. Base
      Salary for each subsequent year of employment during the Term of the Agreement
      shall be subject to adjustment by the Company during the normal annual salary
      review process for similarly situated executives as determined by the Company
      in
      its discretion. Base Salary shall be deemed earned proportionally as Officer
      performs services over the course of each year the Agreement is in effect.
      Payments of Base Salary shall be made, except as otherwise provided herein,
      in
      accordance with the Company’s standard payroll policies and procedures.





4.  EMPLOYEE
      BENEFIT PLANS .
      During
      the Term of the Agreement, Officer shall be entitled to participate in all
      applicable benefits plans sponsored by the Company or Progress Energy that
      are
      available for participation generally to Company employees, subject to the
      terms
      and conditions of such plans (the “Benefit Plans”).





5.  EXECUTIVE
      INCENTIVES AND PERQUISITES .
      During
      the Term of the Agreement, and subject to Section 6 below, Officer shall be
      eligible to participate in executive incentive and executive perquisites
      sponsored by, or offered pursuant to the policies of, the Company or Progress
      Energy that are applicable generally to similarly situated Company executives,
      subject to the terms and conditions of such plans, policies or programs, unless
      specifically provided for in this Agreement. As of the Effective Date, these
      executive incentives and perquisites consist of the following:





(a)  Short
      Term Incentive Plan .
      Officer
      is eligible to participate in the Progress Energy sponsored Management Incentive
      Compensation Plan (the “MICP”), with a current annual target of __% of actual
      base salary earnings, subject to the terms of the MICP.





(b)  Long
      Term Incentives .
      Officer
      is eligible to participate in a long term incentive program, subject to the
      terms of the Progress Energy, Inc. Equity Incentive Plan (the “EIP”), consisting
      of the following components at the Effective Date:





(i)  PSSP
      or Other Performance-Based Incentives .
      An
      annual award of performance-based long term incentives (“LTI”) (currently
      shares/units from the Performance Share Sub-Plan) with a current annual target
      of __% of actual base salary earnings. These awards are generally made in
      March.








(ii)  Restricted
      Stock .
      An
      award of restricted common stock or restricted stock units, with a current
      annual target of __% of actual base salary earnings, vesting ratably on the
      3 rd ,
      4 th and
      5 th anniversaries from the date of grant, or upon such other vesting schedule as
      determined by Progress Energy. These annual awards are generally made in March.





(c)  Base
      Salary Deferral Plan .
      Officer
      is eligible to participate in the Progress Energy sponsored Management Deferred
      Compensation Plan (“MDCP”).





(d)  Incentive
      Deferrals .
      Officer
      is eligible to defer his earned MICP and/or LTI awards into deemed investments
      of Progress Energy common stock on an unfunded basis pursuant to terms of the
      MICP or EIP, as applicable.





(e)  Restoration
      Pension Plan .
      Officer
      is eligible to participate in the Progress Energy sponsored non-qualified
      pension plan (the “Restoration Retirement Plan”) subject to its terms and
      conditions. If Officer becomes a participant under Progress Energy’s
      Supplemental Senior Executive Retirement Plan, Officer forfeits all benefits
      under the Restoration Retirement Plan.





(f)  Supplemental
      Senior Executive Retirement Plan .
      Officer
      shall be eligible for participation in Carolina Power & Light Company’s
      Supplemental Senior Executive Retirement Plan (“SERP”), subject to its
      terms.





(g)  Perquisite
      Program .
      Officer
      is eligible to participate in a perquisite program as determined by the Company
      from time to time. The perquisite program may include such benefits as the
      Company determines would be appropriate, including, but not limited to,
      continued participation in the Progress Energy sponsored Split Dollar Life
      Insurance Plan (subject to its terms and consistent with applicable laws and
      regulations), an automobile allowance, an annual executive physical, luncheon,
      airline and country club memberships, financial and estate planning services,
      tax preparation services, an executive accidental death and dismemberment
      insurance policy and home security. Any perquisite program benefits shall be
      subject to such limitations, modification or cancellation as the Company shall
      determine in its sole discretion.





6.  COMPANY
      PLAN AND PROGRAM MAINTENANCE .
      Officer’s entitlement to the benefits described in Sections 4 and 5 shall be
      governed exclusively by the terms of the plans and programs described in those
      provisions. Nothing in the Agreement shall require Progress Energy or the
      Company to continue or maintain any short term incentive, long term incentive,
      employee or executive benefit plan or program or any perquisite. Progress Energy
      and the Company shall have the right to modify, replace or eliminate any
      incentive or benefit plans or programs, including perquisites.




7.  VACATION
      AND HOLIDAYS .
      Officer
      will be entitled to four weeks of vacation leave per year, unless his combined
      years of service to Progress Energy subsidiaries entitle him to additional
      vacation leave pursuant to Company policy. Officer will be granted paid holidays
      per Company policy.








8.  TERMINATION
      OF EMPLOYMENT .





(a)  Termination .
      During
      the Term of this Agreement, the Company may elect at any time to terminate
      Officer’s employment immediately hereunder and remove Officer from any
      employment with or without “Cause,” as defined below.





(i)  Constructive
      Termination .
      For
      purposes of this Agreement, the Company shall be deemed to have terminated
      Officer’s employment without cause if Officer is displaced from an assignment
      within the controlled group of Progress Energy, Inc. subsidiaries and
      affiliates, and (1) is not simultaneously reassigned to another position with
      the controlled group of Progress Energy, Inc. subsidiaries and affiliates;
      or
      (2) in the event that Progress Energy, Inc. sells more than 50% of its interest
      in a Progress Energy, Inc. subsidiary to which Officer is assigned to a third
      party during the term of Officer’s assignment, and the third party purchaser
      does not offer Officer a position with materially comparable authority and
      duties within fifty (50) miles from Officer’s current geographic work location.
      Upon such constructive termination, the obligations and rights of the parties
      will be governed by Paragraph 8(a)(ii) below.





(ii)  Termination
      Without Cause .
      During
      the Term of this Agreement, if Officer’s employment with the Company is
      terminated without Cause, and Officer’s employment under the Agreement is not
      assigned to another subsidiary or affiliate of Progress Energy, then Officer
      will be provided with severance equal to 2.99 times his then-current Base
      Salary, payable in equal installments over a period of 2.99 years from the
      date
      of such termination. Additionally, the Company will reimburse Officer for the
      costs of continued coverage under certain health and welfare benefit plans
      pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)
      for up to eighteen (18) months after such termination of his employment;
      provided, however, that Officer shall not be eligible for COBRA reimbursement
      beyond the date on which his continued coverage terminates in accordance with
      COBRA. Receipt of the benefits in this paragraph is subject to the requirements
      of Paragraphs 8(f), 8(g) and 8(h) and 11(1) of this Agreement. In addition,
      Officer will be eligible to retain all benefits under existing Benefit Plans
      and
      executive benefit plans as described in Sections 4 and 5 to the extent vested
      within, and subject to, the terms of those plans. Upon termination without
      Cause, Officer shall be entitled to any earned but unpaid Base Salary accrued
      to
      the date of termination. Any continued rights or benefits Officer or his legal
      representatives may have under any Company or Progress Energy sponsored employee
      benefit plan or program upon his termination without Cause shall be determined
      in accordance with the terms or provisions of the plan or program.








(iii)  Termination
      for Cause .
      For
      purposes of this Agreement, “Cause” shall be defined as: (1) any act of
      Officer’s including, but not limited to, misconduct, negligence, unlawfulness,
      dishonesty or inattention to the business, which is detrimental to the Company’s
      interests; or (2) Officer’s unsatisfactory job performance or failure to comply
      with Company policies, rules or regulations. If Officer is terminated for Cause
      as defined herein, then he shall be eligible to retain all benefits under
      existing Benefit Plans and executive benefit plans as described in Sections
      4
      and 5 that have vested pursuant to, and subject to, the terms of those plans,
      if
      permitted by such plans, but he shall not be entitled to any form of salary
      continuation or severance benefits under the Agreement. Upon termination for
      Cause, Officer shall be entitled to any earned but unpaid Base Salary accrued
      to
      the date of termination. Any continued rights or benefits Officer or his legal
      representatives may have under any Company or Progress Energy sponsored employee
      benefit plan or program upon his termination for Cause shall be determined
      in
      accordance with the terms or provisions of the plan or program.





(b)  Change
      in Control .
      In the
      event that Progress Energy experiences a Change in Control, as defined by the
      Progress Energy, Inc. Change in Control Plan (the “Change in Control Plan”) and
      Officer is (1) designated by the Organization and Compensation Committee of
      Progress Energy’s Board of Directors as covered by the Change in Control Plan,
      and (2) is terminated without Cause or constructively terminated under the
      terms
      of this Agreement or the Change in Control Plan, then Officer may elect to
      receive benefits under either the Change in Control Plan or the Agreement.
      Under
      no event will Officer receive benefits under both the Change in Control Plan
      and
      the Agreement.





(c)  Voluntary
      Termination; Lapse of Term .
      If
      Officer terminates his employment voluntarily for any reason at any time, or
      if
      the Term of the Agreement lapses due to non-renewal, then he shall be eligible
      to retain all benefits under existing Benefit Plans and executive benefit plans
      that have vested pursuant to, and subject to, the terms of those plans, as
      of
      the last date of regular employment. He shall not be entitled to any form of
      salary continuation or other severance benefit under the Agreement.





(d)  Termination
      Due to Death .
      In the
      event of Officer’s death during the Term of the Agreement, Officer’s employment
      hereunder shall terminate and the Company shall have no further obligation
      to
      Officer under the Agreement except as specifically provided in the Agreement.
      Officer’s estate shall be entitled to receive all earned but unpaid Base Salary
      accrued to the date of termination and any short term incentive for a prior
      fiscal year that has been earned but not paid. Any rights and benefits Officer
      or Officer’s estate or other legal representatives may have under Benefit Plans
      and executive benefits and incentive plans of the Company or Progress Energy
      upon Officer’s death during the Term of the Agreement, if any, shall be
      determined in accordance with the terms and provisions of such plans and
      incentive or benefit programs.





(e)  Termination
      Due to Disability .





(i)  The
      Company may terminate Officer’s employment hereunder, subject to compliance with
      the Americans With Disabilities Act or other applicable law, due to Disability
      if (1) for a period of 180 consecutive days during the Term of the Agreement,
      Officer is totally and permanently disabled as determined in accordance with
      the
      Company's long term disability plan (LTD), if any, as in effect during such
      time; or (2) at any time during which no such plan is in effect, Officer is
      substantially unable to perform his duties hereunder because of a medical
      condition for a period of 180 consecutive days during the Term of the Agreement,
      as determined by the Company in good faith (either event shall be deemed
“Disability” for the purposes of the Agreement).








(ii)  Upon
      the
      termination of Officer’s employment due to Disability, the Company shall have no
      further obligation to Officer under this Agreement except as specifically
      provided in this Agreement. Upon such termination for Disability, Officer shall
      be entitled to all earned but unpaid Base Salary accrued to the date of
      termination and any short term incentive for a prior fiscal year that has been
      earned but not paid. The short term incentive, if any, for the current fiscal
      year shall be calculated on a pro rata basis for the portion of the fiscal
      year
      Officer was performing the duties of his position and shall be paid at the
      regularly scheduled time for the payment of the short term incentive. Any
      continued rights and benefits Officer or Officer’s legal representatives may
      have under employee benefit plans and programs of the Company or Progress Energy
      upon Officer’s termination for Disability, if any, shall be determined in
      accordance with the terms and provisions of such plans and
      programs.





(f)  Release
      of Claims .
      In
      order to receive severance benefits under Paragraphs 8(a) or 8(b), Officer
      agrees to execute a written release of all claims against the Company, and
      its
      employees, officers, directors, subsidiaries and affiliates, on a form
      acceptable to the Company.





(g)  Covenant
      Not to Compete .
      If the
      Company terminates Officer’s employment without Cause under Paragraph 8(a)(ii),
      or if Officer becomes eligible for the benefits available under Paragraphs
      8(a)(i) or 8(b), Officer, for the greater of (i) one year, or (ii) as long
      as
      Officer is receiving severance payments under this Agreement, shall not compete
      directly or indirectly with the Company or its affiliates within fifty (50)
      miles of any geographic area in which the Company or its affiliates has a
      material business interest with which Officer is or was previously
      involved.




(h)  Non-Interference .
      If the
      Company terminates Officer’s employment without Cause under Paragraph 8(a)(ii)
      or if Officer becomes eligible for the benefits available under Paragraphs
      8(a)(i) or 8(b), Officer, for the greater of (i) one year, or (ii) as long
      as
      Officer is receiving severance payments under the Agreement, shall not, whether
      on his own account or on the account of another individual, partnership, firm,
      corporation, or other business organization (other than the Company and its
      affiliates), directly or indirectly, solicit, endeavor to entice away from
      the
      Company or any of its affiliates, or otherwise interfere with the relationship
      of the Company or its affiliates, any person who is employed by or otherwise
      engaged to perform services for the Company or its affiliates including but
      not
      limited to, any independent representatives or organizations, or any person
      or
      entity that is a customer of the Company or its affiliates.








(i)  Confidential
      Information; Trade Secrets .
      Officer
      hereby agrees that Officer shall not, directly or indirectly, at any time during
      the term of Officer’s employment under this Agreement, and for a two-year period
      following the termination of such employment for any reason, reveal, divulge,
      or
      disclose to any person not expressly authorized by the Company any Confidential
      Information, or use or make use of any Confidential Information in connection
      with any business activity other than that of the Company. Throughout the term
      of this Agreement and at all times after the date that this Agreement terminates
      for any reason, Officer shall not directly or indirectly transmit or disclose
      any Trade Secret of the Company to any person, and shall not make use of any
      such Trade Secret, directly or indirectly, for himself or for others, without
      the prior written consent of the Company. The parties acknowledge and agree
      that
      this Agreement is not intended to, and does not, alter either the Company’s
      rights or Officer’s obligations under any state or federal statutory or common
      law regarding trade secrets and unfair trade practices.





Anything
      herein to the contrary notwithstanding, Officer shall not be restricted from
      disclosing or using Confidential Information that is required to be disclosed
      by
      law, court order or other legal process; *provided,
      however* ,
      that in
      the event disclosure is required by law, Officer shall provide the Company
      with
      prompt notice of such requirement so that the Company may seek an appropriate
      protective order prior to any such required disclosure by Officer.





For
      purposes of this Paragraph 8(i), the term “Confidential Information” means all
      information regarding the Company, its activities, business or clients that
      is
      the subject of reasonable efforts by the Company to maintain its confidentiality
      and that is not generally disclosed by practice or authority to persons not
      employed by the Company, but that does not rise to the level of a Trade Secret.
      “Confidential Information” shall not include information that has become
      generally available to the public by the act of one who has the right to
      disclose such information without violating any right or privilege of the
      Company. For purposes of this Paragraph 8(i), the term “Trade Secret” means all
      information, without regard to form, which is not commonly known by or available
      to the public and which information: (1) derives economic value, actual or
      potential, from not being generally known to, and not being readily
      ascertainable by proper means by, other persons who can obtain economic value
      from its disclosure or use; and (2) is the subject of efforts that are
      reasonable under the circumstances to maintain its secrecy. These definitions
      shall not limit any definition of “confidential information,” “trade secret,” or
      any equivalent terms under state or federal law.





9.  ASSIGNABILITY .





No
      rights
      or obligations of Officer under this Agreement may be assigned or transferred
      by
      Officer, except that (i) Officer’s rights to compensation and benefits
      hereunder may be transferred by will or laws of intestacy to the extent
      specified herein, and (ii) Officer’s rights under Benefit Plans described
      in Section 4 or executive incentive and benefit plans described in
      Section 5 may be assigned or transferred in accordance with the terms of
      such plans or programs, or regular practices thereunder. The Company, in its
      sole discretion, may assign or transfer its rights and obligations under this
      Agreement.








10.  CONFIDENTIALITY .





Unless
      otherwise made public by the Company, Officer will not disclose the terms of
      this Agreement except (i) to financial and legal advisors under an obligation
      to
      maintain confidentiality, or (ii) as required by a valid court order or subpoena
      (and in such event will use his best efforts to obtain a protective order
      requiring that all disclosures be kept under court seal) and will notify the
      Company promptly upon receipt of such order or subpoena.





11.  MISCELLANEOUS .





(a)  Governing
      Law .
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of ______________ without reference to laws governing conflicts of
      law.





(b)  Entire
      Agreement .
      This
      Agreement contains all of the understandings and representations between the
      parties hereto pertaining to the subject matter hereof and supersedes all
      undertakings and agreements, whether oral or in writing, if any, previously
      entered into by them with respect thereto.





(c)  Amendment
      or Modification; Waiver .
      No
      provision in this Agreement may be amended or waived unless such amendment
      or
      waiver is agreed to in writing, signed by Officer and by a duly authorized
      officer of the Company thereunto duly authorized to do so. Except as otherwise
      specifically provided in the Agreement, no waiver by a party hereto of any
      breach by the other party hereto of any condition or provision of the Agreement
      to be performed by such other party shall be deemed a waiver of a similar or
      dissimilar provision or condition at the same or any prior or subsequent
      time.





(d)  Notice .
      Any
      notice (with the exception of notice of termination by the Company, which may
      be
      given by any means and need not be in writing except that if termination is
      for
      Cause, oral notice must be followed by written notice) or other document or
      communication required or permitted to be given or delivered hereunder shall
      be
      in writing and shall be deemed to have been duly given or delivered if
      (i) mailed by United States mail, certified, return receipt requested, with
      proper postage prepaid, or (ii) otherwise delivered by hand or by overnight
      delivery, against written receipt, by a common carrier or commercial courier
      or
      delivery service, to the party to whom it is to be given at the address of
      such
      party as set forth below (or to such other address as a party shall have
      designated by notice to the other parties given pursuant hereto):





If
      to
      Officer:


Full
      Name


Name
      of
      Subsidiary


Address


City,
      State, Zip







If
      to the
      Company:


Name
      of
      Subsidiary


c/o
      Progress Energy Service Company, LLC


410
      S.
      Wilmington Street


Raleigh,
      North Carolina 27601


Attn.:
      Vice President, Human Resources





Any
      such
      notice, request, demand, advice, schedule, report, certificate, direction,
      instruction or other document or communication so mailed or sent shall be deemed
      to have been duly given, if sent by mail, on the third business day following
      the date on which it was deposited at a United States post office, and if
      delivered by hand, at the time of delivery by such commercial courier or
      delivery service, and, if delivered by overnight delivery service, on the first
      business day following the date on which it was delivered to the custody of
      such
      common carrier or commercial courier or delivery service, as all such dates
      are
      evidenced by the applicable delivery receipt, airbill or other shipping or
      mailing document.





(e)  Severability .
      In the
      event that any provision or portion of this Agreement shall be determined to
      be
      invalid or unenforceable for any reason, the remaining provisions or portions
      of
      this Agreement shall be unaffected thereby and shall remain in full force and
      effect to the fullest extent permitted by law.





(f)  References .
      In the
      event of Officer’s death or a judicial determination of Officer’s incompetence,
      reference in this Agreement to Officer shall be deemed, where appropriate,
      to
      refer to Officer’s legal representative, or, where appropriate, to Officer’s
      beneficiary or beneficiaries.





(g)  Headings .
      Headings contained herein are for convenient reference only and shall not in
      any
      way affect the meaning or interpretation of this Agreement.





(h)  Counterparts .
      This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original, but all of which together shall constitute one and the same
      instrument.





(i)  Rules
      of Construction .
      The
      following rules shall apply to the construction and interpretation of this
      Agreement:




(1)  Singular
      words shall connote the plural number as well as the singular and vice versa,
      and the masculine shall include the feminine and the neuter.




(2)  All
      references herein to particular articles, paragraphs, sections, subsections,
      clauses, Schedules or Exhibits are references to articles, paragraphs, sections,
      subsections, clauses, Schedules or Exhibits of this Agreement.








(3)  Each
      party and its counsel have reviewed and revised (or requested revisions of)
      this
      Agreement, and therefore any rule of construction requiring that ambiguities
      are
      to be resolved against a particular party shall not be applicable in the
      construction and interpretation of this Agreement or any exhibits hereto or
      amendments hereof.




(4)  As
      used
      in this Agreement, "including" is illustrative, and means "including but not
      limited to."





(j)  Remedies .
      Remedies specified in this Agreement are in addition to any others available
      at
      law or in equity.





(k)  Withholding
      Taxes .
      All
      payments under this Agreement shall be subject to applicable income, excise
      and
      employment tax withholding requirements.





(l)  Compliance
      with 409A .
      Notwithstanding anything in the Agreement to the contrary, if any amount or
      benefit that the Company determines would constitute non-exempt “deferred
      compensation” for purposes of Section 409 of the Internal Revenue Code (“Code”)
      would otherwise be payable or distributable under this Agreement by reason
      of
      Officer’s separation from service during a period in which he is a Specified
      Employee (as defined below), then to the extent necessary to comply with Code
      Section 409A: (i) if
      the
      payment or distribution is payable in a lump sum, Officer’s right to receive
      payment or distribution of such non-exempt
      deferred compensation will be
      delayed until the earlier of Officer’s death or the first day of the seventh
      month following Officer’s separation from service (subject to exceptions
      specified in the final regulations under Code Section 409A) ,
      and
      (ii) if
      the
      payment or distribution is payable over time, the amount of such non-exempt
      deferred compensation that would otherwise be payable during the six-month
      period immediately following Officer’s separation from service will be
      accumulated and Officer’s right to receive payment or distribution of such
      accumulated amount will be delayed until the earlier of Officer’s death or the
      first day of the seventh month following Officer’s separation from service
      (subject to exceptions specified in the final regulations under Code Section
      409A ) ,
      whereupon the accumulated amount will be paid or distributed to Officer, without
      interest, and the normal payment or distribution schedule for any remaining
      payments or distributions will resume . For
      purposes of this Agreement, the term “Specified Employee” has the meaning given
      such term in Code Section 409A and the final regulations thereunder, *provided,
      however* ,
      that,
      as permitted in such final regulations, the Company’s Specified Employees and
      its application of the six-month delay rule of Code Section 409A (a)(2)(B)(i) shall be
      determined in accordance with rules adopted by the Board of Directors, which
      shall be applied consistently with respect to all nonqualified deferred
      compensation arrangements of the Company, including this Agreement.










IN
      WITNESS WHEREOF, the parties hereto have executed, or have caused this Agreement
      to be executed by their duly authorized officer, as the case may be, all as
      of
      the day and year written below.





FULL
      NAME








___________________________________    Date:
      _________________________








NAME
      OF
      SUBSIDIARY








By:  ________________________________ Date:
      _________________________


NAME


TITLE