AMENDED
AND RESTATED
  SUPPLEMENTAL
SENIOR EXECUTIVE RETIREMENT PLAN
  OF
  PROGRESS
ENERGY, 1NC.
  Effective
January 1, 1984
  (As last
amended effective January 1, 2009)





TABLE OF
CONTENTS
   Page
  ARTICLE
I





STATEMENT
      OF PURPOSE
                                                                                                                                                                                                                                                                                                            1ARTICLE
      IIDEFINITIONS
                                                                                                                                                                                                                                                                                                            22.1
                                                                                                                                                                                                                                                                                                            Terms
                                                                                                                                                                                                                                                                                                            22.2
                                                                                                                                                                                                                                                                                                            Affiliated
      Company
                                                                                                                                                                                                                                                                                                            22.3
                                                                                                                                                                                                                                                                                                            Assumed
      Deferred Vested Pension Benefit
                                                                                                                                                                                                                                                                                                            22.4
                                                                                                                                                                                                                                                                                                            Assumed
      Early Retirement Pension Benefit
                                                                                                                                                                                                                                                                                                            22.5
                                                                                                                                                                                                                                                                                                            Assumed
      Normal Retirement Pension Benfit
                                                                                                                                                                                                                                                                                                            32.6
                                                                                                                                                                                                                                                                                                            Board
                                                                                                                                                                                                                                                                                                            32.7
                                                                                                                                                                                                                                                                                                            Change
      in Control
                                                                                                                                                                                                                                                                                                            32.8
                                                                                                                                                                                                                                                                                                            Committee
                                                                                                                                                                                                                                                                                                            52.9
                                                                                                                                                                                                                                                                                                            Company
                                                                                                                                                                                                                                                                                                            52.10
                                                                                                                                                                                                                                                                                                            Continuing
      Director
                                                                                                                                                                                                                                                                                                            52.11
                                                                                                                                                                                                                                                                                                            Designated
      Beneficiary
                                                                                                                                                                                                                                                                                                            52.12
                                                                                                                                                                                                                                                                                                            Early
      Retirement Date
                                                                                                                                                                                                                                                                                                            62.13
                                                                                                                                                                                                                                                                                                            Eligible
      Spouse
                                                                                                                                                                                                                                                                                                            62.14
                                                                                                                                                                                                                                                                                                            Final
      Average Salary
                                                                                                                                                                                                                                                                                                            62.15
                                                                                                                                                                                                                                                                                                            Normal
      Retirement Date
                                                                                                                                                                                                                                                                                                            72.16
                                                                                                                                                                                                                                                                                                            Participant
                                                                                                                                                                                                                                                                                                            72.17
                                                                                                                                                                                                                                                                                                            Pension
                                                                                                                                                                                                                                                                                                            72.18
                                                                                                                                                                                                                                                                                                            Plan
                                                                                                                                                                                                                                                                                                            72.19
                                                                                                                                                                                                                                                                                                            Salary
                                                                                                                                                                                                                                                                                                            72.20
                                                                                                                                                                                                                                                                                                            Separation
      of Service
                                                                                                                                                                                                                                                                                                            82.21
                                                                                                                                                                                                                                                                                                            Service
                                                                                                                                                                                                                                                                                                            82.22
                                                                                                                                                                                                                                                                                                            Social
      Security Benefit
                                                                                                                                                                                                                                                                                                            82.23
                                                                                                                                                                                                                                                                                                            Spouse's
      Pension
                                                                                                                                                                                                                                                                                                            92.24
                                                                                                                                                                                                                                                                                                            Target
      Early Retirement Benefit
                                                                                                                                                                                                                                                                                                            92.25
                                                                                                                                                                                                                                                                                                            Target
      Normal Retirement Benefit
                                                                                                                                                                                                                                                                                                            102.26
                                                                                                                                                                                                                                                                                                            Target
      Pre-Retirement Death Benefit
                                                                                                                                                                                                                                                                                                            102.27
                                                                                                                                                                                                                                                                                                            Target
      Severance Benefit
                                                                                                                                                                                                                                                                                                            10ARTICLE
      IIIELIGIBILTY
      AND PARTICIPATION
                                                                                                                                                                                                                                                                                                            113.1
                                                                                                                                                                                                                                                                                                            Eligibility
                                                                                                                                                                                                                                                                                                            113.2
                                                                                                                                                                                                                                                                                                            Date
      of Participation
                                                                                                                                                                                                                                                                                                            113.3
                                                                                                                                                                                                                                                                                                            Duration
      of Participation
                                                                                                                                                                                                                                                                                                            11ARTICLE
      IVRETIREMENT
      BENEFITS
                                                                                                                                                                                                                                                                                                            114.1
                                                                                                                                                                                                                                                                                                            Normal
      Retirement Benefit
                                                                                                                                                                                                                                                                                                            114.2
                                                                                                                                                                                                                                                                                                            Early
      Retirement Benefit
                                                                                                                                                                                                                                                                                                            134.3
                                                                                                                                                                                                                                                                                                            Surviving
      Spouse Benefit
                                                                                                                                                                                                                                                                                                            154.4
                                                                                                                                                                                                                                                                                                            Re-employment
      of Retired Participant
                                                                                                                                                                                                                                                                                                            15ARTICLE
      VPRE-RETIREMENT
      DEATH BENEFITS
                                                                                                                                                                                                                                                                                                            155.1
                                                                                                                                                                                                                                                                                                            Eligibility
                                                                                                                                                                                                                                                                                                            155.2
                                                                                                                                                                                                                                                                                                            Amount
                                                                                                                                                                                                                                                                                                            165.3
                                                                                                                                                                                                                                                                                                            Alternative
      Benefit
                                                                                                                                                                                                                                                                                                            165.4
                                                                                                                                                                                                                                                                                                            Commencement
      and Duration
                                                                                                                                                                                                                                                                                                            16ARTICLE
      VISEVERANCE
      BENEFITS
                                                                                                                                                                                                                                                                                                            166.1
                                                                                                                                                                                                                                                                                                            Eligibility
                                                                                                                                                                                                                                                                                                            166.2
                                                                                                                                                                                                                                                                                                            Amount
                                                                                                                                                                                                                                                                                                            166.3
                                                                                                                                                                                                                                                                                                            Commencement
      and Duration
                                                                                                                                                                                                                                                                                                            176.4
                                                                                                                                                                                                                                                                                                            Surviving
      Spouse Benefit
                                                                                                                                                                                                                                                                                                            18ARTICLE
      VIIADMINISTRATION
                                                                                                                                                                                                                                                                                                            197.1
                                                                                                                                                                                                                                                                                                            Committee
                                                                                                                                                                                                                                                                                                            197.2
                                                                                                                                                                                                                                                                                                            Voting
                                                                                                                                                                                                                                                                                                            197.3
                                                                                                                                                                                                                                                                                                            Records
                                                                                                                                                                                                                                                                                                            197.4
                                                                                                                                                                                                                                                                                                            Liability
                                                                                                                                                                                                                                                                                                            197.5
                                                                                                                                                                                                                                                                                                            Expenses
                                                                                                                                                                                                                                                                                                            20ARTICLE
      VIIIAMENDEMENT
      AND TERMINATION
                                                                                                                                                                                                                                                                                                            20ARTICLE
      IXMISCELLANEOUS
                                                                                                                                                                                                                                                                                                            209.1
                                                                                                                                                                                                                                                                                                            Non-Alienation
      Benefits
                                                                                                                                                                                                                                                                                                            209.2
                                                                                                                                                                                                                                                                                                            No
      Trust Created
                                                                                                                                                                                                                                                                                                            219.3
                                                                                                                                                                                                                                                                                                            No
      Employee Agreement
                                                                                                                                                                                                                                                                                                            219.4
                                                                                                                                                                                                                                                                                                            Binding
      Effect
                                                                                                                                                                                                                                                                                                            219.5
                                                                                                                                                                                                                                                                                                            Suicide
                                                                                                                                                                                                                                                                                                            229.6
                                                                                                                                                                                                                                                                                                            Claims
      for Benefits
                                                                                                                                                                                                                                                                                                            229.7
                                                                                                                                                                                                                                                                                                            Entire
      Plan
                                                                                                                                                                                                                                                                                                            239.8
                                                                                                                                                                                                                                                                                                            Change
      in Control
                                                                                                                                                                                                                                                                                                            239.9
                                                                                                                                                                                                                                                                                                            Acceleration
      of Payment
                                                                                                                                                                                                                                                                                                            23ARTICLE
      XCONSTRUCTION
                                                                                                                                                                                                                                                                                                            2310.1
                                                                                                                                                                                                                                                                                                            Governing
      Law
                                                                                                                                                                                                                                                                                                            2310.2
                                                                                                                                                                                                                                                                                                            Gender
                                                                                                                                                                                                                                                                                                            2310.3
                                                                                                                                                                                                                                                                                                            Headings,
      etc.
                                                                                                                                                                                                                                                                                                            2310.4
                                                                                                                                                                                                                                                                                                            Action
                                                                                                                                                                                                                                                                                                            24




ARTICLE
I













STATEMENT
OF PURPOSE




This Plan
is designed and implemented for the purpose of enhancing the earnings and growth
of Progress Energy, Inc. (the "Sponsor") by providing to the limited group of
senior management employees largely responsible for such earnings and long-term
growth deferred compensation in the form of supplemental retirement income
benefits, thereby increasing the incentive of such key senior management
employees to make the Sponsor and its Affiliated Companies more profitable. The
benefits are normally payable to Participants upon retirement or death. The
terms of the benefits operate in conjunction with the Participant's benefits
payable under the Progress Energy Pension Plan and are designed to supplement
such pension plan benefits and provide the Participant with additional financial
security upon retirement or death.




The Plan
is intended to constitute a nonqualified deferred compensation plan that
complies with the provisions of Section 409A of the Internal Revenue Code of
1986, as amended (the "Code"). Accordingly, the Plan shall be construed in
accordance with Section 409A of the Code, regulations promulgated thereunder and
related guidance ("Section 409A"), notwithstanding any provision of the Plan to
the contrary. The Plan is further intended to be an unfunded retirement plan for
a select group of management or highly compensated employees within the meaning
of Title I of the Employee Retirement Income Security Act of 1974, as
amended.




The
Sponsor hereby restates and amends the Plan effective January 1,
2009.  The terms of the amended and restated Plan shall govern the
payment of any benefits commencing on and after January 1, 2009.











ARTICLE
II













DEFINITIONS




2.1  Terms.  Unless
otherwise clearly required by the context, the terms used herein shall have the
following meaning. Capitalized terms that are not defined below shall have the
meaning ascribed to them in the Retirement Plan.




2.2  Affiliated
Company.  Shall mean any corporation or other entity that is
required to be aggregated with the Sponsor pursuant to Section 414(b), (c), (m),
or (o) of the Code, but only to the extent required.




2.3  Assumed Deferred Vested
Pension Benefit.  Shall mean the monthly benefit of the
deferred vested Pension to commence on his Normal Retirement Date payable in the
form of an annuity to which a separated Participant would be entitled under the
Retirement Plan, calculated with the following assumptions based on such
Participant's marital status at the time benefits hereunder
commence:




(a)  In the
case of a Participant with an Eligible Spouse, in the form of a 50% Qualified
Joint and Survivor Annuity as provided in the Retirement Plan.


(b)  In the
case of a Participant without an Eligible Spouse, in the form of a Single Life
Annuity as provided in the Retirement Plan.


(c)  Without
regard to any other benefit payment option under the Retirement
Plan.




2.4  Assumed Early Retirement
Pension Benefit.  Shall mean the monthly benefit of the normal
retirement Pension payable in the form of an annuity to which a Participant
would be entitled under the Retirement Plan at his Normal Retirement Date, based
upon his projected years of Service at his Normal Retirement Date and calculated
with the following assumptions based upon his marital status at the time
benefits hereunder commence:






2




(a)  In the
case of a Participant with an Eligible Spouse, in the form of a 50% Qualified
Joint and Survivor Annuity as provided in the Retirement Plan.


(b)  In the
case of a Participant without an Eligible Spouse, in the form of a Single Life
Annuity as provided in the Retirement Plan.


(c)  Without
regard to any other benefit payment option under the Retirement
Plan.




2.5  Assumed Normal Retirement
Pension Benefit.  Shall mean the monthly benefit of the normal
retirement Pension payable in the form of an annuity to which a Participant
would be entitled under the Retirement Plan if he retired at his Normal
Retirement Date, calculated with the following assumptions based on his marital
status at the time benefits hereunder commence:




(a)  In the
case of a Participant with an Eligible Spouse, in the form of a 50% Qualified
Joint and Survivor Annuity as provided in the Retirement Plan.


(b)  In the
case of a Participant without an Eligible Spouse, in the form of a Single Life
Annuity as provided in the Retirement Plan.


(c)  Without
regard to any other benefit payment option under the Retirement
Plan.




2.6  Board.  Shall
mean the Board of Directors of Sponsor.




2.7  Change in
Control.  Shall occur on the earliest of the following
dates:




(a)  the date
any person or group of persons (within the meaning of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934), excluding employee benefit plans of the
Sponsor, becomes, directly or indirectly, the "beneficial owner" (as defined in
Rule 13d-3 promulgated under the Securities Act of 1934) of securities of the
Sponsor representing twenty-five percent (25%) or more of the combined voting
power of the Sponsor's then outstanding




3




securities
(excluding the acquisition of securities of the Sponsor by an entity at least
eighty percent (80%) of the outstanding voting securities of which are, directly
or indirectly, beneficially owned by the Sponsor); or


(b)  the date
of consummation of a tender offer for the ownership of more than fifty percent
(50%) of the Sponsor's then outstanding voting securities; or


(c)  the date
of consummation of a merger, share exchange or consolidation of the Sponsor with
any other corporation or entity regardless of which entity is the survivor,
other than a merger, share exchange or consolidation which would result in the
voting securities of the Sponsor outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or being converted into
voting securities of the surviving or acquiring entity) more than sixty percent
(60%) of the combined voting power of the voting securities of the Sponsor or
such surviving or acquiring entity outstanding immediately after such merger or
consolidation; or


(d)  the date,
when as a result of a tender offer or exchange offer for the purchase of
securities of the Sponsor (other than such an offer by the Sponsor for its own
securities), or as a result of a proxy contest, merger, share exchange,
consolidation or sale of assets, or as a result of any combination of the
foregoing, individuals who are Continuing Directors cease for any reason to
constitute at least two-thirds (2/3) of the members of the Board;
or


(e)  the date
the shareholders of the Sponsor approve a plan of complete liquidation or
winding-up of the Sponsor or an agreement for the sale or disposition by the
Sponsor of all or substantially all of the Sponsor's assets; or the date of any
event which the Board determines should constitute a Change in
Control.




4




A Change
in Control shall not be deemed to have occurred until a majority of the members
of the Board receive written certification from the Committee that such event
has occurred. Any determination that such an event 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 Sponsor, the Company, the Participants and
their beneficiaries for all purposes of the Plan,




2.8  Committee.  Shall
mean the Committee on Organization and Compensation of the Board.




2.9  Company.  Shall
mean Progress Energy, Inc. or any successor to it in the ownership of
substantially all of its assets, and each Affiliated Company that, with the
consent of the Board adopts the Plan and is included in Appendix A, as in effect
from time to time. Appendix A shall set forth any limitations imposed on
employees of Affiliated Companies that adopt the Plan, including limitations on
"Service," notwithstanding any provision of the Plan to the
contrary.




2.10  Continuing
Director.  Shall mean the members of the Board as of January 1,
2009; provided, however, that any person becoming a Director subsequent to such
date whose election or nomination for election was supported by seventy-live
percent (75%) or more of the Directors who then comprised Continuing Directors
shall be considered to be a Continuing Director.




2.11  Designated
Beneficiary.  Shall mean one or more beneficiaries as
designated by a Participant in writing delivered to the Committee. In the event
no such written designation is made by a Participant or if such beneficiary
shall not be living or in existence at the time for commencement of payment to
any Designated Beneficiary under the Plan, the Participant shall be deemed to
have designated his estate as such beneficiary.




5




2.12  Early Retirement
Date.  Shall mean the date on which a Participant who qualifies
for the early retirement benefit of Section 4.02 hereof retires from the employ
of the Company and its affiliated entities.




2.13  Eligible
Spouse.  Shall mean the spouse of a Participant who, under the
laws of the State where the marriage was contracted, is deemed married to that
Participant on the date on which the payments from this Plan are to begin to the
Participant, except that for purposes of Articles V and VI hereof, Eligible
Spouse shall mean a person who is married to a Participant for a period of at
least one year prior to his death.




2.14  Final Average
Salary.  Shall mean a Participant's average monthly Salary (as
defined in Section 2.20 hereof) during the 36 completed calendar months of
highest compensation within the 120-month period immediately preceding the
earliest to occur of the Participant's death, Separation from Service, Early
Retirement Date, or Normal Retirement Date, whichever is applicable. Provided,
however, if a Participant becomes entitled to a benefit hereunder while under a
period of long-term disability under the Sponsor's Group Insurance Plan, Final
Average Salary shall be determined for the 12 calendar months immediately
preceding the commencement of such period of long-term disability. Provided,
further, in determining average monthly Salary (i) annual incentives and other
similar payments shall be deemed received in twelve (12) equal payments
beginning with the eleventh preceding month and ending with the month in which
actual payment is made, and (ii) amounts of compensation deferred under any
deferred compensation plan or arrangement shall be deemed received in the months
such payments would have been received assuming no deferral had occurred. For
years of Service granted under the terms of a written employment agreement as
provided under Section




6




2.22,
Salary during each such month is deemed to be zero dollars ($0.00) for purposes
of calculating Final Average Salary.




2.15  Normal Retirement
Date.  Shall mean the first day of the calendar month
coinciding with or next following the Participant's 65th birthday.




2.16  Participant.  Shall
mean an employee of the Company who is eligible and is participating in this
Plan in accordance with Article III hereof.




2.17  Pension.  Shall
mean a level monthly annuity which is payable under the Retirement Plan as of
the Benefit Commencement Date if the Participant elected an annuity form of
benefit.




2.18  Plan.  Shall
mean the "Supplemental Senior Executive Retirement Plan of Progress Energy,
Inc." as contained herein and as it may be amended from time to time hereafter.
2.19 Retirement Plan. Shall mean the "Progress Energy Pension Plan" (as amended
effective January 1, 2002) as it may be amended from time to time
thereafter.




2.19  Salary.  Shall
mean the sum of:


(1)  The
annual base compensation paid by the Company to a Participant, and


(2)  annual
cash awards made under incentive compensation programs excluding, however, any
payment made under the Sponsor's Long-Term Compensation Program or the Sponsor's
Equity Incentive Plans, and


(3)  amounts
of annual compensation deferred under any deferred compensation plan or
arrangement (including, without limitation, the "Executive Deferred Compensation
Plan," the "Deferred Compensation Plan for Key Management Employees of Progress
Energy, Inc.," the "Progress Energy, Inc. Management Deferred






7




Compensation
Plan" and the "Progress Energy 401(k) Savings and Stock Ownership Plan") and
which, but for the deferral, would have been reflected in Internal Revenue
Service Form W-2.




2.20  Separation from
Service.  Shall mean the date the Participant leaves the employ
of the Company and all affiliated entities other than on account of his death, a
period of long-term disability under the Company's long-term disability plan, or
retirement at either his Early Retirement Date or upon or after his Normal
Retirement Date. Separation from Service under this Section 2.21 must also be
"separation from service," as defined for purposes of Section 409A.




2.21  Service.  Shall
have the same meaning as "Eligibility Service," determined as provided in
Sections 2.02 and 3.01 of the Retirement Plan, plus any additional years of
service that may be granted to the Participant in connection with this Plan
under the terms of a written employment agreement (or any amendment thereto)
entered into between the Company and the Participant.




2.22  Social Security
Benefit.  Means the monthly amount of benefit which a
Participant is or would be entitled to receive at age 65 as a primary insurance
amount under the federal Social Security Act, as amended, whether or not he
applies for such benefit, and even though he may lose part or all of such
benefit through delay in applying for it, by making application prior to age 65
for a reduced benefit, by entering into covered employment, or for any other
reason. The amount of such Social Security Benefit to which the Participant is
or would be entitled shall be estimated by the Committee for the purposes of
this Plan as of the January 1 of the year in which his Separation from Service
or retirement occurs on the following basis:






8




(a)  For a
Participant entitled to a normal retirement benefit, on the basis of the federal
Social Security Act as in effect on the January 1 coincident with or next
preceding his Normal Retirement Date (regardless of any retroactive changes made
by legislation enacted after said January 1);


(b)  For a
Participant entitled to an early retirement benefit, on the basis of the federal
Social Security Act as in effect on the January 1 coincident with or next
preceding his Early Retirement Date (regardless of any retroactive change made
by legislation enacted after said January 1), assuming that his employment, and
Salary in effect at his Early Retirement Date, continued to age 65;
or


(c)  For a
Participant entitled to a severance benefit, on the basis of the federal Social
Security Act as in effect on the January 1 coincident with or next preceding his
Separation from Service (regardless of any retroactive change made by
legislation enacted after said January 1), assuming that his employment, and
Salary in effect at his Separation from Service, continued to age
65.




For
purposes of the calculations required under paragraphs (a) and (b) above, if a
Participant is disabled under a period of long-term disability under the
Company's Group Insurance Plan, said Social Security Benefit shall be calculated
as if his Salary in effect at the commencement of such period of long-term
disability continued to age 65.




2.23  Spouse's
Pension.  Shall mean the actual monthly benefit payable to an
Eligible Spouse under the Retirement Plan, assuming the Eligible Spouse elected
a 50% Joint and Survivor Annuity form of benefit.




2.24  Target Early Retirement
Benefit.  Shall mean an amount equal to a Participant's Final
Average Salary determined at his Early Retirement Date multiplied by two and
one-quarter




9




percent
(2.25%) for each projected year of Service at his Normal Retirement Date up to a
maximum of sixty-two percent (62%).  Notwithstanding the foregoing,
with respect to a Participant who first entered the Plan as a Participant prior
to January 1, 2009, the Target Early Retirement Benefit shall be determined by
multiplying the Participant's Final Average Salary by four percent (4%) for each
projected year of Service at his Normal Retirement Date up to a maximum of
sixty-two percent (62%).




2.25  Target Normal Retirement
Benefit.  Shall mean an amount equal to a Participant's Final
Average Salary determined at his Normal Retirement Date multiplied by two and
one-quarter percent (2.25%) for each projected year of Service at his Normal
Retirement Date up to a maximum of sixty-two percent
(62%).  Notwithstanding the foregoing, with respect to a Participant
who first entered the Plan as a Participant prior to January 1, 2009, the Target
Normal Retirement Benefit shall be determined by multiplying the Participant's
Final Average Salary by four percent (4%) for each projected year of Service at
his Normal Retirement Date up to a maximum of sixty-two percent
(62%).




2.26  Target Pre-Retirement Death
Benefit.  Shall mean an amount equal to a deceased
Participant's Final Average Salary determined at his death multiplied by two and
one-quarter percent (2.25%) for each year of Service at his death up to a
maximum of sixty-two percent (62%).  Notwithstanding the foregoing,
with respect to a Participant who first entered the Plan as a Participant prior
to January 1, 2009, the Target Pre-Retirement Death Benefit shall be determined
by multiplying the Participant's Final Average Salary by four percent (4%) for
each year of Service at his death up to a maximum of sixty-two percent
(62%).




2.27  Target Severance
Benefit.  Shall mean an amount equal to a Participant's Final
Average Salary determined at his Separation from Service multiplied by two and
one-quarter




10




percent
(2.25%) for each year of Service at his Separation from Service up to a maximum
of sixty-two percent (62%).  Notwithstanding the foregoing, with
respect to a Participant who first entered the Plan as a Participant prior to
January 1, 2009, the Target Severance Benefit shall be determined by multiplying
the Participant's Final Average Salary by four percent (4%) for each year of
Service at his Separation from Service up to a maximum of sixty-two percent
(62%).




ARTICLE
III













ELIGIBILITY
AND PARTICIPATION




3.1  Eligibility.  Any
executive employee of a Company who has served on the Senior Management
Committee of the Sponsor and who has been a Senior Vice President or above for a
minimum period of three (3) years and who has at least ten (10) years of Service
shall be eligible to participate in this Plan.




3.2  Date of
Participation.  Each executive who is eligible to become a
Participant under Section 3.01 shall become a Participant on the first day of
the month following the month in which he is first eligible to
participate.




3.3  Duration of
Participation.  Each executive who becomes a Participant shall
continue to be a Participant until the termination of his employment with the
Company or, if later, the date he is no longer entitled to benefits under this
Plan.




ARTICLE
IV













RETIREMENT
BENEFITS




4.1  Normal Retirement
Benefit.


(a)  Eligibility.  A
Participant whose employment with the Company or any Affiliated Company
terminates on or after his Normal Retirement Date and whose termination is




11




"separation
from service," as defined for purposes of Section 409A, shall be eligible for
the normal retirement benefit described in this Section 4.01.


(b)  Amount and
Form.  The monthly payment hereunder shall be in the form of a
Single Life Annuity if the Participant has no Eligible Spouse and in the form of
a 50% Qualified Joint and Survivor Annuity if the Participant has an Eligible
Spouse. The eligible Participant's normal retirement benefit shall be a monthly
amount equal to his Target Normal Retirement Benefit reduced by the sum of (1)
his Assumed Normal Retirement Pension Benefit and (2) his Social Security
Benefit.


(c)  Commencement and
Duration.  Monthly normal retirement benefit payments shall
commence within sixty days of the first day of the calendar month next following
the retirement of the Participant, and shall continue in monthly installments
thereafter ending with a payment for the month in which such eligible
Participant's death occurs, unless the benefit is being paid in the form of a
Qualified Joint and Survivor Annuity. in which case the survivor benefit shall
be paid to the Eligible Spouse, if living, for his or her life. If at the time
of commencement of payment such eligible Participant does not have an Eligible
Spouse the monthly benefit payments shall be guaranteed for one hundred twenty
(120) monthly payments with any such guaranteed payments remaining at such
Participant's death payable to his Designated Beneficiary.


(d)  Key
Employees.  Notwithstanding the foregoing, payments with
respect to a Participant who is a key employee (as defined in Section 4I6(i) of
the Code but determined without regard to paragraph 5 thereof or the 50 employee
limit on the number of officers treated as key employees) shall not begin
earlier than the date that is six months after the date of termination of the
Participant (or, if earlier, the date of death). In the event payments to the




12




Participant
under this Plan shall be delayed for six months following the termination of the
Participant as provided in this paragraph (d), the Participant (if then living)
shall receive a lump sum payment as of the first day of the seventh month
following the termination of employment in an amount equal to six times the
monthly payment due to the Participant under this Plan, plus the monthly payment
then due to the Participant. If the Participant dies following termination of
employment but prior to the commencement of payments under this paragraph (d),
the Participant's surviving Eligible Spouse, if any, or Designated Beneficiary
shall be entitled to receive the same death benefit payable in the event the
Participant had commenced receiving benefit payments as of the first day of the
month prior to his death.




4.2  Early Retirement
Benefit.


(a)  Eligibility.  A
Participant whose employment with the Company or any Affiliated Company
terminates upon or after his attainment of age fifty-five (55) with at least
fifteen (15) years of Service (except for purposes of calculating benefits
payable under Article V and Article VI herein below, as applicable) but prior to
his Normal Retirement Date, shall be eligible for the early retirement benefit
described in this Section 4.02, provided that such termination of employment is
"separation from service," as defined for purposes of Section 409A.


(b)  Amount and
Form.  The monthly payment hereunder shall be in the form of a
Single Life Annuity if the Participant has no Eligible Spouse and in the form of
a 50% Qualified Joint and Survivor Annuity if the Participant has an Eligible
Spouse. The eligible Participant's early retirement benefit shall he a monthly
amount equal to his Target Early Retirement Benefit reduced by the sum of (1)
his Assumed Early Retirement Pension Benefit and




13




(2) his
Social Security Benefit; provided, however, such benefit will be reduced, where
applicable, by the following:


(i)  The
amount of 2.5% for each year that such benefit is received prior to his Normal
Retirement Date, and


(ii)  If such
eligible Participant's projected years of Service at his Normal Retirement Date
are less than fifteen (15), his Target Early Retirement Benefit and his Assumed
Early Retirement Pension Benefit shall be calculated based upon his actual years
of Service at his Early Retirement Date rather than upon his projected years of
Service at his Normal Retirement Date.


(c)  Commencement
and Duration. Monthly early retirement benefit payments shall commence within
sixty days of the first day of the calendar month next following the retirement
of the Participant, and shall continue in monthly installments thereafter ending
with a payment for the month in which such eligible Participant's death occurs,
unless the benefit is being paid in the form of a Qualified Joint and Survivor
Annuity, in which case the survivor benefit shall be paid to the Eligible
Spouse, if living, for his or her life. If at the time of commencement of
payment such eligible Participant does not have an Eligible Spouse, the monthly
benefit payments shall be guaranteed for one hundred twenty (120) monthly
payments with any such guaranteed payments remaining at such Participant's death
payable to his Designated Beneficiary.


(d)  Key
Employees. Notwithstanding the foregoing, payments with respect to a Participant
who is a key employee (as defined in Section 416(i) of the Code but determined
without regard to paragraph 5 thereof or the 50 employee limit on the number of
officers treated




14




as key
employees) shall not begin earlier than the date that is six months after the
date of termination of the Participant (or, if earlier, the date of death). In
the event payments to the Participant under this Plan shall be delayed for six
months following the termination of the Participant as provided in this
paragraph (d), the Participant (if then living) shall receive a lump sum payment
as of the first day of the seventh month following the termination of employment
in an amount equal to six times the monthly payment due to the Participant under
this Plan, plus the monthly payment then due to the Participant. If the
Participant dies following termination of employment but prior to the
commencement of payments under this paragraph (d), the Participant's surviving
Eligible Spouse, if any, or Designated Beneficiary shall be entitled to receive
the same death benefit payable in the event the Participant had commenced
receiving benefit payments as of the first day of the month prior to his
death.




4.3  Surviving Spouse
Benefit.  The surviving Eligible Spouse of a Participant who is
entitled to receive a Qualified Joint and Survivor Benefit as a normal
retirement benefit or as an early retirement benefit shall be eligible for the
surviving spouse benefit upon the death of the Participant for the duration of
the Eligible Spouse's life.




4.4  Re-employment of Retired
Participant.  A retired Participant receiving or eligible to
receive the retirement benefits described in Sections 4.01 and 4.02 hereof' who
is reemployed by the Company shall be ineligible to again participate in this
Plan.




ARTICLE
V













PRE-RETIREMENT
DEATH BENEFITS




5.1  Eligibility.  A
Participant's surviving Eligible Spouse shall be eligible for the pre-retirement
death benefit as described in this Article V if such Participant dies while in
the employ of the Company with 10 or more years of Service.




15




5.2  Amount.  Such
surviving Eligible Spouse shall be entitled to a monthly pre-retirement death
benefit payable in the form of an annuity in an amount equal to the difference,
if any, between (a) forty percent (40%) of the Target Pre-Retirement Death
Benefit and (b) the Spouse's Pension.




5.3  Alternative
Benefit.  If greater than the monthly benefit of Section 5.02
hereof, the surviving Eligible Spouse of a Participant who dies while in the
employ of the Company after attaining age fifty-five (55) with fifteen (15)
years of Service shall be entitled to a monthly pre-retirement death benefit
equal to fifty percent (50%) of the early retirement benefit the Participant
would have been entitled to receive under Section 4.02 hereof (calculated using
both reductions, where applicable, in subsections 4.02(b)(i) and 4.02(b)(ii)) as
if he had retired immediately prior to his death with the recommendation of the
Chief Executive Officer and approval of the Committee.




5.4  Commencement and
Duration.  The surviving Eligible Spouse's monthly
pre-retirement death benefit payments shall commence in the month following the
Participant's death and shall be paid in monthly installments thereafter ending
with a payment for the month in which such surviving Eligible Spouse's death
occurs.




ARTICLE
VI













SEVERANCE
BENEFITS




6.1  Eligibility.  Upon
his Separation from Service from the Company or any Affiliated Company, a
Participant who has completed ten (10) or more years of Service but is not
eligible for a retirement benefit under Article IV shall be eligible for one of
the severance benefits described in this Article VI.




6.2  Amount.




16




(a)  If at
Separation from Service such eligible Participant is not entitled to a deferred
vested Pension pursuant to Section 5.03 of the Retirement Plan or an early
retirement Pension pursuant to Section 5.02 of the Retirement Plan, his
severance benefit shall be a monthly amount equal to his Target Severance
Benefit reduced by his Social Security Benefit.


(b)  If at
Separation from Service such eligible Participant is entitled to a deferred
vested Pension pursuant to Section 5.03 of the Retirement Plan, his severance
benefit shall be a monthly amount equal to his Target Severance Benefit reduced
by the sum of (1) his Assumed Deferred Vested Pension Benefit and (2) his Social
Security Benefit.


(c)  If at his
Separation from Service such eligible Participant is entitled to an early
retirement Pension pursuant to Section 5.02 of the Retirement Plan, his
severance benefit shall be a monthly amount equal to his Target Severance
Benefit reduced by the sum of (1) his Assumed Early Retirement Pension Benefit
and (2) his Social Security Benefit; provided, however, such Assumed Early
Retirement Pension Benefit shall be calculated based upon his actual years of
Service at his Separation from Service rather than upon his projected years of
Service at his Normal Retirement Date.





6.3  Commencement and
Duration.


(a)  General.  Monthly
severance benefit payments shall commence as of the eligible Participant's
Normal Retirement Date and shall continue in monthly installments thereafter
ending with a payment for the month in which such eligible Participant's death
occurs.


(b)  Key
Employees.  Notwithstanding the foregoing, payments with
respect to a Participant who is a key employee (as defined in Section 416(i) of
the Code but determined without regard to paragraph 5 thereof or the 50 employee
limit on the number of officers treated




17




as key
employees) shall not begin earlier than the date that is six months after the
date of termination of the Participant (or, if earlier, the date of death). In
the event payments to the Participant under this Plan shall be delayed for six
months following the termination of the Participant as provided in this
paragraph (b), the Participant (if then living) shall receive a lump sum payment
as of the first day of the seventh month following the termination of employment
in an amount equal to six times the monthly payment due to the Participant under
this Plan, in addition to the monthly payment then due to the Participant. If
the Participant dies following termination of employment but prior to the
commencement of payments under this paragraph (b), the Participant's surviving
Eligible Spouse, if any, shall be eligible for the surviving spouse benefit
provided in Section 6.04.




6.4  Surviving Spouse
Benefit.


(a)  Eligibility.  The
surviving Eligible Spouse of a Participant who is receiving or who dies after
attaining age fifty-five (55) entitled to receive a severance benefit hereunder
shall be eligible for the surviving spouse benefit described in this Section
6.04.


(b)  Benefit
Amount.  Such surviving Eligible Spouse shall be entitled to a
monthly surviving spouse benefit in an amount equal to fifty percent (50%) of
the severance benefit which the deceased Participant was receiving or entitled
to receive at his Normal Retirement Date under either Section 6.02(a) or 6.02(b)
hereof on the day before his death.


(c)  Commencement and
Duration.  The monthly surviving spouse benefit payment shall
commence in the month following the Participant's death and shall be paid in
monthly installments thereafter ending with a payment for the month in which
such surviving Eligible Spouse's death occurs.






18




ARTICLE
VII













ADMINISTRATION




7.1  Committee.  This
Plan shall be administered by the Committee. The Committee shall have all powers
necessary to enable it to carry out its duties in the administration of the
Plan. Not in limitation, but in application of the foregoing, the Committee
shall have the duty and power to determine all questions that may arise
hereunder as to the status and rights of Participants in the Plan.




7.2  Voting.  The
Committee shall act by a majority of the number then constituting the Committee,
and such action may be taken either by vote at a meeting or in writing, without
a meeting.




7.3  Records.  The
Committee shall keep a complete record of all its proceedings and all data
relating to the administration of the Plan. The Committee shall select one of
its members as a Chairman. The Committee shall appoint a Secretary to keep
minutes of its meetings and the Secretary may or may not be a member of the
Committee. The Committee shall make such rules and regulations for the conduct
of its business as it shall deem advisable.




7.4  Liability.  To
the extent permitted by law, no member of the Committee shall be liable to any
person for any action taken or omitted in connection with the interpretation and
administration of this Plan unless attributable to his own gross negligence or
willful misconduct. The Sponsor shall indemnify the members of the Committee
against any and all claims, losses, damages, expenses, including counsel fees,
incurred by them., and any liability, including any amounts paid in settlement
with their approval, arising from their action or failure to act, except when
the same is judicially determined to be attributable to their gross negligence
or willful misconduct.




19




7.5  Expenses.  The
cost of payments from this Plan and the expenses of administering the Plan shall
borne by each Company with respect to its own employees.




ARTICLE
VIII













AMENDMENT
AND TERMINATION




The
Sponsor reserves the right, at any time or from time to time, by action of its
Board, to modify or amend in whole or in part any or all provisions of the Plan.
In addition, the Sponsor reserves the right by action of its Board to terminate
the Plan in whole or in part; provided, however, that no such modification,
amendment or termination shall in any way affect a Participant's accrued benefit
or the right to payment thereof under the provisions of the Plan as in effect
immediately prior to such amendment or termination. Notwithstanding the
foregoing, the Plan may be terminated and benefits distributed to Participants
within twelve months of a "change in control event" as defined for purposes of
Section 409A.




ARTICLE
IX













MISCELLANEOUS




9.1  Non-Alienation of
Benefits.  No right or benefit under the Plan shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge,
and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or
charge any right or benefit under the Plan shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to the debts, contracts,
liabilities or torts of the person entitled to such benefits. If the Participant
or Eligible Spouse shall become bankrupt, or attempt to anticipate, alienate,
sell, assign, pledge, encumber, or charge any right hereunder, then such right
or benefit shall, in the discretion of the Committee, cease and terminate, and
in such event, the Committee may hold or apply the same




20




or any
part thereof for the benefit of the Participant or his spouse, children, or
other dependents, or any of them, in such manner and in such amounts and
proportions as the Committee may deem proper.




9.2  No Trust
Created.  The obligations of the Sponsor and each Company to
make payments hereunder shall constitute a liability of the Sponsor and each
Company, as the case may be, to a Participant. Such payments shall be made from
the general funds of the Sponsor or a Company, and the Sponsor or a Company
shall not be required to establish or maintain any special or separate fund, or
purchase or acquire life insurance on a Participant's life, or otherwise to
segregate assets to assure that such payment shall be made, and neither a
Participant nor Eligible Spouse shall have any interest in any particular asset
of the Sponsor or a Company by reason of its obligations hereunder. Nothing
contained in the Plan shall create or be construed as creating a trust of any
kind or any other fiduciary relationship between the Sponsor, a Company and a
Participant or any other person.




9.3  No Employment
Agreement.  Neither the execution of this Plan nor any action
taken by the Sponsor or a Company pursuant to this Plan shall be held or
construed to confer on a Participant any legal right to be continued as an
employee of the Sponsor or a Company in an executive position or in any other
capacity whatsoever. This Plan shall not be deemed to constitute a contract of
employment between the Sponsor or a Company and a Participant, nor shall any
provision herein restrict the right of any Participant to terminate his
employment with the Sponsor or a Company.




9.4  Binding
Effect.  Obligations incurred by the Sponsor or a Company
pursuant to this Plan shall be binding upon and inure to the benefit of the
Sponsor or a Company, its successors and assigns, and the Participant or his
Eligible Spouse.




21




9.5  Suicide.  No
benefit shall be payable under the Plan to a Participant or Eligible Spouse
where such Participant dies as a result of suicide within two (2) years of his
commencement of participation herein.




9.6  Claims for
Benefits.  Each Participant or Eligible Spouse must claim any
benefit to which he is entitled under this Plan by a written notification to the
Committee. If a claim is denied, it must be denied within a reasonable period of
time, and be contained in a written notice stating the following:


(A)  The
specific reason for the denial.


(B)  Specific
reference to the Plan provision on which the denial is based.


(C)  Description
of additional information necessary for the claimant to present his claim, if
any, and an explanation of why such material is necessary.


(D)  An
explanation of the Plan's claims review procedure.


The
claimant will have 60 days to request a review of the denial by the Committee,
which will provide a full and fair review. The request for review must be in
writing delivered to the Committee. The claimant may review pertinent documents,
and he may submit issues and comments in writing.




The
decision by the Committee with respect to the review must be given within 60
days after receipt of the request, unless special circumstances require an
extension (such as for a hearing). In no event shall the decision be delayed
beyond 120 days after receipt of the request for review. The decision shall be
written in a manner calculated to be understood by the claimant, and it shall
include specific reasons and refer to specific Plan provisions as to its
effect.






22




9.7  Entire
Plan.  This document and any amendments contain all the terms
and provisions of the Plan and shall constitute the entire Plan, any other
alleged terms or provisions being of no effect.




9.8  Change in
Control.  In the event of a Change in Control, the Sponsor
shall irrevocably set aside funds in one or more grantor trusts in an amount
that is sufficient to pay each Participant (or Designated Beneficiary) the
amount of benefits accrued under the Plan as of the date of the Change in
Control. Any such trust shall be subject to the claims of the general creditors
of the Company in the event of the bankruptcy or insolvency of the
Company.




9.9  Acceleration of
Payment.  The acceleration of the time or schedule of any
payment due under the Plan is prohibited except as provided in regulations and
administrative guidance provided under Section 409A. It is not an acceleration
of the time or schedule of payment if the Company waives or accelerates the
vesting requirements applicable to a benefit under the Plan.




ARTICLE
X













CONSTRUCTION




10.1  Governing
Law.  This Plan shall be construed and governed in accordance
with the laws of the State of North Carolina to the extent not preempted by
Federal Law.




10.2  Gender.  The
masculine gender, where appearing in the Plan, shall be deemed to include the
feminine gender, and the singular may include the plural, unless the context
clearly indicates to the contrary.




10.3  Headings,
etc.  The cover page of this Plan, the Table of Contents and
all headings used in this Plan are for convenience of reference only and are not
part of the substance of this Plan.




23




10.4  Action.  Any
action under this Plan required or permitted by the Sponsor shall be by action
of its Board or its duly authorized designee.




IN
WITNESS WHEREOF, this instrument has been executed
this  ____  day of ___________, 2009.


PROGRESS ENERGY, INC.











By:


William D. Johnson


Chief Executive Officer





24


APPENDIX
A




AFFILIATED
COMPANIES




Progress
Energy Florida, Inc. (non-bargaining employees) ("PEF"); provided that for all
purposes of the Plan, Service for an employee of PEF on December 31, 2001 (as
defined in Section 2.21) shall include employment only with PEF (or another
adopting Company) on or after January 1, 2002; and further provided that the
accrued benefit calculated under Sections 2.03, 2.04 and 2.05 shall not include
the "Accrued Benefit" under Supplement B, Paragraph B-2(a) of the Retirement
Plan, attributable to the FPC Plan.




Progress
Fuels Corporation (corporate employees) ("PFC"); provided that for all purposes
of the Plan, Service for an employee of PFC on December 31, 2001 (as defined in
Section 2.21) shall include employment only with PFC (or another adopting
Company) on or after January 1, 2002; and further provided that the accrued
benefit calculated under Sections 2.03, 2.04 and 2.05 shall not include the
"Accrued Benefit" under Supplement B, Paragraph B-2(a) of the Retirement Plan,
attributable to the FPC Plan.




Progress
Energy Carolinas, Inc.


Progress
Energy Service Company, LLC


Progress
Energy Ventures, Inc.