Exhibit 10c(5)


     

    Exhibit
      10c(5)


    Progress
      Energy, Inc. 2002 Equity Incentive Plan

    (Amended
      and Restated Effective January 1, 2007)

    


    Section
      1.  Purpose

     

    Progress
      Energy, Inc. (hereinafter referred to as the "Sponsor"), a North Carolina
      corporation, hereby establishes the 2002 Equity Incentive Plan (the "Plan")
      to
      promote the interests of the Sponsor and its shareholders through the (i)
      attraction and retention of executive officers, directors and other key
      employees essential to the success of Sponsor and its Affiliates; (ii)
      motivation of executive officers, directors and other key employees using
      performance-related and stock-based incentives linked to the interests of the
      Sponsor's shareholders; and (iii) enabling of such executive officers,
      directors and other key employees to share in the long-term growth and success
      of the Sponsor and its Affiliates. The Plan permits the grant of Nonqualified
      Stock Options, Incentive Stock Options (intended to qualify under Section 422
      of
      the Internal Revenue Code of 1986, as amended), Stock Appreciation Rights,
      Restricted Stock, Performance Shares, Performance Units, and any other Stock
      Unit Awards or stock-based forms of Awards as the Committee may determine under
      its sole and complete discretion at the time of grant, subject to the provisions
      of this Plan document and applicable law. The 1997 Equity Incentive Plan of
      Progress Energy, Inc. (the "1997 Plan") shall remain effective with regard
      to
      all Awards made thereunder, but shall be superseded by this Plan with regard
      to
      all Awards after the Effective Date.

     

    Section
      2.  Effective
      Date and Duration

     

    The
      Plan
      was approved by the Board of Directors on March 20, 2002, subject to approval
      by
      the shareholders of the Sponsor. The Plan became effective on the date of
      approval of the Plan by the Sponsor's shareholders (the "Effective Date").
      The
      Plan was further amended and restated effective July 10, 2002, and amended
      and
      restated effective January 1, 2007. The Plan shall expire on the tenth
      anniversary of the Effective Date; however, all Awards made prior to, and
      outstanding on such date, shall remain valid in accordance with their terms
      and
      conditions.

     

    Section
      3.  Definitions

     

    Except
      as
      otherwise defined in the Plan, the following terms shall have the meanings
      set
      forth below:

     

    3.1  "Affiliate"
      means, with respect to Sponsor, any entity that directly or indirectly, through
      one or more intermediaries, controls, or is controlled by, or is under common
      control with Sponsor.

     

    3.2  "Award"
      means individually or collectively, a grant under the Plan of Nonqualified
      Stock
      Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
      Performance Units, Performance Shares, or other Stock Unit Awards.

     

    3.3  "Award
      Date" or "Grant Date" means the date on which an Award is made by the Committee
      under this Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.4  "Award
      Agreement" or "Agreement" means a written agreement implementing the grant
      of
      each Award signed by an authorized officer of the Sponsor and by the
      Participant.

     

    3.5  "Beneficial
      Owner" shall have the meaning ascribed to such term in Rule 13d-3 under the
      Exchange Act.

     

    3.6  "Board"
      or "Board of Directors" means the Board of Directors of the
      Sponsor.

     

    3.7  "Cashless
      Exercise" means the exercise of an Option by the Participant in compliance
      with
      Section 13(k) of the Exchange Act and with the Federal Reserve Board's
      Regulation T (or any successor provision) or as otherwise permitted by the
      Committee through the use of a brokerage firm to make payment to the Sponsor
      of
      the exercise price either from the proceeds of a loan to the Participant from
      the brokerage firm or from the proceeds of the sale of Stock issued pursuant
      to
      the exercise of the Option, and upon receipt of such payment, the Sponsor
      delivers the exercised Stock to the brokerage firm. The date of exercise of
      a
      Cashless Exercise shall be the date the broker executes the sale of exercised
      Stock, or if no sale is made, the date the broker receives the exercise loan
      notice from the Participant to pay the Sponsor for the exercised
      Stock.

     

    3.8  "Cause"
      means:

     

    (a)  embezzlement
      or theft from the Company, or other acts of dishonesty, disloyalty or otherwise
      injurious to the Company;

     

    (b)  disclosing
      without authorization proprietary or confidential information of the
      Company;

     

    (c)  committing
      any act of negligence or malfeasance causing injury to the Company;


     

    (d)  conviction
      of a crime amounting to a felony under the laws of the United States or any
      of
      the several states;

     

    (e)  any
      violation of the Company’s Code of Ethics; or 

     

    (f)  unacceptable
      job performance which has been substantiated in accordance with the normal
      practices and procedures of the Company.

     

    3.9  "Change
      in Control" means 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 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

     

    (f)  the
      date
      of any event which the Board determines should constitute a Change in
      Control.

     

    A
      Change
      in Control shall not be deemed to have occurred on account of an event described
      in paragraphs (a), (b), (c), (d) or (e) of this Section 3.9 until a majority
      of
      the members of the Board receive written certification from the Committee that
      such event has occurred. Any determination that an event described in this
      Section 3.9 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 Participants and their beneficiaries for all purposes of the
      Plan.

     

    3.10  "CEO"
      means the chief executive officer of the Sponsor. 

     

    3.11  "Code"
      means the Internal Revenue Code of 1986, as amended from time to
      time.

     

    3.12  "Committee"
      means the Organization and Compensation Committee of the Board, comprised solely
      of Outside Directors, which will administer the Plan pursuant to Section 4
      herein.

     

    3.13  "Company"
      means Progress Energy, Inc., including all Affiliates, or any successor
      thereto.

     

    3.14  "Continuing
      Director" means the members of the Board as of January 1, 2007; provided,
      however, that any person becoming a director subsequent to such date whose
      election or nomination for election was supported by seventy-five percent (75%)
      or more of the directors
      who then comprised Continuing Directors shall be considered to be a Continuing
      Director.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.15  "Covered
      Participant" means a Participant who is a "covered employee" as defined in
      Section 162(m)(3) of the Code, and the regulations promulgated
      thereunder.

     

    3.16  "Department"
      means the Human Resources Department of Progress Energy Service Company,
      LLC.

     

    3.17  "Designated
      Beneficiary" means the beneficiary designated by the Participant, pursuant
      to
      procedures established by the Department, to receive amounts due to the
      Participant or to exercise any rights of the Participant to the extent permitted
      hereunder in the event of the Participant's death. If the Participant does
      not
      make an effective designation, then the Designated Beneficiary will be deemed
      to
      be the Participant's estate.

     

    3.18  "Disability"
      means (i) the mental or physical disability, either occupational or
      non-occupational in origin, of the Participant defined as "total disability"
      in
      the Long-term Disability Plan of the Sponsor currently in effect and as amended
      from time to time; or (ii) a determination by the Committee of "Total
      Disability" based on medical evidence that precludes the Participant from
      engaging in any occupation or employment for wage or profit for at least twelve
      months and appears to be permanent. In the case of Awards of Incentive Stock
      Options, "Disability" shall have the meaning set forth in Section 22(e)(3)
      of
      the Code.

     

    3.19  "Divestiture"
      means the sale (including the spin-off) of, or closing by, the Company of the
      business operations in which the Participant is employed.

     

    3.20  "Early
      Retirement" means retirement of a Participant from employment with the Company
      after age 55, but prior to age 65 under the provisions of the Sponsor's Pension
      Plan or the Sponsor's Supplemental Senior Executive Retirement Plan. In the
      event of a change in the Sponsor's Pension Plan such that there is no longer
      a
      definition of "Early Retirement" or the Participant is not a participant in
      the
      Sponsor's Pension Plan for purposes of this plan, "Early Retirement" shall
      mean
      retirement before age 65 after reaching the 55th birthday together with
      completion of 15 years of Vesting Service, or after completion of 35 years
      of
      Vesting Service with no age limitation.

     

    3.21  "Exchange
      Act" means the Securities Exchange Act of 1934, as amended.

     

    3.22  "Executive
      Officer" means an individual designated as an "officer" for purposes of Section
      16 of the Securities Exchange Act of 1934 and as an "executive officer" for
      Item
      401(b) of Regulation S-K by the Board pursuant to resolutions adopted by the
      Board from time to time.

     

    3.23  "Fair
      Market Value" means, on any given date, the closing price of Stock as reported
      on the New York Stock Exchange composite tape on such day or, if no shares
      of
      Stock were traded on the New York Stock Exchange on such day, then on the next
      preceding day that Stock was traded on such exchange, all as reported by such
      source as the Committee may select. In the case of a Cashless Exercise, Fair
      Market Value means the price of the Stock at the date and time the broker
      executes the sale of exercised Stock.

     

    3.24  "Full-time
      Employee" means an employee of the Company designated by the Department as
      being
      a "regular, full-time employee" who is eligible for all plans and programs
      of
      the Company set forth for such employees. This designation excludes all
      part-time, temporary, leased or contract employees and consultants to the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.25  "Incentive
      Stock Option" means an option to purchase Stock, granted under Section 7 herein,
      which is designated as an incentive stock option by the Committee and is
      intended to meet the requirements of Section 422 of the Code.

     

    3.26  "Key
      Employee" means an officer or other employee of the Company who is selected
      for
      participation in the Plan in accordance with Section 4.2.

     

    3.27  "Nonqualified
      Stock Option" means an Option to purchase Stock, granted under Section 7 herein,
      which is not intended to be an Incentive Stock Option.

     

    3.28  "Normal
      Retirement" means the retirement of any Participant under the Sponsor's Pension
      Plan at age 65. In the event of a change in the Sponsor's Pension Plan such
      that
      there is no longer a definition of "Normal Retirement" or the Participant is
      not
      a participant in the Sponsor's Pension Plan, for purposes of the Plan "Normal
      Retirement" shall mean retirement upon attaining the age of 65 years and
      completing five years of Vesting Service.

     

    3.29  "Option"
      means an Incentive Stock Option or a Nonqualified Stock Option.

     

    3.30  "Other
      Stock Unit Award" means Awards of Stock or other Awards that are valued in
      whole
      or in part by reference to, or are otherwise based on, shares of Stock or other
      securities of the Sponsor.

     

    3.31  "Outside
      Director" means a member of the Board of Directors of the Sponsor who is not
      an
      employee of the Company.

     

    3.32  "Participant"
      means a Key Employee or Outside Director who has been granted an Award under
      the
      Plan.

     

    3.33  "Performance-Based
      Exception" means the performance-based exception from the tax deductibility
      limitations of Code Section 162(m).

     

    3.34  "Performance
      Measures" mean, unless and until the Committee proposes for shareholder approval
      and the Sponsor's shareholders approve a change in the general performance
      measures set forth in this article, the attainment of which may determine the
      degree of payout and/or vesting with respect to Awards which are designed to
      qualify for the Performance-Based Exception, measure(s) chosen from among the
      following alternatives:

     

    (a)  Total
      shareholder return (absolute or peer-group comparative)

     

    (b)  Stock
      price increase (absolute or peer-group comparative)

     

    (c)  Dividend
      payout as a percentage of net income (absolute or peer-group
      comparative)

     

    (d)  Return
      on
      equity (absolute or peer-group comparative)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)  Return
      on
      capital employed (absolute or peer-group comparative)

     

    (f)  Cash
      flow, including operating cash flow, free cash flow, discounted cash flow return
      on investment, and cash flow in excess of cost of capital

     

    (g)  Economic
      value added (income in excess of capital costs)

     

    (h)  Cost
      per
      KWH (absolute or peer-group comparative)

     

    (i)  Revenue
      per KWH (absolute or peer-group comparative)

     

    (j)  Market
      share

     

    (k)  Customer
      satisfaction as measured by survey instruments (absolute or peer-group
      comparative)

     

    (l)  Earnings
      before interest, and taxes (absolute or peer-group comparative)

     

    (m)  Earnings
      before interest, taxes, depreciation, and amortization (absolute or peer-group
      comparative)

     

    The
      Committee shall have the discretion to adjust the determinations of the degree
      of attainment of the pre-established Performance Measures; provided, however,
      that Awards which are designed to qualify for the Performance-Based Exception
      may not be adjusted upward (the Committee shall retain the discretion to adjust
      such Awards downward), except to the extent permitted under Code Section 162(m)
      and the regulations thereunder to reflect corporate reorganizations or other
      events.

     

    3.35  "Performance
      Award" means a performance-based Award, which may be in the form of either
      Performance Shares or Performance Units.

     

    3.36  "Performance
      Period" means the time period designated by the Committee during which
      performance goals must be met.

     

    3.37  "Performance
      Share" means an Award, designated as a Performance Share, granted to a
      Participant pursuant to Section 10 herein, the value of which is determined,
      in
      whole or in part, by the value of Stock in a manner deemed appropriate by the
      Committee and described in the Agreement or Sub-Plan.

     

    3.38  "Performance
      Unit" means an Award, designated as a Performance Unit, granted to a Participant
      pursuant to Section 10 herein, the value of which is determined, in whole or
      in
      part, by the attainment of pre-established goals relating to Sponsor's or
      Company's financial or operating performance as deemed appropriate by the
      Committee and described in the Agreement or Sub-Plan.

     

    3.39  "Period
      of Restriction" means the period during which the transfer of shares of
      Restricted Stock is restricted, pursuant to Section 9 of the Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.40  "Person"
      shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
      Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined
      in Section 13(d).

     

    3.41  "Plan"
      means the Progress Energy, Inc. 2002 Equity Incentive Plan as herein described
      and as hereafter from time to time amended.

     

    3.42  "Restricted
      Stock" means an Award of Stock granted to a Participant pursuant to Section
      9 of
      the Plan.

     

    3.43  "Rule
      16b-3" means Rule 16b-3 under Section 16(b) of the Exchange Act or any successor
      rule as amended from time to time.

     

    3.44  “Section
      409A” means Section 409A of the Code, or any successor section under the Code,
      as amended and as interpreted by final or proposed regulations promulgated
      thereunder from time to time and by related guidance.

     

    3.45  "Section
      162(m)" means Section 162(m) of the Code, or any successor section under the
      Code, as amended from time to time and as interpreted by final or proposed
      regulations promulgated thereunder from time to time.

     

    3.46  "Securities
      Act" means the Securities Act of 1933 and the rules and regulations promulgated
      thereunder, or any successor law, as amended from time to time.

     

    3.47  "Secretary"
      means the corporate secretary of the Sponsor.

     

    3.48  "Sponsor"
      means Progress Energy, Inc., or any successor thereto.

     

    3.49  "Sponsor's
      Pension Plan" means the Progress Energy Pension Plan, as amended from time
      to
      time, and any successor thereto.

     

    3.50  "Stock"
      means the common stock of the Sponsor.

     

    3.51  "Stock
      Appreciation Right" means the right to receive an amount equal to the excess
      of
      the Fair Market Value of a share of Stock (as determined on the date of
      exercise) over the Fair Market Value of the Stock on the Award Date of the
      Stock
      Appreciation Right.

     

    3.52  "Stock
      Unit Award" means an Award of Stock or units granted under Section 11 of the
      Plan.

     

    3.53  "Sub-Plan"
      means a written document that permits the grant of Awards consistent with the
      provisions of this Plan.

     

    3.54  "Vesting
      Service" means each year of employment with the Company in which a Participant
      works one thousand (1,000) hours.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      4.  Administration

     

    4.1  The
      Committee.
      The
      Plan shall be administered and interpreted by the Committee which shall have
      full authority and all powers necessary or desirable for such administration.
      The express grant in this Plan of any specific power to the Committee shall
      not
      be construed as limiting any power or authority of the Committee. In its sole
      and complete discretion the Committee may adopt, alter, suspend and repeal
      any
      such administrative rules, regulations, guidelines, and practices governing
      the
      operation of the Plan as it shall from time to time deem advisable. In addition
      to any other powers and, subject to the provisions of the Plan, the Committee
      shall have the following specific powers: (i) to determine the terms and
      conditions upon which the Awards may be made and exercised; (ii) to determine
      all terms and provisions of each Agreement and/or Sub-Plan, which need not
      be
      identical for types of Awards nor for the same type of Award to different
      Participants; (iii) to construe and interpret the Agreements, Sub-Plans and
      the
      Plan; (iv) to establish, amend, or waive rules or regulations for the Plan's
      administration; (v) to accelerate the exercisability of any Award, the length
      of
      a Performance Period or the termination of any Period of Restriction except
      for
      Awards to Covered Participants that are intended to qualify for the
      Performance-Based Exception, other than as may be otherwise provided under
      the
      terms of such an Award in the event of a Change in Control or as hereinafter
      specified; and (vi) to make all other determinations and take all other actions
      necessary or advisable for the administration of the Plan, including a
      determination of a Change in Control under Section 3.9. The Committee may take
      action by a meeting in person, by unanimous written consent, or by meeting
      with
      the assistance of communications equipment which allows all Committee members
      participating in the meeting to communicate in either oral or written form.
      The
      Committee may seek the assistance or advice of any persons it deems necessary
      to
      the proper administration of the Plan.

     

    4.2  Selection
      of Participants Other Than Outside Directors.
      Subject
      to Section 5 of the Plan, the Committee shall have sole and complete discretion
      in determining Key Employees who shall participate in the Plan; provided,
      however, the Committee may delegate to the CEO the authority to designate Key
      Employees and/or Awards to be made to Key Employees who are not Executive
      Officers, subject to any limitations imposed by the Committee on the designation
      of Key Employees including a fixed maximum Award amount for any group of Key
      Employees and/or a maximum Award amount for any one Key Employee, as determined
      by the Committee. Awards made to the Executive Officers shall be determined
      by
      the Committee.

     

    4.3  Awards
      to Outside Directors.
      Awards
      to Outside Directors shall be made in the sole discretion of the full Board
      of
      Directors; provided, however, that Awards of Options to Outside Directors shall
      be limited to Nonqualified Stock Options.

     

    4.4  Award
      Agreements and Sub-Plans.
      Each
      Award granted under the Plan shall be granted either under the terms of an
      Award
      Agreement and/or a Sub-Plan. Award Agreements and Sub-Plans shall specify the
      terms, conditions and any rules applicable to the Award, including but not
      limited to the effect of transferability, a Change in Control, or death,
      Disability, Divestiture, Early Retirement, Normal Retirement or other
      termination of employment of the Participant on the Award. If the Award is
      granted under the terms of an Award Agreement, the Award Agreement shall be
      signed by an authorized representative of the Sponsor and the Participant,
      and a
      copy of the signed Award Agreement shall be provided to the Participant. If
      the
      Award is granted under the terms and conditions of a Sub-Plan, the Sub-Plan
      shall be approved by the Committee as an Exhibit to the Plan, and a copy of
      the
      Sub-Plan or a summary description thereof shall be provided to each
      Participant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.5  Committee
      Decisions.
      All
      determinations and decisions made by the Committee pursuant to the provisions
      of
      the Plan shall be final, conclusive, and binding upon all persons, including
      the
      Company, its employees, Participants, and Designated Beneficiaries, and the
      Sponsor's shareholders, except when the terms of any sale or award of shares
      of
      Stock or any grant of rights or Options under the Plan are required by law
      or by
      the Articles of Incorporation or Bylaws of the Sponsor to be approved by the
      Sponsor's Board of Directors or shareholders prior to any such sale, award
      or
      grant.

     

    4.6  Rule
      16b-3, Section 162(m) and Section 409A.
      Notwithstanding any other provision of the Plan, the Committee may impose such
      conditions on any Award, and the Board may amend the Plan in any such respects,
      as may be required to satisfy the requirements of Rule 16b-3, Section 162(m)
      and
      Section 409A.

     

    4.7  Indemnification
      of Committee.
      In
      addition to such other rights of indemnification as they may have as Outside
      Directors or as members of the Committee, the members of the Committee shall
      be
      indemnified by the Sponsor against reasonable expenses incurred from their
      administration of the Plan. Such reasonable expenses include, but are not
      limited to, attorneys' fees actually and reasonably incurred in connection
      with
      the defense of any action, suit or proceeding, or in connection with any appeal
      therein, to which they or any of them may be a party by reason of any action
      taken or failure to act under or in connection with the Plan or any Award
      granted or made hereunder, and all amounts reasonably paid by them in settlement
      thereof or paid by them in satisfaction of a judgment in any such action, suit
      or proceeding, if such members acted in good faith and in a manner which they
      believed to be in, and not opposed to, the best interests of the
      Company.

     

    Section
      5.  Eligibility

     

    Selection
      of Participants by the Committee or the CEO under Section 4.2 shall be subject
      to the following limitations: (i) no person owning, directly or indirectly,
      more
      than five percent (5%) of the total combined voting power of all classes of
      Stock shall be eligible to participate under the Plan; and (ii) only Full-time
      Employees shall be eligible to participate under the Plan, except that Outside
      Directors may be granted Nonqualified Stock Options or Restricted Stock Awards
      in accordance with Section 4.3.

     

    Section
      6.  Shares
      of Stock Subject to the Plan

     

    6.1  Number
      of Shares.
      Subject
      to adjustment as provided below and except as otherwise provided in Section
      6.4
      and Section 6.5 herein, the maximum aggregate number of shares of Stock that
      may
      be issued pursuant to Awards made under the Plan shall not exceed fifteen
      million (15,000,000) shares of Stock, which may be in any combination of
      Options, Restricted Stock, Performance Shares or any other right or Option
      which
      is payable in the form of Stock. Additionally, shares of Stock available for
      issuance on the Effective Date under the 1997 Plan shall be transferred to
      the
      Plan and added to the shares available for the grant of Awards under this Plan.
      The maximum aggregate number of shares that may be granted in the form of
      Incentive Stock Options shall be ten million (10,000,000). The maximum aggregate
      number of shares of Stock that may be granted in the form of Restricted Stock
      shall be three million (3,000,000) and the maximum aggregate number of shares
      of
      Stock (or derivatives of shares of Stock) that may be granted in the form of
      Performance Shares, Performance Units or other Stock Unit Awards shall be four
      million (4,000,000). Shares of Stock may be available from the authorized but
      unissued shares of Stock. Except as provided in Sections 6.2 and 6.3 herein,
      the
      issuance of shares of Stock in connection with the exercise of, or as other
      payment for, Awards under the Plan shall reduce the number of shares of Stock
      available for future Awards under the Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.2  Lapsed
      Awards of Forfeited Shares of Stock.
      In the
      event that (i) any Option or other Award granted under the Plan or the 1997
      Plan
      terminates, expires, or lapses for any reason other than exercise of the Award,
      or (ii) if shares of Stock issued pursuant to the Awards are canceled or
      forfeited for any reason, the number of shares of Stock available for Awards
      under the Plan shall be increased by the number of shares of Stock that were
      subject to such Award; provided, however, that this provision shall not be
      construed to allow for the issuance of treasury stock.

     

    6.3  Delivery
      of Shares of Stock as Payment.
      In the
      event a Participant pays for any Option or other Award granted under the Plan
      through the delivery of previously acquired shares of Stock, the number of
      shares of Stock available for Awards under the Plan shall be increased by the
      number of shares of Stock surrendered by the Participant, subject to Rule 16b-3
      as interpreted by the Securities and Exchange Commission or its staff; provided,
      however, that this provision shall not be construed to allow for the issuance
      of
      treasury stock.

     

    6.4  Capital
      Adjustments.
      The
      number and class of shares of Stock subject to each outstanding Award, the
      maximum number of shares of Stock that may be subject to an Award under Sections
      7.7, 8.5, 9.6, 10.6, and 11.1, the Option Price (as hereinafter defined) and
      the
      aggregate number, type and class of shares of Stock for which Awards thereafter
      may be made shall be adjusted in the case of an event described in subsection
      (a) or (b) below; provided, however, that with respect to Incentive Stock
      Options such adjustment shall be made in a manner consistent with Section 424(a)
      of the Code and, with respect to Awards to Executive Officers, in a manner
      consistent with the requirements of Section 162(m) of the Code and the
      regulations promulgated thereunder. Such events include but are not limited
      to
      the following: 

     

    (a)  If
      the
      outstanding shares of Stock of the Sponsor are increased, decreased or exchanged
      through merger, consolidation, sale of all or substantially all of the property
      of the Sponsor, reorganization, recapitalization, reclassification, stock
      dividend, stock split or other distribution in respect to such shares of Stock,
      for a different number or type of shares of Stock, or if additional shares
      of
      Stock or new or different shares of Stock are distributed with respect to such
      shares of Stock, an appropriate and proportionate adjustment shall be made
      in:
      (i) the maximum number of shares of Stock available for the Plan as provided
      in
      Section 6.1 herein, (ii) the type of shares of Stock or other securities
      available for the Plan, (iii) the number of shares of Stock subject to any
      then
      outstanding Awards under the Plan, and (iv) the price (including exercise price)
      for each share of Stock (or other kind of shares or securities) subject to
      then
      outstanding Awards, but without change in the aggregate purchase price as to
      which such Options remain exercisable or Restricted Stock
      releasable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  If
      other
      events not specified above in this Section 6.4, such as any extraordinary cash
      dividend, split-up, spin-off, combination, exchange of shares, warrants or
      rights offering to purchase Stock, or other similar corporate event affect
      the
      Stock such that an adjustment is necessary to maintain the benefits or potential
      benefits intended to be provided under this Plan, then the Committee shall
      make
      adjustments to any or all of (i) the number and type of shares of Stock which
      thereafter may be optioned and sold or awarded or made subject to Stock
      Appreciation Rights under the Plan, (ii) the grant, exercise or conversion
      price
      of any Award made under the Plan thereafter, and (iii) the number and price
      (including Exercise Price) of each share of Stock (or other kind of shares
      or
      securities) subject to then outstanding Awards, but without change in the
      aggregate purchase price as to which such Options remain exercisable or
      Restricted Stock releasable. Any adjustment as provided above for Awards that
      are intended to qualify for the Performance-Based Exception shall be subject
      to
      any applicable restrictions set forth in Section 12 or in Section
      162(m).

     

    Any
      adjustment made by the Committee pursuant to the provisions of this Section
      6.4
      shall be final, binding and conclusive. A notice of such adjustment, including
      identification of the event causing such an adjustment, the calculation method
      of such adjustment, and the change in price and the number of shares of Stock,
      or securities, cash or property purchasable subject to each Award shall be
      sent
      to each affected Participant. No fractional interests shall be issued under
      the
      Plan based on such adjustments, and shall be forfeited.

     

    6.5  Acquisitions.
      In
      connection with the acquisition of any business by the Company or any of its
      Affiliates, any outstanding grants, awards or sales of options or other similar
      rights pertaining to such business may be assumed or replaced by grants or
      awards under the Plan upon such terms and conditions as the Committee
      determines. The date of any such grant or award shall relate back to the date
      of
      the initial grant or award being assumed or replaced, and service with the
      acquired business shall constitute service with the Company for purposes of
      such
      grant or award. Any shares of Stock underlying any grant or award or sale
      pursuant to any such acquisition shall be disregarded for purposes of applying
      the limitations, and shall not reduce the number of shares of Stock available,
      under Section 6.1 above. Notwithstanding any provision in this Plan to the
      contrary, the exercise price of any such Award may be below Fair Market Value
      in
      order to replace the value of another award in the sole discretion of the
      Committee.

     

    Section
      7.  Stock
      Options

     

    7.1  Grant
      of Stock Options.
      Subject
      to the terms and provisions of the Plan and applicable law, the Committee,
      at
      any time and from time to time, may grant Options to Key Employees, and with
      respect to Outside Directors pursuant to approval by the Board, as it shall
      determine. Except with respect to Outside Directors, the Committee shall have
      sole and complete discretion in determining the type of Option granted, the
      Option Price (as hereinafter defined), the duration of the Option, the number
      of
      shares of Stock to which an Option pertains, any conditions imposed upon the
      exercisability of the Options, the conditions under which the Option may be
      terminated and any such other provisions as may be warranted to comply with
      the
      law or rules of any securities trading system or stock exchange. Notwithstanding
      the preceding, the Committee may delegate to the CEO authority to grant options
      in accordance with Section 4.2. Each Option grant shall have such specified
      terms and conditions detailed in an Award Agreement. The Agreement shall specify
      whether the Option is intended to be an Incentive Stock Option within the
      meaning of Section 422 of the Code, or a Nonqualified Stock Option.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.2  Option
      Price.
      The
      exercise price per share of Stock covered by an Option ("Option Price") shall
      be
      determined at the time of grant by the Committee, subject to Section 6.5 hereof
      and the limitation that the Option Price shall not be less than one hundred
      percent (100%) of the Fair Market Value of the Stock on the Grant
      Date.

     

    7.3  Exercisability.
      Options
      granted under the Plan shall be exercisable at such times and be subject to
      such
      restrictions and conditions as the Committee or the CEO, as the case may be,
      shall determine, which will be specified in the Award Agreement and need not
      be
      the same for each Participant. However, no Option may be exercisable within
      the
      first year following the Grant Date, except in the event of a Change in Control,
      or after the expiration of ten (10) years from the Grant Date.

     

    7.4  Limitations
      on Incentive Stock Options.
      Incentive Stock Options may be granted only to Participants who are employees
      of
      the Sponsor or of a "Parent Corporation" or "Subsidiary Corporation" (as defined
      in Sections 424(e) and (f) of the Code, respectively) at the Grant Date. The
      aggregate Fair Market Value (determined as of the time the Stock Option is
      granted) of the Stock with respect to which Incentive Stock Options are
      exercisable for the first time by a Participant during any calendar year (under
      all option plans of the Company and of any Parent Corporation or Subsidiary
      Corporation) shall not exceed one hundred thousand dollars ($100,000). For
      purposes of the preceding sentence, Incentive Stock Options will be taken into
      account in the order in which they are granted. The per-share exercise price
      of
      an Incentive Stock Option shall not be less than one hundred percent (100%)
      of
      the Fair Market Value of the Stock on the Grant Date, and no Incentive Stock
      Option may be exercised later than ten (10) years after the date it is granted.
      In addition, no Incentive Stock Option may be issued to a Participant in tandem
      with a Nonqualified Stock Option. Further, Incentive Stock Options may not
      be
      granted to any Participant who, at the time of grant, owns stock possessing
      (after the application of the attribution rules of Section 424(d) of the Code)
      more than ten percent (10%) of the total combined voting power of all classes
      of
      stock of the Company or any Parent Corporation or Subsidiary Corporation, unless
      the exercise price of the option is fixed at not less than one hundred ten
      percent (110%) of the Fair Market Value of the Stock on the Grant Date and
      the
      exercise of such Option is prohibited by its terms after the expiration of
      five
      (5) years from the Grant Date of such Option.

     

    7.5  Method
      of Exercise.
      Options
      shall be exercised by the delivery of a notice from the Participant to the
      Secretary (or his or her designee) in the form prescribed by the Committee
      setting forth the number of shares of Stock with respect to which the Option
      is
      to be exercised, accompanied by full payment for the shares of Stock. The Option
      Price shall be payable to the Sponsor in full in cash, or its equivalent, or
      by
      delivery of shares of Stock (not subject to any security interest or pledge)
      valued at Fair Market Value at the time of exercise or by a combination of
      the
      foregoing. In addition, the Committee may permit the Cashless Exercise of the
      Option. As soon as practicable after receipt of notice and payment, the Sponsor
      shall deliver to the Participant Stock certificates in an appropriate amount
      based upon the number of shares of Stock with respect to which the Option is
      exercised, issued in the Participant's name.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.6  Notice.
      Each
      Participant shall give prompt notice to the Sponsor of any disposition of shares
      of Stock acquired upon exercise of an Incentive Stock Option if such disposition
      occurs within either two (2) years after the Grant Date or one (1) year after
      the date of transfer of such shares of Stock to the Participant upon the
      exercise of such Incentive Stock Option.

     

    7.7  Maximum
      Award.
      The
      maximum number of shares of Stock that may be granted in the form of Options
      pursuant to any Award granted in a single calendar year to any one Participant
      shall be two million (2,000,000).

     

    7.8  Limitation
      on Transferability.
      Solely
      to the extent permitted by the Committee in an Award Agreement and subject
      to
      the terms and conditions as the Committee shall specify, a Nonqualified Stock
      Option (but not an Incentive Stock Option) may be transferred to members of
      the
      Participant's immediate family (as determined by the Committee) or to trusts,
      partnerships or corporations whose beneficiaries, members or owners are members
      of the Participant's immediate family, and/or to such other persons or entities
      as may be approved by the Committee in advance and set forth in an Award
      Agreement, in each case subject to the condition that the Committee be satisfied
      that such transfer is being made for estate or tax planning purposes or for
      gratuitous or donative purposes, without consideration (other than nominal
      consideration) being received therefor. Except to the extent permitted by the
      Committee in accordance with the foregoing, an Option shall be nontransferable
      otherwise than by will or by the laws of descent and distribution, and shall
      be
      exercisable during the lifetime of the Participant only by such
      Participant.

     

    Section
      8.  Stock
      Appreciation Rights

     

    8.1  Grant
      of Stock Appreciation Rights.
      Subject
      to the terms and provisions of the Plan and applicable law, the Committee,
      at
      any time and from time to time, may grant freestanding Stock Appreciation
      Rights, Stock Appreciation Rights in tandem with an Option, or Stock
      Appreciation Rights in addition to an Option. Stock Appreciation Rights granted
      in tandem with an Option or in addition to an Option may be granted at the
      time
      of the Option or at a later time.

     

    8.2  Price.
      The
      exercise price of each Stock Appreciation Right shall be determined at the
      time
      of grant by the Committee, subject to the limitation that the grant price shall
      not be less than one hundred percent (100%) of Fair Market Value of the Stock
      on
      the Grant Date.

     

    8.3  Exercise.
      The
      Participant shall be entitled to receive payment upon exercise of a Stock
      Appreciation Right in accordance with Section 8.4.

     

    8.4  Payment.
      Upon
      exercise of the Stock Appreciation Right, the Participant shall be entitled
      to
      receive payment from the Company in an amount determined by multiplying (a)
      the
      difference between the Fair Market Value of a share of Stock on the date of
      Exercise of the Stock Appreciation Right over the grant price specified in
      the
      Award Agreement by (b) the number of shares of Stock with respect to which
      the
      Stock Appreciation Right is exercised.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.5  Maximum
      Award.
      The
      maximum number of shares of Stock that may be subject to Stock Appreciation
      Rights granted to any Participant during a single calendar year shall be two
      million (2,000,000).

     

    Section
      9.  Restricted
      Stock

     

    9.1  Grant
      of Restricted Stock.
      Subject
      to the terms and provisions of the Plan and applicable law, the Committee,
      at
      any time and from time to time, may grant shares of Restricted Stock under
      the
      Plan to such Participants, and in such amounts and for such duration and/or
      consideration as it shall determine. Participants receiving Restricted Stock
      Awards are not required to pay the Sponsor or the Company therefor (except
      for
      applicable tax withholding) other than the rendering of services and/or other
      consideration as determined by the Committee at its sole
      discretion.

     

    9.2  Restricted
      Stock Agreement.
      Each
      Restricted Stock grant shall be evidenced by an Agreement that shall specify
      the
      Period of Restriction; the conditions which must be satisfied prior to removal
      of the restriction; the number of shares of Restricted Stock granted; and such
      other provisions as the Committee shall determine. The Committee may specify,
      but is not limited to, the following types of restrictions in the Award
      Agreement: (i) restrictions on acceleration or achievement of terms or vesting
      based an any business or financial goals of the Company, including, but not
      limited to the Performance Measures set out in Section 3.33, and (ii) any
      further restrictions that may be advisable under the law, including requirements
      set forth by the Securities Act, any securities trading system or stock exchange
      upon which such shares under the Plan are listed.

     

    9.3  Removal
      of Restrictions.
      Except
      as otherwise noted in this Section 9, Restricted Stock covered by each Award
      made under the Plan shall be provided to and become freely transferable by
      the
      Participant after the last day of the Period of Restriction and/or upon the
      satisfaction of other conditions as determined by the Committee. Except as
      specifically provided in this Section 9, the Committee shall have no authority
      to reduce or remove the restrictions or to reduce or remove the Period of
      Restriction without the express consent of the shareholders of the Sponsor.
      If
      the grant of Restricted Stock is performance-based, the total Restricted Period
      for any or all shares or units of Restricted Stock so granted shall be no less
      than one (1) year. Any other shares of Restricted Stock issued pursuant to
      this
      Section 9 shall provide that the minimum Period of Restrictions shall be three
      (3) years, which Period of Restriction may permit the removal of restrictions
      on
      no more than one-third (1/3) of the shares of Restricted Stock at the end of
      the
      first year following the Grant Date, and the removal of the restrictions on
      an
      additional one-third (1/3) of the shares at the end of each subsequent year.
      Notwithstanding the previous sentence, if a Participant terminates employment
      from the Company at or following Early Retirement or Normal Retirement, any
      time-based Period of Restriction may be removed at the discretion of the
      Committee. In no event shall any restrictions be removed from shares of
      Restricted Stock during the first year following the Grant Date, except due
      to
      retirement as described in the preceding sentence or in the event of a Change
      in
      Control. 

     

    9.4  Voting
      Rights.
      During
      the Period of Restriction, Participants in whose name Restricted Stock is
      granted under the Plan may exercise full voting rights with respect to those
      shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.5  Dividends
      and Other Distributions.
      During
      the Period of Restriction, Participants in whose name Restricted Stock is
      granted under the Plan shall be entitled to receive all dividends and other
      distributions paid with respect to those shares. If any such dividends or
      distributions are paid in shares, the shares shall be subject to the same
      restrictions on transferability as the Restricted Stock with respect to which
      they were distributed.

     

    9.6  Maximum
      Award.
      The
      maximum number of shares of Stock that may be granted in the form of Restricted
      Stock pursuant to an Award granted to a Participant during a single calendar
      year shall be two hundred fifty thousand (250,000).

     

    Section
      10.  Performance-Based
      Awards

     

    10.1  Grant
      of Performance Awards.
      Subject
      to the terms and provisions of the Plan and applicable law, the Committee,
      at
      any time and from time to time, may issue Performance Awards in the form of
      either Performance Units or Performance Shares to Participants subject to the
      Performance Measures and Performance Period as it shall determine. The Committee
      shall have complete discretion in determining the number and value of
      Performance Units or Performance Shares granted to each Participant.
      Participants receiving Performance Awards are not required to pay the Sponsor
      or
      a Subsidiary or Affiliate therefor (except for applicable tax withholding)
      other
      than the rendering of services.

     

    10.2  Value
      of Performance Awards.
      The
      Committee shall determine the number and value of Performance Units or
      Performance Shares granted to each Participant as a Performance Award. The
      Committee shall set Performance Measures in its discretion for each Participant
      who is granted a Performance Award. The extent to which such Performance
      Measures are met will determine the value of the Performance Unit to the
      Participant or the number of Performance Shares earned by the Participant.
      Such
      Performance Measures may be particular to a Participant, may relate to the
      performance of the Affiliate which employs him or her, may be based on the
      division which employs him or her, may be based on the performance of the
      Company generally, or a combination of the foregoing. The terms and conditions
      of each Performance Award will be set forth in an Agreement and/or a
      Sub-Plan.

     

    10.3  Settlement
      of Performance Awards.
      After a
      Performance Period has ended, the holder of a Performance Unit or Performance
      Share shall be entitled to receive the value thereof based on the degree to
      which the Performance Measures established by the Committee and set forth in
      the
      Agreement and/or Sub-Plan have been satisfied.

     

    10.4  Form
      of Payment.
      Payment
      of the amount to which a Participant shall be entitled upon the settlement
      of a
      Performance Award shall be made in cash, Stock, or a combination thereof as
      determined by the Committee. Payment may be made in a lump sum or installments
      as prescribed by the Committee.

     

    10.5  Deferral
      of Performance Awards.
      The
      Committee may permit a Participant to elect, in accordance with Section 409A
      and
      rules prescribed by the Committee, not to receive a distribution upon the
      vesting of such Performance Award and instead have the Company continue to
      maintain the Performance Award on its books of account.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.6  Maximum
      Award.
      The
      maximum number of shares of Stock that may be the subject of a Performance
      Share
      Award granted to a Participant in a single calendar year shall be two hundred
      fifty thousand (250,000) shares or if less, ten million dollars ($10,000,000)
      of
      Stock (rounded to the nearest whole share). The maximum amount of compensation
      payable, without regard to any deferred amounts, to a Participant pursuant
      to
      the grant of Performance Unit Awards in any calendar year shall be ten million
      dollars ($10,000,000).

     

    Section
      11.  Other
      Stock-Based Awards

     

    11.1  Grant
      of Other Stock-Based Awards.
      Subject
      to the terms and provisions of the Plan and applicable law, the Committee,
      at
      any time and from time to time, may issue to Participants, either alone or
      in
      addition to other Awards made under the Plan, Stock Unit Awards which may be
      in
      the form of or based on Stock or other securities. The maximum number of shares
      of Stock that may be granted in any calendar year to a Participant as part
      of a
      Stock Unit Award shall be two hundred fifty thousand (250,000). If the value
      of
      any Stock Unit Award is not based entirely on the value of the underlying Stock,
      the maximum amount of compensation payable, without regard to any deferred
      amounts, to a Participant pursuant to the grant of all such Stock Unit Awards
      in
      any calendar year shall be two million five hundred thousand dollars
      ($2,500,000). The Committee, in its sole and complete discretion, may determine
      that an Award, either in the form of a Stock Unit Award under this Section
      11 or
      as an Award granted pursuant to Sections 7 through 10, may provide to the
      Participant (i) dividends or dividend equivalents (payable on a current or
      deferred basis) and (ii) cash payments in lieu of or in addition to an Award.
      Subject to the provisions of the Plan, the Committee in its sole and complete
      discretion, shall determine the terms, restrictions, conditions, vesting
      requirements, and payment rules (all of which are sometimes hereinafter
      collectively referred to as "rules") of the Award. The Award Agreement and/or
      Sub-Plan shall specify the rules of each Award as determined by the Committee.
      However, each Stock Unit Award need not be subject to identical
      rules.

     

    11.2  Rules.
      The
      Committee, in its sole and complete discretion, may grant a Stock Unit Award
      subject to the following rules:

     

    (a)  Stock
      or
      other securities issued pursuant to Stock Unit Awards may not be sold,
      transferred, pledged, assigned or otherwise alienated or hypothecated by a
      Participant until the expiration of at least six months from the Award Date,
      except that such limitation shall not apply in the case of death or Disability
      of the Participant. All rights with respect to such other Stock Unit Awards
      granted to a Participant under the Plan shall be exercisable during his or
      her
      lifetime only by such Participant or his or her guardian or legal
      representative.

     

    (b)  Stock
      Unit Awards may require the payment of cash consideration by the Participant
      in
      receipt of the Award or provide that the Award, and any Stock or other
      securities issued in conjunction with the Award be delivered without the payment
      of cash consideration.

     

    (c)  The
      Committee, in its sole and complete discretion, may establish certain
      Performance Measures that may relate in whole or in part to receipt of the
      Stock
      Unit Awards.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  Stock
      Unit Awards may be subject to a deferred payment schedule and/or vesting over
      a
      specified employment period.

     

    (e)  The
      Committee, in its sole and complete discretion, as a result of certain
      circumstances, may waive or otherwise remove, in whole or in part, any
      restriction or condition imposed on a Stock Unit Award at the time of
      grant.

     

    11.3  Deferral
      of Stock Unit Awards.
      The
      Committee may permit a Participant to elect, in accordance with Section 409A
      and
      rules prescribed by the Committee, not to receive a distribution upon the
      vesting of a Stock Unit Award and instead have the Company continue to maintain
      the Stock Unit on its books of account.

     

    Section
      12.  Special
      Provisions Applicable to Covered Participants.
      

     

    Unless
      the Committee in its sole discretion determines that any Award made to a Covered
      Employee is not intended to qualify for the Performance-Based Exception under
      Section 162(m), Awards subject to Performance Measures that are granted to
      Covered Participants under this Plan shall be governed by the conditions of
      this
      Section 12, in addition to the requirements of Sections 9, 10, and 11 above.
      Should conditions set forth under this Section 12 (when applicable) conflict
      with the requirements of Sections 9, 10, and 11, the conditions of this Section
      12 shall prevail.

     

    (a)  Performance
      Measures for Covered Participants shall be established by the Committee in
      writing prior to the beginning of the Performance Period, or by such other
      later
      date during the Performance Period as may be permitted under Section 162(m).
      Performance Measures for Covered Participants may include alternative and
      multiple Performance Measures and may be based on one or more business
      criteria.

     

    (b)  All
      Performance Measures must be objective and must satisfy third party
      "objectivity" standards under Section 162(m).

     

    (c)  The
      Performance Measures shall not allow for any discretion by the Committee as
      to
      an increase in any Award, but discretion to lower an Award is
      permissible.

     

    (d)  The
      Award
      and payment of any Award under this Plan to a Covered Participant with respect
      to relevant Performance Period shall be contingent upon the attainment of the
      Performance Measures that are applicable to such Covered Participant. The
      Committee shall certify in writing prior to payment of any such Award that
      such
      applicable Performance Measures relating to the Award are satisfied. Approved
      minutes of the Committee may be used for this purpose.

     

    (e)  All
      Awards to Covered Participants under this Plan shall be further subject to
      such
      other conditions, restrictions, and requirements as the Committee may determine
      to be necessary to carry out the purpose of this Section 12.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      13.  General
      Provisions

     

    13.1  Withholding.
      The
      Company shall have the right to deduct or withhold, or require a Participant
      to
      remit to the Company, any taxes, including employment taxes, required by law
      to
      be withheld with respect to the Awards made under this Plan. In the event an
      Award is paid in the form of Stock, the Committee may require the Participant
      to
      remit to the Company the amount of any taxes required to be withheld from such
      payment in Stock, or, in lieu thereof the Company may withhold (or the
      Participant may be provided the opportunity to elect to tender) the number
      of
      shares of Stock equal in Fair Market Value to the amount required to be
      withheld.

     

    13.2  No
      Right to Employment.
      No
      granting of an Award shall be construed as a right to employment with the
      Company.

     

    13.3  Rights
      as Shareholder.
      Subject
      to the Award provisions, no Participant or Designated Beneficiary shall be
      deemed a shareholder of the Sponsor nor have any rights as such with respect
      to
      any shares of Stock to be provided under the Plan until he or she has become
      the
      holder of such shares. Notwithstanding the aforementioned, with respect to
      Stock
      granted under a Restricted Stock Agreement under this Plan, the Participant
      or
      Designated Beneficiary of such Award shall be deemed the owner of such shares.
      As such, unless contrary to the provisions herein or in any such related Award
      Agreement, such shareholder shall be entitled to full voting, dividend and
      distribution rights as provided any other Sponsor shareholder.

     

    13.4  Construction
      of the Plan.
      The
      Plan, and its rules, rights, Agreements, Sub-Plans and regulations, shall be
      governed, construed, interpreted and administered in accordance with applicable
      Federal laws, or to the extent that Federal laws do not apply, the laws of
      the
      State of North Carolina. In the event any provision of the Plan shall be held
      invalid, illegal or unenforceable, in whole or in part, for any reason, such
      determination shall not affect the validity, legality or enforceability of
      any
      remaining provision, or portion of provision, of the Plan overall, which shall
      remain in full force and effect.

     

    13.5  Amendment
      of Plan.
      The
      Committee or the Board of Directors may amend, suspend, or terminate the Plan
      or
      any portion thereof at any time, provided (a) such amendment is made with
      shareholder approval if such approval is necessary to comply with any tax or
      regulatory requirement, including for these purposes any approval requirement
      for the Performance-Based Exception under Section 162(m), and (b) such amendment
      may not adjust or amend the exercise price of Options previously granted to
      a
      Participant without further shareholder approval except as provided in Sections
      6.4 and 6.5 hereof. The Committee in its discretion may amend the Plan so as
      to
      conform with any applicable regulatory requirements subject to any provisions
      to
      the contrary specified herein.

     

    13.6  Amendment
      of Award.
      At any
      time and in its sole and complete discretion, the Committee may amend any Award
      for the following reasons: (i) additions and/or changes are made to the Code,
      any federal or state securities law, or other law or regulations subsequent
      to
      the Grant Date, and have an impact on the Award; or (ii) for any other reason
      not described in clause (i), provided (a) such amendment does not adversely
      affect a Participant or, if it does, provided the Participant gives his or
      her
      consent to such amendment, and (b) such amendment may not adjust or amend the
      exercise price of Options previously granted to a Participant without further
      shareholder approval except as provided in Sections 6.4 and 6.5
      hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13.7  Exemption
      from Computation of Compensation for Other Purposes.
      By
      accepting an Award under this Plan, each Participant agrees that such Award
      shall be considered special incentive compensation and will be exempt from
      inclusion as "wages" or "salary" for purposes of calculating benefits under
      pension, profit sharing, disability, severance, life insurance, and other
      employee benefit plans of the Company, except as otherwise provided in those
      benefit plans.

     

    13.8  Legend.
      In its
      sole and complete discretion, the Committee may elect to legend certificates
      representing shares of Stock sold or awarded under the Plan, to make appropriate
      references to the restrictions imposed on such shares.

     

    13.9  Executive
      Officers and Covered Participants.
      All
      Award Agreements and/or Sub-Plans for Participants subject to Section 16(b)
      shall be deemed to include any such additional terms, conditions, limitations
      and provisions as Rule 16b-3 requires, unless the Committee in its discretion
      determines that any such Award should not be governed by Rule 16b3. All Awards
      subject to the Performance-Based Exception shall be deemed to include any such
      additional terms, conditions, limitations and provisions as are necessary to
      comply with the Performance-Based Compensation exemption of Section 162(m),
      unless the Committee, in its sole discretion, determines that an Award to a
      Covered Participant is not intended to qualify for the Performance-Based
      Exception.

     

    13.10  Change
      in Control.
      In the
      event of a Change in Control, the Committee may provide, in its sole and
      complete discretion, either within the terms of the Award Agreement or
      subsequently, for the acceleration of the payment and/or vesting of any Award,
      the extension of the time during which an Award is exercisable to its full
      term
      regardless of a Participant's termination of employment with the Company and/or
      the release of any restrictions on any Award. 

     

    13.11  Divestiture.
      In the
      event of a Divestiture, the Committee may provide, in its sole and complete
      discretion, either within the terms of the Award Agreement or subsequently,
      for
      the acceleration of the payment and/or vesting of any Award, the extension
      of
      the time during which an Award is exercisable to its full term regardless of
      a
      Participant's termination of employment with the Company and/or the release
      of
      any restrictions on any Award or the assumption of an Award as contemplated
      in
      Section 13.14.

     

    13.12  Unfunded
      Obligation.
      Nothing
      in this Plan shall be interpreted or construed to require the Company in any
      manner to fund any obligation to the Participants or any Designated Beneficiary.
      Nothing contained in this Plan nor any action taken hereunder shall create,
      or
      be construed to create a trust of any kind, or a fiduciary relationship between
      the Company and/or the Committee, and the Participants and/or any Designated
      Beneficiary. To the extent that any Participant or Designated Beneficiary
      acquires a right to receive payments under this Plan, such rights shall be
      no
      greater than the rights of any unsecured general creditor of the
      Sponsor.

     

    13.13  Plan
      Expenses.
      All
      reasonable expenses of the Plan shall be paid by the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13.14  Transfer.
      The
      sponsorship of this Plan may be assumed by any Affiliate of the Sponsor in
      the
      case of a reorganization of the Sponsor and its Affiliates, or by any successor
      in interest of the Sponsor. Further, in the event any Award under the Plan
      is
      assumed by an Affiliate or another entity in connection with the disposition
      or
      sale of any business of the Sponsor and its Affiliates, the Award so assumed
      shall be cancelled under the Plan.

     

    13.15  Deferred
      Compensation.
      In the
      event an Award is considered “deferred compensation,” as defined for purposes of
      Section 409A, such Award shall be deemed to include such additional terms,
      conditions, limitations and provisions as may be required for it not to be
      subject to excise tax under Section 409A. In no event may the time or schedule
      of any payment of deferred compensation under the Plan be accelerated except
      as
      provided under Section 409A.

     

    


    


    IN
      WITNESS WHEREOF, this instrument has been executed this 15th day of December,
      2006

     

    
 

                       PROGRESS
      ENERGY,
      INC.

    


    


                            By:
/s/
      Robert
      B. McGehee

                                                               
Robert
      B. McGehee

                                                                  
      Chief Executive Officer

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    239485
      Legal