Exhibit 10c(13)


     

    Exhibit
      10c(13)

     

    
 

    AMENDED
      AND RESTATED

     

     

    SUPPLEMENTAL
      SENIOR EXECUTIVE RETIREMENT PLAN

     

    OF

     

    PROGRESS
      ENERGY, INC.

     

     

     

     

     

     

    Effective
      January 1, 1984

     

    (As
      last
      amended effective January 1, 2007)

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    TABLE
      OF
      CONTENTS

    


    


    
      	 	 	 	
              Page

            
	 	 	 	 
	
              ARTICLE
                I

            
	 	 	 
	
              STATEMENT
                OF PURPOSE 

            	
              1

            
	 	 	 	 
	
              ARTICLE
                II

            
	 	 	 	 
	
              DEFINITIONS
                

            	
              2

            
	 	
              2.01

            	
              Terms
                

            	
              2

            
	 	
              2.02

            	
              Affiliated
                Company 

            	
              2

            
	 	
              2.03

            	
              Assumed
                Deferred Vested Pension Benefit 

            	
              2

            
	 	
              2.04

            	
              Assumed
                Early Retirement Pension Benefit 

            	
              2

            
	 	
              2.05

            	
              Assumed
                Normal Retirement Pension Benefit 

            	
              3

            
	 	
              2.06

            	
              Board
                

            	
              3

            
	 	
              2.07

            	
              Change
                in Control 

            	
              3

            
	 	
              2.08

            	
              Committee
                

            	
              5

            
	 	
              2.09

            	
              Company

            	
              5

            
	 	
              2.10

            	
              Continuing
                Director 

            	
              5

            
	 	
              2.11

            	
              Designated
                Beneficiary

            	
              6

            
	 	
              2.12

            	
              Early
                Retirement Date 

            	
              6

            
	 	
              2.13

            	
              Eligible
                Spouse 

            	
              6

            
	 	
              2.14

            	
              Final
                Average Salary

            	
              6

            
	 	
              2.15

            	
              Normal
                Retirement Date 

            	
              7

            
	 	
              2.16

            	
              Participant

            	
              7

            
	 	
              2.17

            	
              Pension
                

            	
              7

            
	 	
              2.18

            	
              Plan
                

            	
              7

            
	 	
              2.19

            	
              Retirement
                Plan 

            	
              7

            
	 	
              2.20

            	
              Salary
                

            	
              7

            
	 	
              2.21

            	
              Separation
                from Service 

            	
              8

            
	 	
              2.22

            	
              Service

            	
              8

            
	 	
              2.23

            	
              Social
                Security Benefit 

            	
              8

            
	 	
              2.24

            	
              Spouse’s
                Pension 

            	
              10

            
	 	
              2.25

            	
              Target
                Early Retirement Benefit 

            	
              10

            
	 	
              2.26

            	
              Target
                Normal Retirement Benefit

            	
              10

            
	 	
              2.27

            	
              Target
                Pre-Retirement Death Benefit 

            	
              10

            
	 	
              2.28

            	
              Target
                Severance Benefit 

            	
              10

            
	 	 	 	 
	
              ARTICLE
                III

            
	 	 	 	 
	
              ELIGIBILITY
                AND PARTICIPATION 

            	
              10

            
	 	
              3.01

            	
              Eligibility

            	
              10

            
	 	
              3.02

            	
              Date
                of Participation 

            	
              11

            
	 	
              3.03

            	
              Duration
                of Participation 

            	
              11

            
	 	 	 	 
	
              ARTICLE
                IV

            
	 	 	 	 
	
              RETIREMENT
                BENEFITS

            	
              11

            
	 	
              4.01

            	
              Normal
                Retirement Benefit

            	
              11

            
	 	
              4.02

            	
              Early
                Retirement Benefit

            	
              13

            
	 	
              4.03

            	
              Surviving
                Spouse Benefit

            	
              15

            
	 	
              4.04

            	
              Re-employment
                of Retirement Participant 

            	
              15

            
	 	 	 	 
	
              ARTICLE
                V

            
	 	 	 	 
	
              PRE-RETIREMENT
                DEATH BENEFITS 

            	
              15

            
	 	
              5.01

            	
              Eligibility

            	
              15

            
	 	
              5.02

            	
              Amount

            	
              16

            
	 	
              5.03

            	
              Alternative
                Benefit 

            	
              16

            
	 	
              5.04

            	
              Commencement
                and Duration 

            	
              16

            
	 	 	 	 
	
              ARTICLE
                VI

            
	 	 	 	 
	
              SEVERANCE
                BENEFITS 

            	
              16

            
	 	
              6.01

            	
              Eligibility

            	
              16

            
	 	
              6.02

            	
              Amount
                

            	
              17

            
	 	
              6.03

            	
              Commencement
                and Duration 

            	
              17

            
	 	
              6.04

            	
              Surviving
                Spouse Benefit

            	
              18

            
	 	 	 	 
	
              ARTICLE
                VII

            
	 	 	 	 
	
              ADMINISTRATION

            	
              19

            
	 	
              7.01

            	
              Committee
                

            	
              19

            
	 	
              7.02

            	
              Voting
                

            	
              19

            
	 	
              7.03

            	
              Records
                

            	
              19

            
	 	
              7.04

            	
              Liability

            	
              20

            
	 	
              7.05

            	
              Expenses
                

            	
              20

            
	 	 	 	 
	
              ARTICLE
                VIII

            
	 	 	 	 
	
              AMENDMENT
                AND TERMINATION 

            	
              20

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              ARTICLE
                IX

            
	 	 	 	 
	
              MISCELLANEOUS
                

            	
              21

            
	 	
              9.01

            	
              Non-Alienation
                of Benefits 

            	
              21

            
	 	
              9.02

            	
              No
                Trust, Created 

            	
              21

            
	 	
              9.03

            	
              No
                Employment Agreement

            	
              22

            
	 	
              9.04

            	
              Binding
                Effect 

            	
              22

            
	 	
              9.05

            	
              Suicide
                

            	
              22

            
	 	 	 	 
	
              ARTICLE
                X

            
	 	 	 	 
	
              CONSTRUCTION

            	
              24

            
	 	
              10.01

            	
              Governing
                Law 

            	
              24

            
	 	
              10.02

            	
              Gender

            	
              24

            
	 	
              10.03

            	
              Headings,
                etc.

            	
              24

            
	 	
              10.04

            	
              Action
                

            	
              24

            
	 	 	 	 
	
              APPENDIX
                A AFFILIATED COMPANIES

            	 
	 	 	 	 


    

    



    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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”), not- withstanding 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, 2007.
The
      terms
      of the amended and restated Plan shall govern the payment of any benefits
      commencing after January 1, 2007. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    DEFINITIONS

     

    
      	2.01  	
              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.

            


    

    
      	2.02  	
              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.

            


    

    
      	2.03  	
              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.
                

            


    

    
      	2.04  	
              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:

            


    

    
      	(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.
                

            


    

    
      	2.05  	
              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.

            


    

    
      	2.06  	
              Board.
                Shall mean the Board of Directors of
                Sponsor.

            


    

    
      	2.07  	
              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 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 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.

    
      	2.08  	
              Committee.
                Shall mean the Committee on Organization and Compensation of the
                Board.

            


    

    
      	2.09  	
              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, 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.

            


    

    
      	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.

            


    

    
      	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 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.

            


    

    
      	2.20  	
              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 1997 and 2002 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 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.


            


    

    
      	2.21  	
              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.

            


    

    
      	2.22  	
              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.

            


    

    
      	2.23  	
              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:

            


    

    
      	(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.

    
      	2.24  	
              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.

            


    

    
      	2.25  	
              Target
                Early Retirement Benefit.
                Shall mean an amount equal to a Participant’s Final Average Salary
                determined at his Early Retirement Date multiplied 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
                Normal Retirement Benefit.
                Shall mean an amount equal to a Participant’s Final Average Salary
                determined at his Normal Retirement Date multiplied by four percent
                (4%)
                for each projected year of Service at his Normal Retirement Date
                up to a
                maximum of sixty-two percent (62%).

            


    

    
      	2.27  	
              Target
                Pre-Retirement Death Benefit.
                Shall mean an amount equal to a deceased Participant’s Final Average
                Salary determined at his death multiplied by four percent (4%) for
                each
                year of Service at his death up to a maximum of sixty-two percent
                (62%). 

            


    

    
      	2.28  	
              Target
                Severance Benefit.
                Shall mean an amount equal to a Participant’s Final Average Salary
                determined at his Separation from Service multiplied 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

     

    
      	3.01  	
              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.

            


    

    
      	3.02  	
              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.

            


    

    
      	3.03  	
              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

     

    
      	4.01  	
              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 “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
      as of the first day of the calendar month next following the retirement
 of
      the
      Participant or as soon thereafter as practicable, 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 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.

    
      	4.02  	
              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 hereinbelow, 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 be a
                monthly amount equal to his Target Early Retirement Benefit reduced
                by the
                sum of (1) his Assumed Early Retirement Pension Benefit and (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 as of the
                first
                day of the calendar month next following the retirement of the Participant
                or as soon thereafter as practicable, 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 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.

            


    

    
      	4.03  	
              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.

            


    

    
      	4.04  	
              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

     

    
      	5.01  	
              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.

            


    

    
      	5.02  	
              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.

            


    

    
      	5.03  	
              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.

            


    

    
      	5.04  	
              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

     

    
      	6.01  	
              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.

            


    

    
      	6.02  	
              Amount. 

            


    

    
      	(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.

            


    

    
      	6.03  	
              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 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.

            


    

    
      	6.04  	
              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.

            


    

     

    ARTICLE
      VII

    ADMINISTRATION

     

    
      	7.01  	
              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.

            


    

    
      	7.02  	
              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.

            


    

    
      	7.03  	
              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. 

            


    

    
      	7.04  	
              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.

            


    

    
      	7.05  	
              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

     

    
      	9.01  	
              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 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.

            


    

    
      	9.02  	
              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.

            


    

    
      	9.03  	
              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.

            


    

    
      	9.04  	
              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.

            


    

    
      	9.05  	
              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.

            


    

    
      	9.06  	
              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.

    
      	9.07  	
              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.

            


    

    
      	9.08  	
              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.
                

            


    

    
      	9.09  	
              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

     

    
      	10.01  	
              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.

            


    

    
      	10.02  	
              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.

            


    

    
      	10.03  	
              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.

            


    

    
      	10.04  	
              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 15th day of December,
      2006.

    


                                          PROGRESS
      ENERGY,
      INC.

    


    


                                              By:
/s/
Robert
      B. McGehee

                                                                         
      Robert B. McGehee

                                                                         
      Chief Executive Officer

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

     

    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.