Exhibit 10c(14)


    Exhibit
      10c(14)

     

    PROGRESS
      ENERGY, INC.

    NON-EMPLOYEE
      DIRECTOR STOCK UNIT PLAN 

    Amended
      and Restated Effective January 1, 2007

    1.0
       RECITALS

    


    
      	
              1.1
                

            	
              Whereas,
                Carolina
                Power & Light Company ("CP&L") adopted the Carolina Power &
                Light Company Retirement Plan for Outside Directors (the "Directors
                Retirement Plan") in 1986, which provided for a fixed-dollar retirement
                benefit for non-employee directors of CP&L following their termination
                of service as a member of the Board of Directors of
                CP&L.

            


    

    


    1.2     Whereas,
      effective
      January 1, 1998, CP&L froze the Directors Retirement Plan so that no further
      benefits would accrue under such plan, and adopted the Carolina Power &
Light Company Non-Employee Director Stock Unit Plan
      (the
"Plan"),
      the purpose of which
      was
      to provide deferred compensation to the non-employee directors of CP&L
based
      on
      the value of CP&L common stock.

    


    1.3    Whereas,
      sponsorship
      of the Plan was transferred to CP&L Energy, Inc. effective August
1,
      2000,
      and the name of the Plan was subsequently changed to Progress Energy, Inc.
      Non-Employee
      Director Stock Unit Plan.

    


    
      	
              1.4
                

            	
              Whereas,
                the
                Company amended
                and restated the Plan effective January
                1, 2005 to increase the Annual Stock Unit Grant and to comply with
                the
                requirements of Section 409A of the Internal Revenue Code of 1986,
                as
                amended (the "Code"), regarding the payment of benefits from the
                Plan.

            


    

    


    
      	
              1.5

            	
              Whereas,
                the Company amended and restated the Plan effective January 1, 2006,
                for
                the purposes of (i) changing the date of the allocation of the annual
                stock unit grant
                to
                participants'
                accounts from the date of the Company’s annual meeting of shareholders to
                the first business day in January of each year; and (ii) to eliminate
                the
                requirement that to be eligible to receive an annual stock unit grant
                a
                participant must have served on the Board for one
                year.

            


    

    


    
      	
              1.6

            	
              Whereas,
                the Company desires to amend and restate the Plan effective January
                1,
                2007 for the purpose of making certain clarifying and conforming
                changes
                to the Plan.

            


    

     

    
      	
              1.7
                

            	
              Now,
                therefore,
                effective January 1, 2007, the Company adopts this amended and restated
                Progress Energy, Inc. Non-Employee Director Stock Unit
                Plan.

            


    

     

    
      	2.0	
                  PURPOSE

            


    

    


    
      	2.1	
                  Purpose.
                The
                purpose of the Plan is to attract and retain highly qualified individuals
                as non-employee directors of the Company, and to provide deferred
                compensation to the Company's non-employee directors based on the
                value of the Company's stock.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	3.0	
                  DEFINITIONS

            


    

     

     The
      following terms shall have the following meanings unless the context indicates
      otherwise:

     

    3.1    "Annual
      Stock Unit Grant" shall mean a grant to Stock Units as described in Section
      5.2 below

     

    3.2    "Board" shall
      mean the Board of Directors of the Company.

     

    3.3    "Change
      in Control"
      shall
      mean the earliest of the following dates:

     

    
      	 	
              (1) 

            	
              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 Company, becomes, directly or indirectly, the
                "beneficial owner" (as defined in Rule 13d-3 promulgated under the
                Securities Act of 1934) of securities of
                the Company representing twenty-five percent (25%) or more of the
                combined
                voting power of the Company's then outstanding securities (excluding
                the
                acquisition
                of securities of the Company by an entity at least eighty percent
                (80%)
                of
                the outstanding voting securities of which are, directly or indirectly,
                beneficially owned by the Company);
                or

            


    

    


    
      	 	
              (2)

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

            


    

     

            (3)     the
      date
      of consummation of a merger, share exchange or consolidation of the Company
      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 Company 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 Company
      or
      such surviving or acquiring entity outstanding immediately after such merger
      or
      consolidation; or

    


    
      	 	
              (4)
                

            	
              the
                date, when as a result of a tender offer or exchange offer for the
                purchase
                of
                securities of the Company (other than such an offer by the Company
                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 of Directors;
                or

            


    

    


    
      	 	
              (5) 

            	
              the
                date the shareholders of the Company approve a plan of complete
                liquidation or winding-up of the Company or an agreement
                for the sale or disposition
                by the Company of all or substantially all of the Company's assets;
                or

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (6)

            	
              the
                date of any event which the Board of Directors 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 of Directors receive written certification from the Committee
      that
      one of the events set forth in this Section 3.3 has occurred. Any determination
      that an event described in this Section 3.3 has occurred shall, if made in
      good
      faith on the basis of information available at that time, be conclusive and
      binding on the Board of Directors, the Company, the Participants and their
      beneficiaries for all purposes of the Plan.

    


    3.4    "Committee"
      shall
      mean the Board's Committee on Corporate
      Governance.

    


    3.5    "Common
      Stock" shall
      mean the common stock of the Company.

     

    3.6    "Company" shall
      mean Progress Energy, Inc., a North Carolina corporation, including any
      successor entity.

    


    
      	
              3.7
                

            	
              "Continuing
                Directors"
                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 75 percent or more of
                the
                directors who then comprised Continuing Directors shall be considered
                to
                be a Continuing Director.

            


    

     

    
      	
              3.8

            	
              "Distribution
                Date" shall
                mean the later of (i) the date a Participant is no longer a member
                of the
                Board and otherwise “separates from service” with the Company, as defined
                for purposes of Section 409A of the Code, or (ii) the date such
                Participant attains age 65.

            


    

    


    3.9    "Effective
      Date" shall
      mean January 1, 1998. The Plan has been subsequently amended and restated
      effective July 10, 2002, January 1,  2005,
      January 1, 2006 and January 1, 2007.

    


    3.10     "Common
      Stock Value" shall
      mean:

     

    
      	 	
              (1)
                

            	
              the
                average of the highest and lowest selling prices of Common Stock
                on the
                relevant date (or on the last preceding trading date if Common Stock
                was
                not traded on the relevant date) if Common Stock is readily tradable
                on a
                national securities exchange or other market system;
                or

            


    

     

    (2)    an
      amount
      determined in good faith by the Board as the fair market value of 
Common
      Stock on the date of determination if Common Stock is not
      readily  tradable
      on a national securities exchange or other market system.

     

    
      	
              3.11

            	
              "Initial
                Stock Unit Grant"
                shall mean a grant of Stock Units us described in Section 5.1
                below.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.12  
"Participant" shall
      mean a member of the Board who is not an employee of the Company or any of
      its
      Subsidiaries.

    


    
      	
              3.13 

            	
              "Stock
                Unit" shall
                mean a unit maintained by the Company for bookkeeping purposes, equal
                in
                value to one (1) share of Common
                Stock.

            


    

     

    
      	
              3.14
                

            	
              "Stock
                Unit Account” shall
                mean a bookkeeping account established and maintained (or caused
                to be
                established and maintained) by the Company for the Participant which
                shall
                record the number of Stock Units granted to the Participant under
                Section
                5 below. This account shall be established (or caused to be established)
                by the Company for bookkeeping purposes only, and no separate funds
                shall
                be segregated by the Company for the benefit of the
                Participant.

            


    

    


    3.15  
"Plan" shall
      mean the Progress Energy, Inc. Non-Employee Director Stock Unit
      Plan.

    


    
      	
              3.16
                

            	
              "Subsidiary" shall
                mean
                a corporation of which the Company directly or indirectly owns more
                than
                50 percent of the Voting Stock (meaning the capital stock of any
                class
                or
                classes having general voting power under ordinary circumstances,
                in the
                absence of contingencies, to elect the directors of a corporation)
                or any
                other business entity in which the Company directly or indirectly
                has an
                ownership interest of more than 50
                percent.

            


    

    


    4.0    ADMINISTRATION

    


    
      	
              4.1

            	
              Responsibility.
                The Committee
                shall have the responsibility, in its sole discretion, to control,
                operate, manage and administer the Plan in accordance with its
                terms.

            


    

    


    
      	
              4.2

            	
              Authority
                of the Committee. The
                Committee shall have all the discretionary authority that may be
                necessary
                or helpful to enable it to discharge its responsibilities with respect
                to
                the Plan, including but not limited to the
                following:

            


    

    


    (a)    to
      determine eligibility for participation in the Plan;

    


    (b)    to
      correct any defect, supply any omission, or reconcile any inconsistency in
      the
 Plan
      in
      such manner and to such extent as it shall deem appropriate in its
      sole

    discretion
      to carry the same into effect;

    


    (c)    to
      issue
      administrative guidelines as an aid to administer the Plan and make  changes
      in such guidelines as it from time to time deems proper;

    


    (d)    to
      make
      rules for carrying out and administering the Plan and make changes in
 such
      rules as it from time to time deems proper; 

     

    (e)    to
      the
      extent permitted under the Plan, grant waivers of Plan terms, conditions
 restrictions,
      and limitations;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)    to
      make
      reasonable determinations as to a Participant's eligibility for benefits
 under
      the
      Plan, including determinations as to vesting; and

    


    
      	 	
              (g)

            	
              to
                take any and all other actions it deems necessary or advisable for
                the
                proper operation or administration of the
                Plan.

            


    

    


    4.3    Action
      by the Committee.
      The
      Committee may act only by a majority of its members. Any determination of the
      Committee may be made, without a meeting, by a writing or writings signed by
      all
      of the members of the Committee. In addition, the Committee may authorize any
      one or more of its members to execute and deliver documents on behalf of the
      Committee.

     

    
      	
              4.4
                

            	
              Delegation
                of Authority.
                The Committee may delegate to one or more of its members, or to one
                or
                more agents, such administrative duties as it may deem advisable;
                provided,
                however,
                that any such delegation shall be in writing. In addition, the Committee,
                or any person to whom it has delegated duties as aforesaid, may employ
                one
                or more persons to render advice with respect to any responsibility
                the
                Committee or such person may have under the Plan. The Committee may
                employ
                such legal or other counsel, consultants and agents as it may deem
                desirable for the administration of the Plan and may rely upon any
                opinion
                or computation received from any such counsel, consultant or agent.
                Expenses incurred by the Committee in the engagement of such counsel,
                consultant or agent shall be paid by the Company, or the Subsidiary
                whose
                employees have benefited from the Plan, as determined by the
                Committee.

            


    

    


    4.5    Determinations
      and Interpretations
      by the Committee. All
      determinations
      and interpretations made by the Committee shall be binding and conclusive on
      all
Participants
      and
      their heirs, successors, and legal representatives.

    


    4.6    Information.
      The
      Company shall furnish to the Committee in writing all information the Committee
      may deem appropriate for the exercise of its powers and duties in the
      administration of the Plan. Such information may include, but shall not be
      limited to, the full names of all Participants, their earnings and their dates
      of birth, employment, retirement or death. Such information shall be conclusive
      for all purposes of the Plan,
      and
      the
      Committee shall be entitled to rely thereon without any investigation
      thereof.

    


    4.7    Self-Interest.
      No
      member
      of the Committee may act, vote or otherwise influence a decision of the
      Committee specifically relating to his or her benefits, if any, under the
      Plan.

    


    


    5.0    STOCK
      UNIT GRANTS

    


    
      	
              5.1
                

            	
              Rollover.
                CP&L granted an Initial Stock Unit Grant to the Participants listed
                on
                Schedule
                A
                (who were participants in the CP&L Retirement Plan for Outside
                Directors) who were elected by December 31, 1997, pursuant to an
                election
                made in writing to the
                CP&L Vice
                President-Human Resources to rollover their accrued benefit under
                such
                plan (the "Accrued Benefit") into the Plan. The number of shares
                underlying each Initial Stock Unit Grant was equal to the present
                value of
                the Participant's Accrued Benefit as of December
                31, 1997, divided by the Common Stock Value of CP&L common stock on
                the
                last trading day of 1997. Any fractional Stock Unit greater than
                50
                percent was rounded up to one Stock Unit, and any fractional Stock
                Unit
                equal to or less than 50 percent was disregarded. Such number of
                Stock
                Units underlying the Initial Stock Unit Grant was entered and recorded
                in
                the Participant's Stock Unit Account, and later adjusted to reflect
                the
                change in the capital structure of CP&L as a result of which CP&L
                became a Subsidiary of the Company.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              5.2

            	
              Annual
                Grant.
                Effective January 1, 2006, the Company shall grant to each Participant
                an
                Annual Stock Unit Grant equal to 1,200 Stock Units. The Annual Stock
                Unit
                Grant shall
                be made
                the first business day of January. The Company shall enter and record
                (or
                shall cause to be entered and recorded) in the Participant's Stock
                Unit
                Account such number of Stock Units underlying the Annual Stock Unit
                Grant.

            


    

    


    
      	
              5.3

            	
              Dividend
                Stock Units. On
                the date that any holder of Common Stock receives a dividend with
                respect
                to Common Stock, the Company shall grant to each Participant, and
                shall
                enter and record (or shall cause to be entered and recorded) in each
                such
                Participant's Stock Unit Account a number of Stock Units equal to
                the
                result of (x) the dollar
                amount of
                such dividend paid with respect to one share of Common Stock multiplied
                by
                (y) the number of Stock Units in the Stock Unit Account as of the
                date
                such dividend is paid divided by (z) the Common Stock Value as of
                the date
                such dividend is paid. Any fractional Stock Unit greater than 50
                percent
                shall be rounded up to one Stock Unit, and any fractional Stock Unit
                equal
                to or less than 50 percent shall be
                disregarded.

            


    

    


    6.0    BENEFIT

    


    
      	
              6.1
                

            	
              Vesting.
                A
                Director shall be fully vested at all times in the Stock Units credited
                to
                his or her Account.

            


    

    


    
      	
              6.2
                

            	
              Timing
                of Benefit. In
                accordance with Section 6.4 below, the Company shall pay or begin
                paying a
                Benefit to a vested Participant during the 60-day period following
                the
                Distribution Date. If the Participant has selected annual payments
                in
                accordance with Section 6.4(b) below, all payments other than the
                first
                payment shall be made on the applicable anniversary of the Distribution
                Date.

            


    

    


    
      	
              6.3
                

            	
              Valuation.
                The
                value of a Participant's Stock Unit Account for purposes of the Benefit
                shall be equal to the product of (x) the number of Stock Units in
                the
                Participant's Stock Unit Account as of the Distribution Date or the
                applicable anniversary of the Distribution Date multiplied by (y)
                the
                Common Stock Value on the Distribution Date or the applicable anniversary
                of the Distribution Date, in accordance with Section 6.4
                below.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              6.4

            	
              Form
                of Benefit. The
                Company shall pay a Benefit to a vested Participant in one of the
                following four (4) forms, as elected by the
                Participant:

            


    

    


    
      	 	
              (a)

            	
              a
                lump sum payment, with such payment equal to the value of the
                Participant's Stock Unit Account as of the Distribution Date:
                or

            


    

    


    (b)   annual
      payments over 5, 10 or 15 years, with each annual payment equal to (x)
 the
      value
      of the Participant's Stock Unit Account as of the Distribution Date or the
       applicable
      anniversary of the Distribution Date divided by (y) the number of  payments
      yet to be made. 

     

    Participants
      who are elected on or after January 1, 2005, shall elect the form of payment
      within 30 days after the date they are elected, except that if a Participant
      is
      elected within 30 days
      of
the
      next
      Annual Stock Unit Grant date, the Participant
      shall elect the form
      of
payment
      no
      later
      than
      such Annual
      Stock
      Unit
      Grant
      date.

    


    
      	
              6.5
                

            	
              Change
                of Form of Benefit. The
                Participant may change the form of payment of all Stock Units credited
                to
                the
                Stock Unit
                Account
                of the
                Participant and vested prior to January 1, 2005, so long as the change
                is
                made at least six (6) months prior to the Distribution Date. With
                respect
                to Stock Units credited to the Stock Unit Account of the Participant
                or
                vesting on or after January 1, 2005, the Participant must make or
                have in
                effect an election as to the form of payment of Stock Units to be
                credited
                to the Stock Unit Account of the Participant during the upcoming
                year no
                later than December 31 of the preceding year, which election shall
                be
                irrevocable for such upcoming year. The Participant may change his
                or her
                election for a subsequent year by delivering a new election as to
                the form
                of payment to the Company on or before December 31 of the preceding
                year.
                An election as to form of payment will remain in effect for future
                years
                unless and until changed by the Participant’s timely delivery of a new
                election as to the form of payment with respect to an upcoming Plan
                Year.
                The Participant may not amend or change such an election with respect
                to
                any prior year. Notwithstanding the foregoing, on or before December
                31,
                2007 the Participant may make a one-time change to the Participant’s
                election as to the form of payment of Stock Units credited to his
                or her
                Stock Unit Account as to all years prior to and including 2007, as
                permitted by the transition relief rules under Code Section 409A
                and the
                regulations thereunder.

            


    

    


    
      	
              6.6
                

            	
              Death
                of Participant Prior to the Distribution Date. If
                the Participant's death occurs prior to the Distribution Date, the
                Company
                shall pay or begin paying a Benefit to a vested Participant's beneficiary
                (as designated by the Participant under Section 6.8 below) on the
                first
                day of the sixth month following the date of the Participant's death,
                and
                if the Participant has selected a form of Benefit under Section 6.4(b)
                above, the Company shall pay the remaining annual payments on the
                anniversary of the first payment date as determined under this Section
                6.6.

            


    

    


    
      	
              6.7
                

            	
              Death
                of Participant Following the Distribution Date. If
                the
                Participant's death occurs following the Distribution Date, the Company
                shall continue to pay the Benefit to the Participant's beneficiary
                (as
                designated by the Participant under Section 6.8 below) following
                the date
                of the Participant's death in the form of Benefit selected by the
                Participant in accordance with Section 6.4
                above.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              6.8 

            	
              Designation
                of Beneficiary. Within
                30 days after becoming a Participant, a Participant shall designate
                a
                beneficiary to receive the Benefit in the event of the Participant's
                death. If the Participant does not designate a beneficiary, the
                beneficiary shall be deemed to be the Participant's spouse on the
                date of
                the Participant's death, and if the Participant does not have a spouse
                on
                the date of his or her death, then the Participant's estate shall
                be
                deemed to be the beneficiary under this Section
                6.

            


    

    


    7.0   TAXES

    


    
      	
              7.1
                

            	
              Withholding
                Taxes. The
                Company shall be entitled to withhold from any and all payments
                made
                to a
                Participant under the Plan all federal, state, local and/or other
                taxes or
                imposts which the Company determines are required to be so withheld
                from
                such payments or by reason of any other payments made to or on behalf
                of
                the Participant or for his or her benefit
                hereunder.

            


    

    


    
      	
              7.2
                

            	
              No
                Guarantee of Tax Consequences. No
                person connected with the Plan in any capacity, including, but not
                limited
                to, the Company and any Subsidiary and their directors, officers,
                agents
                and employees makes any representation, Commitment, or guarantee
                that any
                tax treatment, including, but not limited to, federal, state and
                local
                income,
                estate
                and
                gift tax treatment, will be applicable with respect to amounts deferred
                under the Plan, or paid to or for the benefit of a Participant under
                the
                Plan, or that such tax treatment will apply to or be available to
                a
                Participant on account of participation in the
                Plan.

            


    

    


    8.0   TERM
      OF PLAN; AMENDMENT AND TERMINATION

    


    
      	
              8.1

            	
              Term.
                The Plan shall be effective as of the Effective Date. The Plan shall
                remain in effect until the Board terminates the
                Plan.

            


    

    


    
      	
              8.2 

            	
              Termination
                or Amendment of Plan. The
                Board may suspend or terminate the Plan at any time with or without
                prior
                notice and the Board may amend the Plan at any time with or without
                prior
                notice; provided
                however,
                that
                no action authorized by this Section 8.2 shall reduce the balance
                or
                adversely affect the vesting of the Stock Unit Account of a Participant,
                or cause the acceleration of the time or schedule of any payment
                under the
                Plan except as provided by regulations under Section 409A of the
                Code.

            


    

    


    9.0   MISCELLANEOUS

    


    
      	
              9.1
                

            	
              Adjustments.
                If
                there shall be any change in Common Stock through merger, consolidation,
                reorganization, recapitalization, stock dividend, stock split, reverse
                stock split, split up, spin-off, combination of shares, exchange
                of
                shares, dividend in kind or other like change in capital structure
                or
                distribution (other than normal cash dividends) to holders of Common
                Stock, the number of Stock Units and the Participant's Stock Unit
                Account
                shall be adjusted to equitably reflect such change or
                distribution.

               

            


    

    
      	
              9.2
                

            	
              Governing
                Law. The
                Plan and all actions taken in connection herewith shall be governed
                by and
                construed in accordance with the laws of the State of North Carolina
                without reference to principles of conflict of laws, except as
                superseded
                by applicable
                federal law.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.3   No
      Right Title or Interest in Company Assets. Participants
      shall have no right, title, or interest whatsoever in or to any investments
      which the Company may make to aid it in meeting its obligations under the Plan.
      Nothing contained in the Plan, and no action taken pursuant to its provisions,
      shall create or be construed to create a trust of any kind, or a fiduciary
      relationship between the Company and any Participant, beneficiary, legal
      representative or any other person. To the extent that any person acquires
      a
      right to  receive
      payments from the Company under the Plan, such right shall be no greater than
      the right of an unsecured general creditor of the Company. All payments to
      be
      made hereunder shall be paid from the general funds of the Company and no
      special or separate fund shall be established and no segregation of assets
      shall
      be made to assure payment of such amounts except as expressly set forth in
      the
      Plan.

    


    
      	
              9.4
                

            	
              No
                Right to Continued Service. The
                Participant's rights, if any, to continue to serve the Company as
                a member
                of the Board shall not be enlarged or otherwise affected by his or
                her
                participation in the Plan.

            


    

    


    
      	
              9.5
                

            	
              Other
                Rights. The
                Plan shall not affect or impair the rights or obligations of the
                Company
                or a Participant under any other written plan, contract, arrangement,
                or
                pension, profit sharing or other compensation
                plan.

            


    

    


    
      	
              9.6
                

            	
              Severability.
                If
                any term or condition of the Plan shall be invalid or unenforceable
                to any
                extent or in any application, then the remainder of the Plan, with
                the
                exception of such invalid or unenforceable provision, shall not be
                affected thereby and shall continue in effect and application to
                its
                fullest extent. If, however, the Committee
                determines
                in its sole discretion that any term or condition of the Plan which
                is
                invalid or unenforceable is material to the interests of the Company,
                the
                Committee may declare the Plan null and void in its
                entirety.

            


    

    


    
      	
              9.7
                

            	
              Incapacity.
                If
                the Committee determines that a Participant or a designated beneficiary
                is
                unable to care for his or her affairs because of illness or accident
                or
                because he or she is a minor, any benefit due the Participant or
                designated beneficiary may be paid to the Participant's spouse or
                to any
                other person deemed by the Committee to have incurred expense for
                such
                Participant (including a duly appointed guardian, committee or other
                legal
                representative), and any such payment shall be a complete discharge
                of the
                Company's obligation hereunder.

            


    

    


    
      	
              9.8 

            	
              Transferability
                of Rights. No
                Participant or spouse of a Participant shall have any
                right to
                encumber, transfer or otherwise dispose of or alienate any present
                or
                future right or expectancy which the Participant or such spouse may
                have
                at any time to receive payments of benefits hereunder, which benefits
                and
                the right thereto are expressly declared to be nonassignable and
                nontransferable, except to the extent required by law. Any attempt
                to
                transfer or assign a benefit, or any rights granted hereunder, by
                a
                Participant or the spouse of a Participant shall be null and void
                and
                without effect.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              9.9
                

            	
              Entire
                Document. The
                Plan, as set forth herein, supersedes any and all prior practices,
                understandings, agreements, descriptions or other non-written arrangements
                respecting severance, and written employment or severance contracts
                signed
                by the Company.

            


    

    


    
      	
              9.10
                

            	
              Change
                in Control. In
                the case of a Change in Control, the Company, subject to the restrictions
                in this Section 9.10 and in Section 9.3, shall irrevocably set aside
                funds
                in one
                or
                more grantor trusts in an amount that is sufficient to pay each
                Participant the value of
                the Participant's Stock Unit Account as of the date on which the
                Change in
                Control occurs.
                The foregoing notwithstanding, the Company shall establish no such
                grantor
                trust if its assets shall become includable in the income of Participants
                thereby solely as a result of Section 409A of the Code. The obligations
                and responsibilities of the Company under this Plan shall be assumed
                by
                any successor or acquiring corporation, and all of the rights, privileges
                and benefits of the Participants hereunder shall continue following
                the
                Change in Control.

            


    

    


    9.11   Section
      409A.
      Notwithstanding any provision in this Plan to the contrary, this Plan and
 all
      rights and benefits of Participants hereunder shall comply with Section 409A
      of
      the Code,
      related regulations and other guidance, and be construed in accordance
      therewith.

    


    


    IN
      WITNESS WHEREOF, this instrument has been executed this 13th
      day of
      December, 2006.

    


                                PROGRESS
      ENERGY,
      INC.

    


    


                                      
By:
      /s/ Robert
      B. McGehee

                                                                            Robert
      B.
      McGehee

                                                                            Chief
      Executive
      Officer

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    


    


    Participants
      Who Received Initial Stock Unit Grants

    


    
      	1.  	
              Edwin
                B. Borden

            


    

    
      	2.  	
              Richard
                L. Daugherty

            


    

    
      	3.  	
              Robert
                L. Jones

            


    

    
      	4.  	
              Felton
                J. Capel

            


    

    
      	5.  	
              Charles
                W. Coker

            


    

    
      	6.  	
              Estell
                C. Lee

            


    

    
      	7.  	
              Leslie
                M. Baker, Jr.

            


    

    
      	8.  	
              William
                O. McCoy

            


    

    
      	9.  	
              J.
                Tylee Wilson