Exhibit 10c(18)


                              Progress Energy, Inc.
                           Restricted Stock Agreement


This Agreement is made as of the ____ day of ______, _____, between Progress
Energy, Inc., a North Carolina corporation (the "Company"), its affiliates,
successors or assigns and ________________ (the "Employee"), an employee of
[Insert name of affiliate employer], an Affiliate of the Company (the
"Employer").

WHEREAS, the Board of Directors and shareholders of the Company have approved
and adopted the Progress Energy, Inc. 2002 Equity
Incentive Plan (the "Plan");

         WHEREAS, pursuant to Section 9 of the Plan, the Organization and
Compensation Committee of the Board (hereinafter the "Committee") is authorized
to grant Restricted Stock to Key Employees of the Company, including its
Affiliates; and

WHEREAS, the Company desires to provide an incentive to the Employee so that he
will exert his utmost efforts on behalf of the Employer, and for any other
Affiliate of the Company for which the Employee performs services while holding
the Restricted Stock, and thus enhance that employer's performance while
aligning the Employee's interests with the interests of the Company's
shareholders.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as follows:

1.   Grant of Shares Subject to Restrictions. The Employee is granted __________
     shares of Company  Common Stock (the  "Restricted  Stock").  The Restricted
     Stock is granted under the Plan, and is subject to the terms and conditions
     of the Plan and this Agreement.  Capitalized terms not defined herein shall
     have the meanings  ascribed thereto in the Plan. In accordance with Section
     12 of the Plan, the Committee has  determined  that the grant of Restricted
     Stock under this Agreement is not intended to qualify for the exemption for
     performance-based  compensation  under  Section  162(m)  of the  Code.  The
     Restricted Stock granted  hereunder is a matter of separate  inducement and
     is not in lieu of salary or any other compensation for Employee's services.
     Both parties  acknowledge  that the "Grant Date" for the  Restricted  Stock
     shall be the date of this Agreement, which is first specified above.

2.   Restrictions.  Employee  hereby  agrees  that until such  restrictions  are
     removed, as herein provided, he will not sell, assign, transfer,  exchange,
     hypothecate, pledge, encumber or otherwise dispose of the Restricted Stock.
     Any  attempt by the  Employee  to  dispose of any shares of the  Restricted
     Stock in any such manner shall result in the  immediate  forfeiture of such
     shares and any other  shares  then held by the  Company  or the  designated
     escrow agent on the Employee's behalf.

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3.   Lapse  of  Restrictions.  Subject  to  Paragraph  4  below  and  applicable
     provisions of the Plan, the shares of Restricted  Stock shall be subject to
     restrictions on  transferability.  Said restrictions  shall be removed from
     such shares of Restricted  Stock based upon the vesting  schedule set forth
     below:

          (a)  ______  shares  of  Restricted  Stock  shall  become  and  remain
               transferable on and after the _______  anniversary of the Date of
               Grant;

          (b)  ______  shares  of  Restricted  Stock  shall  become  and  remain
               transferable on and after the _______  anniversary of the Date of
               Grant; and

          (c)  ______  shares  of  Restricted  Stock  shall  become  and  remain
               transferable on and after the ________ anniversary of the Date of
               Grant.

                                       OR

     Lapse  of  Restrictions.  Subject  to  Paragraph  4  below  and  applicable
     provisions of the Plan, the shares of Restricted  Stock shall be subject to
     restrictions on  transferability.  Said restrictions  shall be removed from
     such shares of  Restricted  Stock,  and said shares shall become and remain
     transferable on and after ______________.

4.   Termination of Employment.  In the event the Employee's employment with the
     Employer or any other  Affiliate by which the Employee may  subsequently be
     employed,  is terminated for any reason (except as specifically provided in
     Paragraph  7 below),  then all  shares of  Restricted  Stock that are still
     subject to  restrictions  under this  Agreement  shall be  returned  to the
     Company  as of the  date  of  such  termination  and  all  such  shares  of
     Restricted  Stock shall be forfeited by the Employee as of the date of such
     termination.

5.   Acquisition  and  Possession  of Restricted  Stock.  The  Restricted  Stock
     granted  hereunder  shall  be  promptly  acquired  for the  Employee  and a
     certificate or  certificates  for such  Restricted  Stock shall be promptly
     provided  in the  Employee's  name.  Unless as  otherwise  provided in this
     Paragraph 5, the Company shall hold the certificate or certificates for the
     shares  of   Restricted   Stock   until  the  date  the   restrictions   on
     transferability  are removed in  accordance  with  Paragraph  3 above.  The
     Committee may, in its sole discretion and at any time prior to the date the
     restrictions on transferability  are removed in accordance with Paragraph 3
     above, require (i) that the stock certificate or certificates  representing
     such  shares  shall be  imprinted  with a legend  stating  that the  shares
     represented  thereby  are the  restricted  shares  subject to the terms and
     conditions  of this  Agreement  and, as such,  may not be sold,  exchanged,
     transferred,  pledged,  hypothecated  or  otherwise  disposed  of except in
     accordance  with the terms of this  Agreement,  and if the Committee  makes
     such  requirement,  then each transfer  agent for the Common Stock shall be

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<PAGE>

     instructed to like effect with respect to such shares, and/or (ii) that the
     Employee shall,  upon receipt of the certificate or certificates  therefor,
     deposit such instrument of transfer,  appropriately endorsed in blank, with
     an escrow  agent  designated  by the  Committee,  which may be the Company,
     under a deposit  agreement  containing  such  terms and  conditions  as the
     Committee  shall  approve,  with the expenses of such escrow to be borne by
     the Company.

6.   Rights to Dividends and Voting Rights. During the Period of Restriction and
     prior to the removal of restrictions as set forth in Paragraph 3 above, the
     Employee shall be the shareholder of all shares of Common Stock represented
     by the stock  certificates,  and shall be  entitled  to receive  all voting
     rights and dividends associated with the Restricted Stock as with all other
     Company Common Stock shareholders; provided, however, that the shares shall
     be subject to the restrictions on transferability  set forth in Paragraph 2
     above.

7.   Special Conditions.

     (a)  Change in Control.  The  restrictions on all Restricted  Stock granted
          pursuant  to this  Agreement  shall be fully  removed in the event the
          employment of the Employee is terminated by the Company,  an Affiliate
          of the Company, or a successor to the Company, without Cause following
          a Change in Control, and the Employee shall take full and unrestricted
          ownership of such shares.

     (b)  Death or  Disability.  In the event that,  after the expiration of one
          year  from  the  Grant  Date,  the  Employee  dies  or  experiences  a
          Disability  as defined  in the Plan and  becomes  eligible  to receive
          long-term disability benefits under the Company's Long-Term Disability
          Plan then in effect,  then the restrictions on the Restricted Stock as
          set forth in Paragraph 3 of this Agreement  shall be  immediately  and
          fully  removed,  and the Employee or his  Designated  Beneficiary  (as
          applicable) shall take full and unrestricted ownership of such shares.

     (c)  Retirement.  In the event that the Employee terminates employment with
          the  Employer,  or any  other  Affiliate  by which  the  Employee  may
          subsequently be employed,  at or following Early  Retirement or Normal
          Retirement,  as  defined  in  the  Plan,  the  Committee  may,  in its
          discretion,  remove  any  time-based  Period  of  Restriction  on  the
          Restricted Stock.

8.   Capital Adjustments.  If under Section 6.4 of the Plan the Employee, as the
     owner of the shares of the  Restricted  Stock,  shall be  entitled  to new,
     additional or different  shares of stock or  securities,  (i) the Committee
     may require that the  certificate or  certificates  for, or other evidences
     of, such new, additional or different Stock or securities,  together with a
     stock power or other instrument of transfer appropriately  endorsed,  shall
     be (x) imprinted  with a legend as provided in Paragraph 5 above and/or (y)

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<PAGE>

     deposited  by the  Employee  under the deposit  agreement  provided  for in
     Paragraph 5 above, and (ii) such certificate or certificates  for, or other
     evidences of, such new additional or different  Stock or securities,  shall
     be subject to the restrictions on  transferability as provided in Paragraph
     3 above.

9.   Taxes.  By  acceptance  of this  Agreement,  the  Employee  agrees that the
     Committee  may require the Employee to remit to or reimburse  the Affiliate
     that  employs  the  Employee  as of the  date  of any  scheduled  lapse  of
     restrictions  as specified in Paragraph 3 above for the amount of any taxes
     required to be deducted or withheld with respect to the  Restricted  Stock,
     or in lieu  thereof  such  Affiliate  may  withhold (or the Employee may be
     provided  the  opportunity  to elect to  tender)  the  number  of shares of
     Restricted Stock equal in Fair Market Value to the amount of taxes required
     to be withheld.  Additionally,  the Employee agrees that the Affiliate that
     employs the  Employee as of such date of lapse of  restrictions  shall have
     the right to deduct or  withhold  any taxes  required by law to be withheld
     with  respect  to the  Restricted  Stock from any sums due or to become due
     from such Affiliate to the Employee.

10.  Waiver of Election. By acceptance of this Agreement, the Employee agrees to
     irrevocably waive his right to make an election (as permitted under Section
     83(b) of the Code) to include in gross income for the taxable year in which
     the Restricted Stock is granted an amount equal to the Fair Market Value of
     the Restricted Stock.

11.  Compliance  With  Laws.  If the  Company,  in its  sole  discretion,  shall
     determine that it is necessary to comply with applicable  securities  laws,
     the  certificate or  certificates  representing  any shares of Common Stock
     delivered to the Employee  under this  Agreement  shall bear an appropriate
     legend in form and substance,  as determined by the Company,  giving notice
     of applicable restrictions on transfer under or with respect to such laws.

12.  Registration  of  Securities.  The Employee  covenants  and agrees with the
     Company that if, with  respect to any shares of Common  Stock  delivered to
     the  Employee   pursuant  to  this  Agreement,   there  does  not  exist  a
     Registration  Statement on an appropriate  form under the Securities Act of
     l933,  as amended  (the "Act"),  which  Registration  Statement  shall have
     become  effective  and shall  include a  prospectus  that is  current  with
     respect to the shares  subject to this  Agreement,  then the Employee shall
     execute  a  certificate  to the  Company  indicating  (i) that he takes the
     shares  for  his  own  account  and  not  with a  view  to  the  resale  or
     distribution  thereof,  (ii) that any subsequent  offer for sale or sale of
     any  such  shares  shall  be made  either  pursuant  to (x) a  Registration
     Statement  on  an  appropriate  form  under  the  Act,  which  Registration
     Statement shall have become  effective and shall be current with respect to
     the shares being  offered and sold,  or (y) a specific  exemption  from the
     registration   requirements  of  the  Act  and  any  rules  or  regulations
     thereunder and any applicable state securities laws and regulations, but in
     claiming such exemption, the Employee shall, prior to any offer for sale or

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<PAGE>

     sale of such shares, obtain a favorable written opinion from counsel for or
     approved by the Company as to the applicability of such exemption and (iii)
     that the Employee agrees that the  certificate or  certificates  evidencing
     such shares shall bear a legend to the effect of the foregoing.

13.  Priority of Documents.  This Agreement is subject to all terms, conditions,
     limitations  and  restrictions  contained  in  the  Plan,  which  shall  be
     controlling in the event of any conflicting or inconsistent provisions.

14.  No Employment Contract.  This Agreement is not a contract of employment and
     the terms of the Employee's  employment  shall not be affected hereby or by
     any  agreement  referred  to herein  except to the extent  specifically  so
     provided herein or therein. Nothing herein shall be construed to impose any
     obligation on the Employer,  or any other  Affiliate for which the Employee
     may subsequently perform services,  to continue the Employee's  employment,
     and it shall not impose any obligation on the Employee's  part to remain in
     the employ of any Affiliate.

15.  Company  Information.  Employee  acknowledges  and agrees that  neither the
     Company,  its  shareholders  nor its directors and officers has any duty or
     obligation to disclose to the Employee any material  information  regarding
     the  business of the  Company or  affecting  the value of the Common  Stock
     before or at the time of a termination of the employment of the Employee by
     the  Employer,   or  any  other   Affiliate  for  which  the  Employee  may
     subsequently   perform  services,   including,   without  limitation,   any
     information  concerning  plans for the Company to make a public offering of
     its  securities or to be acquired by or merged with or into another firm or
     entity.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and date set forth above.

Progress Energy, Inc.



By:
   ---------------------------------------
   (Name)
   (Title)


ACCEPTED:


------------------------------------------
(Name)
Employee

Date:
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