PROGRESS ENERGY, INC.
NON-EMPLOYEE DIRECTOR STOCK UNIT PLAN
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 desires to amend and restate the Plan to reflect the new name of the Plan and to
provide additional protection to participants in the event of a Change of Control.
1.5 Now, therefore, effective July 10, 2002, the Company adopts this amended and restated Progress Energy,
Inc. Non-Employee Director Stock Unit Plan.
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.
The following terms shall have the following meanings unless the context indicates otherwise:
3.1 "Annual Stock Unit Grant" shall mean a grant of Stock Units as described in
Section 5.2 below.
3.2 "Board" shall mean the Board of Directors of the Company.
3.3 "Change of Control" shall mean the earliest of the following dates:
(1) the date any person or