PROGRESS ENERGY, INC.
DEFERRED COMPENSATION PLAN
Restated Effective January 1, 2007
Whereas, Progress Energy, Inc. (the “Company”) adopted this Non-Employee Director
Deferred Compensation Plan (the “Plan”) as of December 16, 1981 (the “Effective Date”).
Whereas , the Company has maintained and operated the Plan since the Effective Date
pursuant to individual deferral agreements with the Company’s Directors.
Whereas , the Company adopted this written restatement of the Plan effective as of January
1, 2007 in order to clarify the rights and obligations under the Plan of the Company and its
Purpose. The purpose of the Plan is to permit the Company’s non-employee Directors to
defer all or a portion of their annual retainers and meeting fees in the form of Stock Units (as
defined below), thereby aligning the interests of the Directors with the interests of the Company’s
Limitations . Distributions required or contemplated by this Plan or actions required to be
taken under this Plan shall not be construed as creating a trust of any kind or a fiduciary relationship
between the Company and any Director, any Director’s designated beneficiary, or any other
Code Section 409A . This Plan is intended to comply with the requirements of Section 409A
of the Internal Revenue Code and the regulations and other guidance issued thereunder, as in effect
from time to time (“Section 409A”). To the extent a provision of the Plan is contrary to or fails to
address the requirements of Section 409A, the Plan shall be construed and administered as
necessary to comply with such requirements until this Plan is appropriately amended.
The following terms shall have the following meanings unless the context in which they are used clearly
indicates that some other meaning is intended: