Carolina Power & Light Restricted Stock Agreement
This Agreement is made as of the day of , , between Carolina Power & Light Company, a North Carolina
corporation (the "Company"), and , an executive with the Company (the "Employee").
WHEREAS, the Board of Directors and shareholders of the Company have approved and adopted the Carolina
Power & Light Company 1997 Equity Incentive Plan (the "Plan");
WHEREAS, Section 9 of the Plan provides for the granting of Restricted Stock by the Personnel, Executive
Development, and Compensation Committee of the Company's Board of Directors (now known as the
Committee on Organization and Compensation, hereinafter the "Committee") to key employees of the Company;
WHEREAS, the Company desires to provide an incentive to the Employee so that he will exert his utmost efforts
on the Company's behalf and thus enhance the Company'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 ar