Exhibit 10(ii)
DEFERRED COMPENSATION PLAN FOR BOARD OF DIRECTORS
METHOD OF PAYMENT AGREEMENT
Agreement by and between ___________________________ (the "Director") and
PROGRESS ENERGY, INC. (the "Company").
WITNESSETH
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WHEREAS, Director has served or will serve as a member of the Board of
Directors of the Company (the "Board");
WHEREAS, the Board previously has adopted a Deferred Compensation Plan (the
"Plan") for the benefit of the directors, which Plan is incorporated herein;
WHEREAS, a portion of the Director's annual retainer and certain matching
contributions of the Company are automatically deferred under the Plan, and
Director has been or will be eligible to defer by means of annual deferral
agreements (the "Deferral Agreements") the receipt of some or all of Director's
retainer and fees (other than the portion that is automatically deferred) (all
amounts automatically or electively deferred under the Plan and the Deferral
Agreements being referred to collectively herein as the "Amounts Deferred"),
until the calendar year after the year in which Director ceases to be a member
of the Board;
WHEREAS, under the terms of the Plan and the Deferral Agreements, Director
has been permitted to elect future payment of the Amounts Deferred in the form
of either a single, lump-sum payment or a series of up to ten (10) annual
installments.
AGREEMENT
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NOW, THEREFORE, in consideration of the premises, the Company and Director
hereby agree as follows:
1. Election of Method of Payment. All Amounts Deferred beginning on or
after January 1, 2005, shall be paid (choose one):
[ ] Through the transfer, as soon as practicable after the last
business day of the calendar year in which Director ceases to be
a member of the Board, of a single, lump-sum payment in cash
determined in accordance with the applicable Deferral Agreements;
or
[ ] In a series of _______ annual installments (not more than 10)
commencing on the first business day of the calendar year
following the year in which Director ceases to be a member of the
Board. The amount of cash in each such installment shall be
determined in accordance with the applicable Deferral Agreements.
The unpaid portion of the Director's Unit Account shall continue
to be adjusted, as provided in the applicable Deferral
Agreements, during the period that Director is receiving such
installment payments.
2. Change of Election. Director may not change the method of payment
elected in Section 1 hereunder.
3. Ratification and Approval of Terms. This Agreement supersedes any prior
Method of Payment Agreements with respect to the method of payment of the
Amounts Deferred beginning on or after January 1, 2005. The Agreement shall not
affect any Deferral or Method of Payment Agreements with respect to the method
of payment of Amounts Deferred prior to January 1, 2005. In all other respects,
the Plan and the Deferral Agreements as in effect prior to the date of this
Agreement are hereby ratified and approved.
4. Governing Law. This Agreement shall be interpreted in accordance with,
and all rights hereunder shall be governed by and construed in accordance with,
the laws of the State of North Carolina.
5. Execution in Counterparts. This Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
DIRECTOR: PROGRESS ENERGY, INC.:
By:
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Director's Signature
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Name Name
Date: Date:
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