FLORIDA POWER CORP /
EXHIBIT 10(I) TO 2003 2ND QTR FORM 10-Q
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>pei_exhibit10i-.txt
<DESCRIPTION>EXHIBIT 10(I) TO 2003 2ND QTR FORM 10-Q
<TEXT>
                                                                   Exhibit 10(i)

                              Amended and Restated
                              Progress Energy, Inc.
                           Restoration Retirement Plan


     Carolina  Power & Light  Company  established  the  Carolina  Power & Light
Company  Restoration  Retirement  Plan (the "Plan"),  effective as of January 1,
1998 ("Effective  Date"), and amended and restated the Plan effective January 1,
1999 and 2000.

     The Sponsor  hereby  restates and amends the Plan  effective as of July 10,
2002.

                                    ARTICLE I

                                     PURPOSE

     The  purpose of the Plan is to provide a means by which  certain  employees
may be provided  benefits which otherwise would be provided under the Retirement
Plan,  in the  absence of certain  restrictions  imposed  by  applicable  law on
benefits which may be provided  under the Retirement  Plan. The Plan is intended
to  constitute an unfunded  retirement  plan for a select group of management or
highly  compensated  employees  within the  meaning  of Title I of the  Employee
Retirement Income Security Act of 1974, as amended.

                                   ARTICLE II

                                   DEFINITIONS

     Capitalized  terms  which are not  defined  herein  shall have the  meaning
ascribed to them in the Retirement Plan.

     2.1  "Actuarial  Value" shall mean an  equivalent  lump sum value as of the
Benefit  Commencement Date using the average 30-year Treasury Rate for the month
of August immediately  preceding the calendar year the determination is made and
the GAR 94 mortality table (50% male, 50% female).

     2.2 "Affiliated Company" shall mean any corporation or other entity that is
required to be aggregated  with the Sponsor  pursuant to Sections  414(b),  (c),
(m), or (o) of the Code, but only to the extent so required.

     2.3  "Benefit  Commencement  Date"  shall mean the  effective  date for the
payment of a Participant's Accrued Benefit under the Retirement Plan, whether in
the form of a lump sum or an annuity.

     2.4 "Board" shall mean the Board of Directors of the Sponsor.

     2.5 "Change in Control" shall occur on the earliest of the following dates:

          (a) the date any person or group of  persons  (within  the  meaning of
     Section 13(d) or 14(d) of the Securities  Exchange Act of 1934),  excluding
     employee benefit plans of the Sponsor, becomes, directly or indirectly, the
     "beneficial  owner"  (as  defined  in  Rule  13d-3  promulgated  under  the

<PAGE>

     Securities  Act  of  1934)  of  securities  of  the  Sponsor   representing
     twenty-five  percent  (25%)  or more of the  combined  voting  power of the
     Sponsor's  then  outstanding   securities  (excluding  the  acquisition  of
     securities of the Sponsor by an entity at least eighty percent (80%) of the
     outstanding  voting  securities  of  which  are,  directly  or  indirectly,
     beneficially owned by the Sponsor); or

          (b) the date of  consummation  of a tender offer for the  ownership of
     more than fifty  percent  (50%) of the Sponsor's  then  outstanding  voting
     securities; or

          (c)  the  date  of  consummation  of  a  merger,   share  exchange  or
     consolidation  of  the  Sponsor  with  any  other   corporation  or  entity
     regardless  of which  entity is the  survivor,  other than a merger,  share
     exchange or  consolidation  which would result in the voting  securities of
     the Sponsor  outstanding  immediately prior thereto continuing to represent
     (either by remaining  outstanding or being converted into voting securities
     of the surviving or acquiring  entity) more than sixty percent (60%) of the
     combined  voting  power of the  voting  securities  of the  Sponsor or such
     surviving or acquiring entity outstanding  immediately after such merger or
     consolidation; or

          (d) the date, when as a result of a tender offer or exchange offer for
     the purchase of securities of the Sponsor  (other than such an offer by the
     Sponsor for its own securities), or as a result of a proxy contest, merger,
     share  exchange,  consolidation  or sale of  assets,  or as a result of any
     combination of the  foregoing,  individuals  who are  Continuing  Directors
     cease for any reason to constitute at least two-thirds (2/3) of the members
     of the Board; or

          (e)  the  date  the  shareholders  of the  Sponsor  approve  a plan of
     complete  liquidation  or winding-up of the Sponsor or an agreement for the
     sale or  disposition  by the  Sponsor  of all or  substantially  all of the
     Sponsor's assets; or

          (f) the date of any event which the Board determines should constitute
     a Change in Control.

A Change in Control shall not be deemed to have occurred until a majority of the
members  of the  Board  receive  written  certification  from the  Committee  on
Organization  and  Compensation  of the Board that such event has occurred.  Any
determination  that such an event has occurred  shall,  if made in good faith on
the basis of  information  available at that time, be conclusive  and binding on
the Board, the Sponsor,  the Company,  the Participants and their  beneficiaries
for all purposes of the Plan.

     2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.7 "Committee" shall mean a committee  selected by the Plan  Administrator
to hear claim disputes under Article IV of the Plan.

     2.8 "Company"  shall mean Progress  Energy,  Inc. or any successor to it in
the ownership of  substantially  all of its assets and each  Affiliated  Company
that, with the consent of the Board, adopts the Plan and is included in Appendix
A, as in effect  from time to time.  Appendix A shall set forth any  limitations

                                       2
<PAGE>

imposed on employees of Affiliated  Companies  that adopt the Plan including any
limitations on benefit  accruals,  notwithstanding  any provision in the Plan to
the contrary.

     2.9 "Compensation and Benefit Limitations" shall mean (a) the limitation on
compensation  under the Retirement Plan in accordance with Section 401(a)(17) of
the Code and (b) any limits on benefits paid under the Retirement  Plan that are
necessary for compliance with Section 415 of the Code.

     2.10 "Continuing  Directors" shall mean the members of the Board as of July
10, 2002; provided,  however,  that any person becoming a director subsequent to
such date whose  election or nomination for election was supported by 75 percent
or more of the  directors  who  then  comprised  Continuing  Directors  shall be
considered to be a Continuing Director.

     2.11 "Deferrals" shall mean a Participant's deferrals of compensation under
the MDCP to the extent not  utilized  in  calculating  a  Participant's  Accrued
Benefit under the Retirement Plan.

     2.12 "Eligible  Employee"  shall mean any member of the Retirement Plan who
is not a Participant in the Sponsor's  Supplemental Senior Executive  Retirement
Plan  and who has not  retired  or  terminated  his or her  employment  with the
Company prior to the Effective Date.

     2.13 "MDCP"  shall mean the  Progress  Energy,  Inc.  Amended and  Restated
Management Deferred Compensation Plan.

     2.14 "Participant"  shall mean an Eligible Employee who participates in the
Plan  pursuant to Article III. An Eligible  Employee  shall remain a Participant
under the Plan until the earlier of (a) all amounts payable on his or her behalf
under  the Plan  have been  paid,  (b) the  Eligible  Employee  no longer  has a
Restoration Accrued Benefit, (c) the Eligible Employee has a Termination without
a Vested  Restoration  Accrued Benefit,  or (d) the Eligible  Employee becomes a
Participant in the Sponsor's Supplemental Senior Executive Retirement Plan.

     2.15  "Restoration  Accrued  Benefit"  shall mean, as of any  determination
date, the excess of (a) a  Participant's  Accrued Benefit  calculated  under the
Retirement Plan (1) assuming a Participant's  Compensation  under the Retirement
Plan  includes  Deferrals  of a  Participant  and  (ii)  without  regard  to the
Compensation and Benefit Limitations,  over (b) a Participant's  Accrued Benefit
calculated  under the  Retirement  Plan.  For purposes of this  Section  2.15, a
Participant's Accrued Benefit for purposes of clauses (a) and (b) above shall be
calculated in the form of a Single Life Annuity for a  Participant  who does not
have a Spouse and in the form of a 50% Qualified Joint and Survivor  Annuity for
a Participant who has a Spouse,  with such calculation  performed without regard
to any other form of benefit elected by a Participant under the Retirement Plan.

     2.16  "Retirement  Plan" shall mean the Progress Energy Pension Plan, as it
may be amended from time to time, or any successor plan.

     2.17 "Sponsor" shall mean Progress Energy, Inc.

                                       3
<PAGE>

     2.18 "Spouse" shall mean the spouse of a Participant as would be determined
at the applicable time under the definition of Spouse in the Retirement Plan (or
any successor provisions).

     2.19 "Termination"  shall mean a termination of employment with the Sponsor
and all Affiliated Companies.

     2.20  "Vested  Restoration  Accrued  Benefit"  shall  mean a  Participant's
Restoration  Accrued Benefit when the Participant becomes fully vested under the
provisions of the Retirement  Plan (or any successor  provisions) or as provided
in Article VI of the Plan.

     Unless the context clearly  indicates to the contrary in  interpreting  the
Plan, any  references to the masculine  alone shall include the feminine and the
singular shall include the plural.

                                  ARTICLE III

                           PARTICIPATION AND BENEFITS

     3.1  Participation.  An Eligible Employee will participate in the Plan when
he or she has a Restoration Accrued Benefit.

     3.2 Amount of Benefit  Payable.  Subject to the  forfeiture  provisions  of
Section  3.4 and lump sum  payment  provisions  of  Section  3.5 of the Plan,  a
Participant  who  becomes  eligible  for the  payment  of a  benefit  under  the
Retirement Plan, shall be entitled to monthly benefit payments commencing on his
Benefit Commencement Date based on the Participant's Restoration Accrued Benefit
calculated  immediately  prior to the Benefit  Commencement Date and actuarially
adjusted as if an annuity  were being paid under the  Retirement  Plan as of the
Benefit  Commencement Date. The monthly payment shall be in the form of a Single
Life Annuity if the Participant has no Spouse and in the form of a 50% Joint and
Survivor Annuity if the Participant has a Spouse,  with the Spouse determined at
the Benefit Commencement Date entitled to any survivor benefit upon the death of
the Participant.

     3.3 Pre-Retirement Death Benefit. Subject to the provisions of Section 3.5,
if a surviving Spouse of a deceased  Participant  would have been eligible for a
preretirement  death benefit under the Retirement  Plan (i.e.,  the Spouse being
married to the  Participant  for a one-year  period prior to the date of death),
then upon such  Participant's  death, such Spouse shall be entitled to a monthly
benefit payment under the Plan commencing on the first day of the month in which
he or she would be entitled to commence  receiving a monthly death benefit under
the Retirement Plan, equal to the amount,  if any, by which (a) exceeds (b) each
month,  where (a) is the Spouse's monthly death benefit that would be payable in
accordance  with the provisions of the Retirement  Plan determined as if (i) the
Participant's Compensation under the Retirement Plan included Deferrals and (ii)
the  Compensation  and Benefit  Limitations did not apply, and (b) is the actual
monthly  death  benefit  payable  under the  Retirement  Plan,  and assuming for
purposes of clauses (a) and (b) that the Spouse  elected a monthly  annuity as a
death benefit under the Retirement Plan.

     3.4  Other  Termination  of  Employment;   Forfeitures.   Neither  Eligible
Employees,  Participants nor their Spouses or Beneficiaries  are entitled to any
benefits  under the Plan except as  otherwise  provided in this  Article III and

                                       4
<PAGE>

under Article VI of the Plan. Any Participant who terminates employment with the
Sponsor  and any of its  Affiliated  Companies  prior to a Change in Control and
without  being 100% vested  under the  Retirement  Plan shall not be eligible to
receive any  benefits  under the Plan and shall  forfeit his or her  Restoration
Accrued Benefit.  Any Participant  ceasing to be an Eligible Employee because he
or she becomes a Participant in the  Supplemental  Senior  Executive  Retirement
Plan shall forfeit his or her Restoration Accrued Benefit.

     Notwithstanding  any other  provision  of the  Plan,  no  benefit  shall be
payable  under the Plan with respect to an Eligible  Employee  whose  employment
with the Sponsor or any of its Affiliated  Companies is terminated for Cause. As
used  herein,  the term  "Cause"  shall be limited to (a) action by the Eligible
Employee  involving willful  malfeasance having a material adverse effect on the
Sponsor  or any of its  Affiliated  Companies  (b)  substantial  and  continuing
willful  refusal  by the  Eligible  Employee  to perform  the duties  ordinarily
performed by an employee in the same position and having  similar  duties as the
Eligible Employee, (c) the Eligible Employee being convicted of a felony, or (d)
willful  failure  to  comply  with  the  Sponsor  or the  applicable  Affiliated
Company's Code of Conduct or other Policy or Procedure.

     3.5 Lump Sum Payments.  The  Committee  shall provide for the payment under
the Plan of a cash lump sum  amount  in lieu of the  annuity  otherwise  payable
under  Sections  3.2 or 3.3, if the annuity  amount to be paid is less that $100
per month. For a Participant (or spouse) whose benefit under the Retirement Plan
is based upon the  Participant's  Cash  Balance  Account,  the lump sum shall be
equal to what the Restoration Accrued Benefit would be if "Cash Balance Account"
were substituted for "Accrued  Benefit" in Section 2.15 and Restoration  Accrued
Benefit referred to a dollar amount. For a Participant (or spouse) whose benefit
under the Retirement Plan is based on the Final Average Pay Formula Pension, the
lump sum shall be equal to the  Actuarial  Value of the  annuity  payments  that
would  otherwise be made to the  Participant  (or spouse) under  Sections 3.2 or
3.3, as the case may be.

                                   ARTICLE IV

                               PLAN ADMINISTRATION

     4.1  Administration.  The Plan shall be  administered by the Sponsor's Vice
President,  Human Resources (the "Plan  Administrator").  The Plan Administrator
and the  Committee  shall have full  authority to  administer  and interpret the
Plan,  determine  eligibility for benefits,  make benefit  payments and maintain
records  hereunder,  all in their sole and absolute  discretion,  subject to the
allocation of responsibilities set forth below.

     4.2  Delegated  Responsibilities.  The Plan  Administrator  shall  have the
authority to delegate any of his or her  responsibilities  to such persons as he
or she deems proper.

     4.3 Claims.

          (a) Claims Procedure. If any Participant,  Spouse or Beneficiary has a
     claim for benefits which is not being paid, such claimant may file with the
     Plan  Administrator  a written claim setting forth the amount and nature of
     the  claim,   supporting  facts,  and  the  claimant's  address.  The  Plan

                                       5
<PAGE>

     Administrator  shall  notify each  claimant  of its  decision in writing by
     registered or certified  mail within sixty (60) days after its receipt of a
     claim or, under  special  circumstances,  within ninety (90) days after its
     receipt of a claim.  If a claim is  denied,  the  written  notice of denial
     shall  set forth the  reasons  for such  denial,  refer to  pertinent  Plan
     provisions on which the denial is based,  describe any additional  material
     or information necessary for the claimant to realize the claim, and explain
     the claim review procedure under the Plan.

          (b) Claims Review Procedure. A claimant whose claim has been denied or
     such claimant's duly authorized  representative may file, within sixty (60)
     days after  notice of such denial is received  by the  claimant,  a written
     request  for  review of such  claim by the  Committee.  If a request  is so
     filed,  the  Committee  shall  review the claim and notify the  claimant in
     writing  of its  decision  within  sixty  (60) days  after  receipt of such
     request. In special circumstances, the Committee may extend for up to sixty
     (60) additional days the deadline for its decision. The notice of the final
     decision of the  Committee  shall  include the reasons for its decision and
     specific  references to the Plan provisions on which the decision is based.
     The decision of the Committee shall be final and binding on all parties.

                                   ARTICLE V

                                  MISCELLANEOUS

     5.1 Amendment and Termination. The Board may amend, modify or terminate the
Plan at any time, provided, however, that no such amendment or termination shall
reduce any Participant's Vested Restoration Accrued Benefit under the Plan as of
the date of such amendment or termination,  unless at the time of such amendment
or termination,  affected  Participants and spouses become entitled to an amount
equal to the equivalent actuarial value, to be determined in the sole discretion
of the Committee, of such Vested Restoration Accrued Benefit under another plan,
program or practice  adopted by a Company.  In the event the Plan is terminated,
the Sponsor shall determine whether to pay Vested  Restoration  Accrued Benefits
in the form of an actuarial  equivalent lump sum payment or defer the payment of
Vested  Restoration  Accrued  Benefits  until the  payment  of Early  Retirement
Pensions or Normal Retirement Pensions under the Retirement Plan.

     5.2  Source of  Payments.  Each  Company  will pay with  respect to its own
Eligible  Employees all benefits  arising under the Plan and all costs,  charges
and expenses relating thereto out of its general assets.

     5.3  Non-Assignability  of Benefits.  Except as otherwise  required by law,
neither  any  benefit  payable  hereunder  nor the right to  receive  any future
benefit  under  the  Plan  may be  anticipated,  alienated,  sold,  transferred,
assigned, pledged,  encumbered, or subjected to any charge or legal process, and
if any attempt is made to do so, or a person eligible for any benefits under the
Plan becomes bankrupt, the interest under the Plan of the person affected may be
terminated by the Plan Administrator  which, in his or her sole discretion,  may
cause  the  same to be held or  applied  for the  benefit  of one or more of the
dependents of such person or make any other disposition of such benefits that it
deems appropriate.


                                       6
<PAGE>

     5.4 Plan Unfunded. Nothing in the Plan shall be interpreted or construed to
require a Company  in any  manner to fund any  obligation  to the  Participants,
terminated Participants,  or beneficiaries  hereunder.  Nothing contained in the
Plan nor any action taken hereunder shall create,  or be construed to create,  a
trust of any  kind,  or a  fiduciary  relationship  between  a  Company  and the
Participants, terminated Participants,  beneficiaries, or any other persons. Any
funds  which may be  accumulated  by a Company in order to meet any  obligations
under  the Plan  shall for all  purposes  continue  to be a part of the  general
assets of a Company; provided,  however, that a Company may establish a trust to
hold funds  intended to provide  benefits  hereunder to the extent the assets of
such trust become subject to the claims of the general creditors of such Company
in the event of bankruptcy or insolvency of such Company. To the extent that any
Participant,  terminated Participant,  or beneficiary acquires aright to receive
payments from a Company under the Plan, such rights shall be no greater than the
rights of any unsecured general creditor of such Company.

     5.5 Applicable Law. All questions pertaining to the construction,  validity
and effect of the Plan shall be determined  in  accordance  with the laws of the
State of North Carolina to the extent not preempted by Federal law.

     5.6 Limitation of Rights.  The Plan is a voluntary  undertaking on the part
of the Sponsor and each Company.  Neither the  establishment of the Plan nor the
payment of any benefits  hereunder,  nor any action of the Sponsor, a Company or
the Plan Administrator shall be held or construed to be a contract of employment
between the Sponsor,  a Company and any Eligible  Employee or to confer upon any
person  any  legal  right to be  continued  in the  employ of the  Sponsor  or a
Company. The Sponsor and each Company expressly reserves the right to discharge,
discipline or otherwise terminate the employment of any Eligible Employee at any
time.  Participation  in the Plan gives no right or claim to any benefits beyond
those which are expressly  provided  herein and all rights and claims  hereunder
are limited as set forth in the Plan.

     5.7  Severability.  In the event any  provision  of the Plan  shall be held
illegal  or  invalid,  or  the  inclusion  of any  Participant  would  serve  to
invalidate  the Plan as an unfunded  plan for a select  group of  management  or
highly compensated  employees under ERISA, then the illegal or invalid provision
shall be deemed to be null- and void,  and the Plan shall be  construed as if it
did not contain  that  provision  and in the case of the  inclusion  of any such
Participant,  a separate plan,  with the same  provisions as the Plan,  shall be
deemed to have been  established for the Participant or Participants  ultimately
determined not to constitute a select group of management or highly  compensated
employees.

     5.8  Headings.  The  headings to the  Articles and Sections of the Plan are
inserted for  reference  only,  and are not to be taken as limiting or extending
the provisions hereof.

     5.9  Incapacity.   If  the  Plan  Administrator   shall  determine  that  a
Participant,  or any other  person  entitled  to a  benefit  under the Plan (the
"Recipient")  is  unable  to care for his or her  affairs  because  of  illness,
accident, or mental or physical incapacity, or because the Recipient is a minor,
the Plan  Administrator may direct that any benefit payment due the Recipient be
paid  to his  or  her  duly  appointed  legal  representative,  or,  if no  such
representative is appointed,  to the Recipient's spouse, child, parent, or other

                                       7
<PAGE>

blood  relative,  or to a person  with  whom the  Recipient  resides  or who has
incurred expense on behalf of the Recipient. Any such payment so made shall be a
complete discharge of the liabilities of the Plan with respect to the Recipient.

     5.10 Binding Effect and Release.  Obligations  incurred by the Sponsor or a
Company  pursuant  to this Plan shall be binding  upon the Sponsor or a Company,
its successors and assigns,  and inure to the benefit of the  Participant or his
Eligible Spouse.  All persons accepting  benefits under the Plan shall be deemed
to have consented to the terms of the Plan. Any payment or  distribution  to any
person entitled to benefits under the Plan shall be in full  satisfaction of all
claims against the Plan, the Committee,  and the Sponsor and any Company arising
by virtue of the Plan.

                                   ARTICLE VI

                                CHANGE IN CONTROL

     Upon the occurrence of a Change in Control,  the following provisions shall
become effective immediately:

     6.1 Vesting. There shall be full Vesting of each Participant's  Restoration
Accrued   Benefit,   regardless  of  any  termination  of  employment  prior  to
eligibility for an Early Retirement  Pension under the Retirement Plan, if he or
she is otherwise vested under the Retirement Plan.

     6.2 No  Reduction  Benefit.  No amendment  or  termination  of the Plan may
reduce  any  Participant's  Restoration  Accrued  Benefit as of the date of such
amendment or termination.

     6.3  Contributions to Trust. The Sponsor shall  irrevocably set aside funds
in one or more grantor  trusts,  subject to the provisions of Section 5.4, in an
amount that is  sufficient  to pay each  Participant  (or  Spouse) the  benefits
accrued  under the Plan as of the date of the Change in Control.  Any such trust
shall be subject to the claims of the  general  creditors  of the Sponsor in the
event of the bankruptcy or insolvency of the Sponsor.


                                       8
<PAGE>



                                   APPENDIX A

     North Carolina  Natural Gas Company solely with respect to accrued benefits
on or after January 1, 2000 so that no Restoration Accrued Benefit is calculated
under the Plan with respect to employment prior to January 1, 2000.

     Progress  Energy  Florida,  Inc.  (non-bargaining  employees)  solely  with
respect to accrued  benefits on or after January 1, 2002 so that no  Restoration
Accrued Benefit is calculated under the Plan with respect to employment prior to
January 1, 2002.

     Progress Telecom  Corporation solely with respect to accrued benefits on or
after January 1, 2002 so that no Restoration Accrued Benefit is calculated under
the Plan with respect to employment prior to January 1, 2002.

     Progress Fuels  Corporation  (corporate  employees)  solely with respect to
accrued  benefits  on or after  January 1, 2002 so that no  Restoration  Accrued
Benefit is calculated under the Plan with respect to employment prior to January
1, 2002.

     Progress Energy Carolinas, Inc.

     Progress Energy Service Company, LLC

     Progress Energy Ventures, Inc.

                                       9

</TEXT>
</DOCUMENT>
