ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

The information set forth under “ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT” is incorporated herein by reference.

On November 14, 2005, Peter M. Scott III, President and Chief Executive Officer of PESC, was appointed Chief Financial Officer of the Company and its subsidiaries. The terms of Mr. Scott’s employment agreement effective August 1, 2000 between him and PESC remain unchanged. The form of employment agreement was filed as Exhibit 10v to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000 (filed November 14, 2000), and a description of the material terms of the agreement contained in the Company’s 2005 Proxy Statement on Schedule 14A (filed March 31, 2005) is incorporated herein by reference. Mr. Scott is 55 years old, and the description of Mr. Scott’s business experience for the past five years, including all positions and offices held within the Company, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (filed March 16, 2005) is incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Also on July 13, 2005, the Company announced that Theresa M. Stone and W. Steven Jones have been elected to the Board of Directors of the Company. Ms. Stone and Mr. Jones were also elected to the Boards of Directors of the Company’s subsidiaries, Carolina Power & Light Company d/b/a Progress Energy Carolinas, Inc. (“PEC”) and Florida Progress Corporation (“FPC”), effective July 13, 2005.

There is no arrangement or understanding between Ms. Stone and any other person(s) pursuant to which she was selected to serve in the above-referenced positions. Ms. Stone was appointed to the following Committees of the Company’s Board of Directors: Audit and Corporate Performance; and Finance. She was appointed to the same Committees of the Boards of Directors of PEC and FPC. During 2004, Ms. Stone had an indirect interest in routine commercial transactions involving the sale of services to the Company and/or its subsidiaries; however, none of those interests were material, and thus are not required to be disclosed. There are no currently proposed transactions involving the Company or any of its subsidiaries in which Ms. Stone has or will have a material interest.

There is no arrangement or understanding between Mr. Jones and any other person(s) pursuant to which he was selected to serve in the above-referenced positions. Mr. Jones was appointed to the following Committees of the Company’s Board: Finance; and Organization and Compensation. He was appointed to the same Committees of the Boards of Directors of PEC and FPC. During 2004, Mr. Jones had an indirect interest in routine commercial transactions involving the sale of services to the Company and/or its subsidiaries; however, none of those interests were material, and thus are not required to be disclosed. There are no currently proposed transactions involving the Company or any of its subsidiaries in which Mr. Jones has or will have a material interest.

This combined report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The matters discussed throughout this document that are not historical facts are forward-looking and, accordingly, involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and neither the Company, PEC nor FPC undertakes any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: July 19, 2005

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On May 24, 2005, Progress Energy, Inc. (the "Company") announced that Jeffrey M. Stone has been appointed to the position of Controller (Chief Accounting Officer) of the Company and its subsidiaries, Carolina Power & Light Company d/b/a Progress Energy Carolinas, Inc. (“PEC”) and Florida Progress Corporation (“FPC”), effective June 1, 2005. Mr. Stone will also serve as Controller of Florida Power Corporation d/b/a Progress Energy Florida, Inc. (“PEF”) and Progress Energy Service Company, LLC, (“PESC”). These positions have been held by Robert H. Bazemore, Jr. since 2000. Mr. Bazemore has been reassigned to the position of Vice President, Capital Planning and Control as part of the Company’s continuing efforts to provide professional growth in corporate governance, business planning and financial controls. Mr. Stone is 44 years old. His business experience during the past five years includes:

There is no arrangement or understanding between Mr. Stone and any other person(s) pursuant to which he was selected to serve in the above-referenced positions.

Mr. Stone has no family relationship with any director or executive officer of the Company or its subsidiaries.

During 2004, Mr. Stone did not have an interest in any transactions to which the Company or any of its subsidiaries was a party, and there are no currently proposed transactions involving the Company or any of its subsidiaries in which Mr. Stone has or will have an interest.

Mr. Stone entered into an employment agreement with a subsidiary of the Company, effective on June 5, 2002.

Mr. Stone’s employment agreement provides for base salary, bonuses, perquisites and participation in the various executive compensation plans offered to executives of the Company. Mr. Stone’s employment agreement includes an “Evergrow provision” which provides that on January 1 of each year (the “Extension Date”), the agreement will be extended such that the prospective term will always be two years forward. The employment agreement also provides that the Company may elect not to extend it and must notify Mr. Stone of such an election at least 60 days prior to the Extension Date.

The agreement establishes Mr. Stone’s annual salary and provides that his salary is subject to periodic review and adjustment. Mr. Stone’s target compensation under the Company’s Management Incentive Compensation Plan is 35% of his base salary earnings. Commensurate with his additional responsibilities, Mr. Stone’s target for long-term compensation in the form of performance share awards granted pursuant to the Company’s 2002 Equity Incentive Plan will increase to 80% of his base salary earnings. Mr. Stone’s employment agreement also provides that he is eligible for participation in the Company’s Restoration Retirement Plan (the “Restoration Plan”), an unfunded retirement plan for a select group of management or highly compensated employees of participating subsidiaries. The Restoration Plan “restores” the full benefit that would be provided under the Company’s Pension Plan but for certain Internal Revenue Code limits imposed on the benefit levels of highly compensated employees. Generally, the benefit for participants is a monthly benefit payment equal to the difference between (i) a participant’s accrued benefit under the Pension Plan without regard to Internal Revenue Service compensation and benefit limits and (ii) a participant’s benefits under the Pension Plan.

The agreement with Mr. Stone provides that upon termination of employment without cause, he will be provided with his then-base salary for 18 months after the termination of his employment and will be eligible to retain all benefits in which he has vested under existing benefit plans. Additionally, the Company will reimburse him for certain health benefits for up to 18 months after the termination of his employment. The agreement provides that in the event the Company experiences a change-in-control, if Mr. Stone is designated as covered by the Company’s Management Change-in-Control Plan (“MCICP”) and is involuntarily or constructively terminated under the terms of the MCICP, then he will be entitled to the greater of the benefits available in the event of an involuntary termination without cause described above or the benefits to which he is entitled under the MCICP. If the Company terminates Mr. Stone’s employment for cause, he will be eligible to retain all benefits in which he has vested under existing benefit plans, but he shall not be entitled to any form of salary continuance or any form of severance benefits. He will also be entitled to any earned but unpaid salary. The agreement with Mr. Stone provides that if he terminates his employment voluntarily at any time, he shall retain all vested benefits but shall not be entitled to any form of salary continuance or any form of severance benefit.

This combined report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The matters discussed throughout this document that are not historical facts are forward-looking and, accordingly, involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and neither the Company, PEC, FPC nor PEF undertakes any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: May 24, 2005

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On May 11, 2005, Progress Energy, Inc. (the “Company”) announced that Richard A. Nunis will reach the mandatory retirement age for members of the Company’s Board of Directors (the “Board”) who are not full time employees of the Company this year, and thus retired from the Board at the May 11, 2005 Annual Meeting of Shareholders of the Company (the “2005 Annual Meeting”). Mr. Nunis also retired from the Boards of Directors of the Company’s wholly-owned subsidiaries, Carolina Power & Light Company d/b/a Progress Energy Carolinas, Inc. (“PEC”) and Florida Progress Corporation (“FPC”).

The Company also announced that W.D. Frederick was elected to the Board on May 11, 2005 following the 2005 Annual Meeting. Mr. Frederick had previously notified the Company that he would not stand for re-election to the Board at the 2005 Annual Meeting, citing other time commitments as the reason for his decision. As those other time commitments are no longer an issue, the Directors elected Mr. Frederick to the Board to serve until the next annual meeting of shareholders, pursuant to the provision of the Company’s By-Laws that allows Directors to fill Board vacancies. Also on May 11, 2005, Mr. Frederick was elected to the Boards of Directors of PEC and FPC. There is no arrangement or understanding between Mr. Frederick and any other individual pursuant to which he was selected. Mr. Frederick was appointed to the following Committees of the Board: Audit and Corporate Performance; Operations, Environmental, Health and Safety Issues. He was appointed to the same Committees of the Board of PEC. During 2004, Mr. Frederick did not have an interest in any transactions to which the Company or any of its subsidiaries was a party, and there are no currently proposed transactions involving the Company or any of its subsidiaries in which Mr. Frederick has an interest.

This combined report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The matters discussed throughout this document that are not historical facts are forward-looking and, accordingly, involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and neither the Company, PEC nor FPC undertakes any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: May 11, 2005

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On March 16, 2005, W. D. Frederick, Jr., a member of the Board of Directors of the Company (the “Board”), notified the Company that he would not stand for re-election to the Board at the 2005 Annual Meeting of Shareholders scheduled for May 11, 2005. Mr. Frederick cited other time commitments as the reason for his decision. Mr. Frederick has served as a Director of the Company since 2000 and also serves as a Director of PEC and FPC.

This combined report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The matters discussed throughout this document that are not historical facts are forward-looking and, accordingly, involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and neither the Company, PEC, FPC nor PEF undertakes any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: March 22, 2005