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Exhibit 4.4
Resolutions for FPC Savings Plan
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WHEREAS, the Investment Committee (the "Committee") for the Savings Plan for
Employees Trust of Florida Progress Corporation (the "Plan"), in connection with
the Share Exchange between Florida Progress Corporation ("FPC") and CP&L Energy,
Inc. ("CP&L"), has determined that, in accordance with Section 8.03 of the Plan
document, it is appropriate to revise the Investment Funds available to Members
in the plan.
NOW, THEREFORE, BE IT RESOLVED, the Committee hereby establishes a new
Investment Fund in the Plan as follows:
CP&L Energy, Inc. Common Stock Fund A Fund consisting of CP&L
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Energy, Inc. ("CP&L") Stock, together with all income and
accretions thereon, with the objective of achieving both income
and capital growth with return based on dividends and changes in
the stock's market value. The Trustee of this Investment Fund may
enter into an agreement with CP&L to purchase or sell P&L Stock
or may direct an agent independent from CP&L (hereinafter
"Independent Agent") to purchase or sell CP&L Stock. The price
for such stock, if purchased from and / or sold to CP&L, shall be
based on the New York Stock Exchange Composite Transactions on
the 15th day of each month. However, the purchase or sales price
on the reinvestment of cash dividends on CP&L Stock, if purchased
from CP&L, shall be based on the New York Stock Exchange
Composite Transactions on the dividend payment date. In the event
the 15th day of any month or a dividend payment date falls on a
date other than a business day, the purchase or sales price shall
be similarly determined on the next preceding business day. The
price of such stock, including for the reinvestment of cash
dividends, if purchased by or sold by an Independent Agent, shall
be the average price at which the Independent Agent acquires the
stock, plus any related brokerage commission to the Independent
Agent. Members or their Beneficiaries shall have all voting
rights with respect to CP&L common stock. This Investment Fund
shall include all CP&L common stock received through the Share
Exchange pursuant to the Agreement and Plan of Share Exchange
between Florida Progress Corporation and CP&L (the "share
Exchange"); and
FURTHER RESOLVED, that no additional investments shall be allowed in the Florida
Progress Corporation Company Stock Fund; and
FURTHER RESOLVED, that the above authorized actions are effective upon closing
of the Share Exchange between Florida Progress Corporation and CP&L.
