Limited Waiver Agreement between Cogentrix Energy, Inc. and James R. Pagano (January 23, 2002)

          THIS LIMITED WAIVER AGREEMENT is made and entered into as of this 23rd day of January, 2002, by and between COGENTRIX ENERGY, INC., a North Carolina corporation (the "Corporation"), and JAMES R. PAGANO (the "Executive").

          The Corporation and the Executive are parties to an Executive Employment Agreement, dated as of January 1, 1999, as amended (the "Employment Agreement"), covering the terms and conditions of the Executive's employment with the Corporation.

          Subject to the execution and delivery of this Limited Waiver Agreement, the Corporation shall pay a performance bonus to the Executive in the amount of four hundred fifty thousand dollars ($450,000) for 2001 (the "2001 Performance Bonus"). The Corporation and the Executive desire to limit the consideration of the 2001 Performance Bonus under certain provisions of the Employment Agreement, as set forth below.

          NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties hereto agree as follows:

          1.          Notwithstanding anything in the Employment Agreement to the contrary, in the event the payment described in paragraph 2 of that certain Amendment to Employment Agreement between the Corporation and the Executive dated November 12, 2001 becomes payable to the Executive during calendar year 2002, then solely for purposes of calculating the amount of the payment in such event (i.e., the calculation set forth in paragraph 4.a. of the Employment Agreement), the amount of the "performance bonus" component shall be the lesser of Amount A or Amount B, where:

          2.          Except as expressly modified by this Limited Waiver Agreement, the Employment Agreement shall continue in full force and effect.

          IN WITNESS WHEREOF, the parties have executed this Limited Waiver Agreement as of the day and year first above written.