FLORIDA PROGRESS CORP, DEF 14A, 1994-03-08

FLORIDA PROGRESS CORP
DEF 14A, 1994-03-08
ELECTRIC SERVICES

Previous: VARIABLE INSURANCE PRODUCTS FUND, N-30B-2, 1994-03-08

Next: LSI LOGIC CORP, 8-K, 1994-03-08

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

FLORIDA PROGRESS CORPORATION
(Name of Registrant as Specified in Charter)

FLORIDA PROGRESS CORPORATION
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE>

P. O. Box 33042, St. Petersburg, Florida 33733

[LOGO]

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

- - --------------------------------------------------------------------------------

FLORIDA
PROGRESS
CORPRATION

March 7, 1994

To the Common Shareholders:

The Annual Meeting of the Shareholders of Florida Progress Corporation will
be held at The Coliseum, 535 Fourth Avenue North, St. Petersburg, Florida, on
Thursday, April 21, 1994, at 10:00 A.M., for the following purposes:

1. To elect four directors to serve for a three-year term;

2. To vote upon a shareholder proposal as set forth in the accompanying
proxy statement;

and to transact such other business as may properly come before the meeting or
any adjournment thereof.

The Board of Directors has fixed the close of business on February 10,
1994, as the record date for the determination of the shareholders entitled to
notice of, and to vote at, the meeting. A complete list of the shareholders
entitled to vote at the meeting will be open to the examination by shareholders
during regular business hours for a period of ten days prior to the meeting at
the principal executive offices of the Company, One Progress Plaza, St.
Petersburg, Florida 33701.

By order of the Board of Directors,

KENNETH E. ARMSTRONG
Vice President, General Counsel and
Secretary

YOU ARE URGED, WHETHER YOU OWN ONE OR MANY SHARES, TO MARK, DATE, SIGN AND
PROMPTLY MAIL THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE.
<PAGE>

FLORIDA PROGRESS CORPORATION, P. O. BOX 33042, ST. PETERSBURG, FLORIDA
33733 MARCH 7, 1994

PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS/APRIL 21, 1994

- - --------------------------------------------------------------------------------

This statement is furnished in connection with the solicitation by the
Board of Directors of Florida Progress Corporation (the "Company") of proxies to
be voted at the Annual Meeting of Shareholders to be held on April 21, 1994, or
at any adjournment thereof. Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time prior to the voting thereof by
giving written notice of revocation to the Secretary of the Company at its
principal executive offices at any time before the proxy is voted, by executing
and delivering a later-dated proxy or by attending the Annual Meeting and voting
his or her shares in person. No such notice of revocation or later-dated proxy,
however, will be effective until received by the Company at or prior to the
Annual Meeting.

Shares of Common Stock, without par value (the "Common Stock"), are the
only outstanding voting securities of the Company.

Only shareholders whose names appeared of record on the books of the
Company at the close of business on February 10, 1994, are entitled to vote at
the meeting. As of that date, there were 89,324,902 shares of Common Stock
outstanding. Each share is entitled to one vote. The attendance, in person or by
proxy, of the holders of a majority of the issued and outstanding shares of
Common Stock entitled to vote at the Annual Meeting is necessary to constitute a
quorum to transact business. The Florida Business Corporation Act (the "FBCA")
provides that directors are elected by a plurality of the votes cast and all
other matters are approved if the votes cast in favor of the action exceed the
votes cast against the action (unless the matter is one for which the FBCA or
the Company's articles of incorporation require a greater vote). Therefore,
under the FBCA abstentions and broker non-votes have no legal effect, unless a
specific percentage of those shareholders entitled to vote is required by the
FBCA or the Company's articles to approve a matter.

The cost of preparing and mailing proxy material and soliciting proxies
will be borne by the Company. Solicitation of proxies will be made by telephone
or in person with some shareholders by regular employees of the Company. In
addition, arrangements will be made with brokerage firms and other custodians,
nominees and fiduciaries to forward solicitation material for the meeting to
beneficial owners and the Company will reimburse them for their expense in so
doing.

This proxy statement and accompanying notice and form of proxy are first
being sent to the shareholders of the Company on or about March 7, 1994.

ELECTION OF DIRECTORS

The Board of Directors of the Company consists of twelve members, divided
into three classes of equal size. The current terms of the three classes expire
in 1994 (Class I directors), 1995 (Class II directors) and 1996 (Class III
directors). Directors are generally elected for three-year terms.

Four Class I directors with terms expiring in 1997 are to be elected at the
Annual Meeting. The Board of Directors has nominated four persons, all of whom
are currently directors, to stand for election at the Annual Meeting. The four
persons nominated for election as Class I directors receiving the four highest
totals of votes cast in favor of his or her election will be elected as a Class
I

1
<PAGE>
director. Each share of Common Stock entitles its holder to cast one vote in
respect of each director to be elected. Votes may not be cumulated.

It is the intention of the persons named in the accompanying proxy, unless
otherwise directed, to vote all proxies FOR the election of the four nominees of
the Board of Directors as directors of the Company. Directors elected at the
Annual Meeting, after being duly qualified, will serve until their successors
are elected and qualified.

The Board of Directors has been informed that all nominees are willing to
serve as directors, but if any of them should decline or be unable to serve as a
director, the persons named in the accompanying proxy will vote for the election
of another person or persons as they, in their discretion, may choose. The Board
of Directors has no reason to believe that any nominee will be unable or
unwilling to serve.

INFORMATION AS TO NOMINEES

The names and ages of the nominees for election as directors, their
principal occupations, or employment during the past five years, including a
brief biography, and the first year elected as a director, are as follows:

NOMINEES FOR TERMS EXPIRING IN 1997
(CLASS I DIRECTORS)

<TABLE>
<S> <C>
- - ------------------ MICHAEL P. GRANEY, age 50, Partner, Simpson Thacher & Bartlett,
- - ------------------ Columbus, Ohio. He has practiced law with this New York-based law firm
- - ------------------ since 1980 and is now resident partner in its Ohio office. His
- - ------------------ specialties are utilities, anti-trust and litigation. He is a member of
- - ------------------ the American, Ohio and Columbus Bar Associations and the Federal Energy
- - ------------------ Bar Association. Committees: Executive; Compliance; Nominating,
- - ------------------ Chairman; Indemnification, Chairman. Director since 1991
- - ------------------
- - ------------------
- - ------------------
- - ------------------
- - ------------------ RICHARD KORPAN, age 52, President and Chief Operating Officer. He joined
- - ------------------ the Company in June 1989 as Executive Vice President and Chief Financial
- - ------------------ Officer and was elected President and Chief Operating Officer effective
- - ------------------ December 1, 1991. Prior to joining the Company, he was President and
- - ------------------ Chief Executive Officer of Pacific Diversified Capital Company, a
- - ------------------ subsidiary that comprises the non-utility operations of San Diego Gas &
- - ------------------ Electric Company ("SDG&E"). From 1979 to 1986, he held several positions
- - ------------------ with SDG&E including Senior Vice President and Chief Financial Officer,
- - ------------------ Group Vice President-Finance, and Treasurer. After practicing law in
- - ------------------ Colorado, he served in various financial positions at Public Service
- - ------------------ Company of Colorado before joining SDG&E. He is a director of SunBank of
Tampa Bay, Ruth Eckerd Hall's PACT, Inc., the Florida Chamber of
Commerce, and also serves on the board of trustees for Morton Plant
Hospital Association. Committees: Executive; Finance and Budget.
Director since 1989*
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
- - ------------------ JOAN D. RUFFIER, age 54, General Partner, Sunshine Cafes, Orlando,
- - ------------------ Florida, a food and beverage concession business at major Florida
- - ------------------ airports. From 1978 to 1982 she served as a management consultant to the
- - ------------------ National Association of Bank Women. From 1982 to 1986, she practiced
- - ------------------ public accounting with the firm of Colley, Trumbower & Howell. In 1986,
- - ------------------ she assumed her present position. She is a member of the Administrative
- - ------------------ Board of Sun Bank, N.A. in Orlando, and the board of the Jacksonville
- - ------------------ Branch of the Federal Reserve Bank of Atlanta. She also serves on the
- - ------------------ boards of directors of SunHealth Corporation and Sun Health Enterprises,
- - ------------------ Inc. of Charlotte, North Carolina. She was a member and chairman of the
- - ------------------ Board of Regents of the State University System of Florida. She also
serves as a director of the University of Central Florida Foundation,
the University of Florida Foundation, the Community Foundation Central
Florida Inc. and the Economic Development Commission of Mid-Florida.
Committees: Audit; Finance and Budget; Indemnification. Director since
1990*

- - ------------------ ROBERT T. STUART, JR., age 61, Rancher and Investor, Dallas, Texas. He
- - ------------------ joined Mid-Continent Life Insurance Company, now a subsidiary, in 1949,
- - ------------------ became a Vice President in 1951, President in 1954 and was Chairman of
- - ------------------ the Board and Chief Executive Officer from 1975 to 1986 when
- - ------------------ Mid-Continent was acquired by the Company. He is a member of the World
- - ------------------ Business Council, Oklahoma Cattlemen's Association, Texas & Southwestern
- - ------------------ Cattle Raisers Association, and a trustee of The Frontiers of Science
- - ------------------ Foundation. Committee: Executive. Director since 1986
- - ------------------
- - ------------------
- - ------------------
</TABLE>

The names and ages of directors who continue in terms expiring in 1995 and
1996, their principal occupations, or employment during the past five years,
including a brief biography, and the first year elected as a director, are as
follows:

INFORMATION AS TO CONTINUING DIRECTORS

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1995
(CLASS II DIRECTORS)

<TABLE>
<S> <C>
- - ------------------ ALLEN J. KEESLER, JR., age 55, Group Vice President, Utility Group and
- - ------------------ President and Chief Executive Officer of Florida Power Corporation
- - ------------------ ("Florida Power"). He joined Florida Power Corporation in 1963. He
- - ------------------ served as President and Chief Executive Officer of Talquin Corporation,
- - ------------------ a former subsidiary, from January 1983 through February 1988 and was
- - ------------------ Group Vice President, Development Group of the Company from January 1986
- - ------------------ through February 1988. He is a director of SouthTrust Corporation and
- - ------------------ the Edison Electric Institute and an officer and board member of the
- - ------------------ Southeastern Electric Exchange. He also serves on the board of trustees
- - ------------------ of All Children's Hospital in St. Petersburg, Florida. Committee:
- - ------------------ Finance and Budget. Director since 1992*
</TABLE>

3
<PAGE>

<TABLE>
<S> <C>
- - ------------------ VINCENT J. NAIMOLI, age 56, Chairman, President and Chief Executive
- - ------------------ Officer of Anchor Industries International, Inc., Tampa, Florida, an
- - ------------------ operating and holding company. He is also Managing General Partner of
- - ------------------ the Tampa Bay Baseball Ownership Group, St. Petersburg, Florida. In
- - ------------------ conjunction with the business activities of Anchor, Mr. Naimoli
- - ------------------ currently serves as Chairman and Chief Executive Officer of
- - ------------------ Doehler-Jarvis Corporation, Toledo, Ohio, Chairman, President, and Chief
- - ------------------ Executive Officer of Ladish Corp, Milwaukee, Wisconsin, Chairman,
- - ------------------ President and Chief Executive Officer of Harvard Industries, Union, New
- - ------------------ Jersey, and as a director of Lincoln Foodservice Products, Inc., and
- - ------------------ Simplicity Pattern Company. He was Chairman, President and Chief
Executive Officer of Anchor Glass Container Corporation from 1983
through 1989 and began his current occupation in January 1990. He is a
Trustee of the University of Tampa. Committees: Finance and Budget;
Compensation, Nominating. Director since 1992

- - ------------------ CHARLES B. REED, age 52, Chancellor of the State University System of
- - ------------------ Florida, Tallahassee, Florida. He has been Chancellor since 1985. From
- - ------------------ 1979 to 1985, he served as Deputy Chief and Chief of Staff to Florida
- - ------------------ Governor Bob Graham. He is a director of Capital Health Plan in
- - ------------------ Tallahassee. He also serves on the Florida Council of 100, the Council
- - ------------------ on Foreign Relations, and the Business-Higher Education Forum.
- - ------------------ Committees: Finance and Budget; Nominating. Director since 1992
- - ------------------
- - ------------------
- - ------------------
- - ------------------
- - ------------------ PAUL R. VERKUIL, age 54, President and Chief Executive Officer of
- - ------------------ American Automobile Association, Heathrow, Florida, a not-for-profit
- - ------------------ federation of motor clubs serving the United States and Canada. He is
- - ------------------ the author of several books on government regulation, business and law.
- - ------------------ After practicing law in New York City from 1967 through 1971, he became
- - ------------------ professor of law at the University of North Carolina through 1978. He
- - ------------------ was dean of Tulane University Law School from 1978 through 1985. He next
- - ------------------ served as the 24th President of the College of William and Mary,
- - ------------------ Williamsburg, Virginia until accepting his current position which began
- - ------------------ January 1, 1992. He is a director of NationsBank of Florida, N.A. and a
- - ------------------ member of the World Travel and Tourism Council and the National Travel
and Tourism Awareness Council. Committees: Finance and Budget;
Indemnification. Director since 1993
</TABLE>

4
<PAGE>

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1996
(CLASS III DIRECTORS)

<TABLE>
<S> <C>
- - ------------------ JACK B. CRITCHFIELD, age 60, Chairman of the Board and Chief Executive
- - ------------------ Officer. He was a director of Florida Power from 1975 through 1978 and
- - ------------------ in 1983, became Vice President of Florida Power's Eastern and Ridge
- - ------------------ Divisions. He then served the Company as Group Vice President, Energy
- - ------------------ and Technology Group and President of Electric Fuels Corporation
- - ------------------ ("Electric Fuels"), a subsidiary, from 1987 until February 1988, when he
- - ------------------ was elected President and Chief Operating Officer. On February 1, 1990,
- - ------------------ he became President and Chief Executive Officer and on January 1, 1991,
- - ------------------ became Chairman of the Board. He is a director of Barnett Banks, Inc.,
- - ------------------ Jacksonville, and serves as Chairman of the Florida Council of 100.
- - ------------------ Committee: Executive, Chairman. Director since 1988*

- - ------------------ CLARENCE V. MCKEE, ESQ., age 51, Chairman and Chief Executive Officer of
- - ------------------ McKee Communications, Inc., radio and television property investments,
- - ------------------ Tampa, Florida. From 1987 to 1992, he served as Chairman and Chief
- - ------------------ Executive Officer of WTVT Holdings, Inc. He served as Counsel to Pepper
- - ------------------ & Corazinni, a Washington, D.C. communications law firm, from 1980 until
- - ------------------ 1987, when he became a co-owner of WTVT Holdings, Inc., licensee of
- - ------------------ WTVT-TV, Tampa, Florida. He also served two years as a television
- - ------------------ commentator for the Fox Broadcasting Network. He is a director of
- - ------------------ Barnett Bank of Tampa and Barnett Banks, Inc., Jacksonville. He is
- - ------------------ Chairman of the Florida Association of Broadcasters and Chairman of the
- - ------------------ Communications Committee of the Florida Council of 100. Committees:
Compensation, Chairman; Audit. Director since 1989*

- - ------------------ RICHARD A. NUNIS, age 61, Chairman of Walt Disney Attractions, Orlando,
- - ------------------ Florida. He has held various positions with the Disney organization
- - ------------------ since 1955, including vice president, Operations in 1968, executive vice
- - ------------------ president of DISNEYLAND and Walt Disney World in 1972, president of Walt
- - ------------------ Disney Attractions in 1980, and his current position since 1991. He is a
- - ------------------ director of The Walt Disney Company; Sun Banks, N.A., Orlando;
- - ------------------ University of Central Florida Foundation, Inc.; and serves as vice
- - ------------------ chairman of the Florida Council of 100, and a member of the Executive
- - ------------------ Committee of the Economic Development Commission of Mid-Florida.
- - ------------------ Committees: Executive; Compensation; Finance and Budget, Chairman.
- - ------------------ Director since 1989

- - ------------------ JEAN GILES WITTNER, age 59, President of Wittner & Company, St.
- - ------------------ Petersburg, Florida, a firm involved in real estate management and
- - ------------------ insurance brokerage and consulting. She previously served as President
- - ------------------ and Chief Executive Officer of a savings association from 1975 until it
- - ------------------ was sold on December 31, 1986. She then became President of Wittner
- - ------------------ Securities, Inc. In November, 1989, she became President of Wittner &
- - ------------------ Company. She has been a director of Florida Power since 1977. She also
- - ------------------ serves on the board of the Florida Orchestra, the Goodwill Suncoast
- - ------------------ Foundation, Menorah Manor, a non-profit nursing home, and the Pinellas
- - ------------------ County Education Foundation. She is a member of the board of trustees of
- - ------------------ Eckerd College where she is Chairman of the Investment Committee.
Committees: Audit, Chairman; Compensation; Compliance. Director since
1982*
</TABLE>

- - ---------------

* Director of Florida Power Corporation

5
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning shares of the
Company's Common Stock that are held by persons known to the Company to be the
beneficial owners of more than 5% of said stock as of December 31, 1993.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OWNED(1) CLASS
---------------------------------------------------- --------------------- ----------
<S> <C> <C>
Savings Plan for Employees of Florida Progress
Corporation Trust
One Progress Plaza
St. Petersburg, Florida 33701 5,079,619 5.69%

Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404 4,638,742 5.20%
</TABLE>

SECURITY OWNERSHIP OF MANAGEMENT

The directors and nominees and all other named executive officers
individually, and the directors, nominees and executive officers of the Company
as a group, beneficially owned Common Stock as follows:

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME BENEFICIALLY OWNED(1) CLASS(2)
---------------------------------------------------- --------------------- ----------
<S> <C> <C>
JACK B. CRITCHFIELD 9,297
MICHAEL P. GRANEY 1,313
ALLEN J. KEESLER, JR. 20,526
RICHARD KORPAN 2,138
CLARENCE V. MCKEE 1,700
VINCENT J. NAIMOLI 1,357
RICHARD A. NUNIS 7,393
CHARLES B. REED 299
JOAN D. RUFFIER 2,205
ROBERT T. STUART, JR. 1,508,649(3) 1.69%
PAUL R. VERKUIL 446
JEAN GILES WITTNER 7,398
RICHARD D. KELLER 2,883
DAVID R. KUZMA 2,334
ALL 15 DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS AS
A GROUP, INCLUDING THOSE NAMED ABOVE 1,571,504 1.76%
</TABLE>

- - ---------------

(1) As used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security and/or investment power with
respect to a security. Unless otherwise noted, the number of shares held are
beneficially owned as of December 31, 1993.
(2) Unless otherwise noted, less than 1% per individual.
(3) Includes 594 shares owned by Mr. Stuart's children, as to which shares Mr.
Stuart disclaims beneficial ownership.

CERTAIN BUSINESS RELATIONSHIPS

Mr. Michael P. Graney is a partner in the law firm of Simpson Thacher &
Bartlett which provided in 1993 and continues to provide legal services to
Electric Fuels.

6
<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Based upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company pursuant to Rule 16-a-3(e) of the Exchange Act during 1993, and Form
5 and amendments thereto furnished to the Company with respect to fiscal year
1993 and written representations received from the Company, all required reports
were filed.

MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES

During 1993, the Board of Directors held five meetings. In addition,
certain directors named in the "Information as to Nominees" and "Information as
to Continuing Directors" sections attended standing committee meetings.

Audit Committee. During 1993, the Committee met three times to review
the financial statements and results of the 1992 audit, to recommend
independent auditors for 1993 and to discuss plans and objectives for
internal audit activities for 1994.

Compensation Committee. During 1993, the Committee met three times to
review and approve the total compensation opportunities and awards for the
executive officers of the Company and Florida Power, and to take actions
relating to the basic design of the Company's compensation policies for all
employees of the Company and its subsidiaries.

Nominating Committee. The Committee held no meetings during 1993. The
Committee will consider recommendations for nominees for election to the
Board of Directors submitted by shareholders. These nominations should be
submitted to the Secretary of the Company for review by the Committee. Such
nominations for the 1995 Annual Meeting of Shareholders should be submitted
no later than November 2, 1994.

During 1993, all directors attended at least 75% of the total number of
Board and pertinent committee meetings.

COMPENSATION OF DIRECTORS

As of January 1, 1994, the compensation for all of the nonemployee
directors of the Company is $22,500 per year as a retainer fee, plus a fee of
$1,500 for each meeting of the Company's Board of Directors attended.
Nonemployee directors who serve on committees of the Board or on the Boards of
the Company's subsidiaries are paid a daily meeting fee of $1,500 for subsidiary
and committee meetings attended on any one day. All or a portion of these fees
may be deferred at the discretion of a director.

Upon retiring from the Board, directors who were not employees of the
Company, or one of its subsidiaries, are eligible to receive a fee for their
availability for advice and counsel to senior management and the current Board.
This fee is equal to the annual retainer for the Board member at the time of his
or her retirement multiplied by a percentage equal to 10% for each year served
on the Board up to 100%. The fee is paid in quarterly installments for the life
of the retired director.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Michael P. Graney served on the Compensation Committee through December
31, 1993. Mr. Graney is a partner in the law firm of Simpson Thacher & Bartlett
which provided during 1993 and continues to provide legal services to Electric
Fuels.

EXECUTIVE COMPENSATION

The following table contains information with respect to compensation
awarded, earned or paid during the years 1991-1993 to (i) the Chief Executive
Officer, and (ii) the other four most highly compensated executive officers of
the Company (the "Named Executive Officers") in 1993, whose total remuneration
paid in 1993 exceeded $100,000.

7
<PAGE>
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
PAYOUTS
ANNUAL COMPENSATION(1) -----------
-------------------------- LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS PAYOUTS COMPENSATION(2)
- - ---------------------------------- ---- -------- -------- ----------- --------------
<S> <C> <C> <C> <C> <C>
JACK B. CRITCHFIELD 1993 $585,186 $396,500 $ 277,844(3) $ 10,595
Chairman and Chief Executive 1992 557,435 75,000 10,288
Officer 1991 454,522 -0-
RICHARD KORPAN 1993 $395,196 $265,000 $ 152,813(3) $ 10,595
President and Chief Operating 1992 380,000 45,000 10,288
Officer 1991 280,118 -0-

ALLEN J. KEESLER, JR. 1993 $379,548 $208,000 $ 217,250(3) $ 9,888
Group Vice President and 1992 374,163 36,000 9,603
President and Chief Executive 1991 337,412 82,000
Officer, Florida Power
Corporation
RICHARD D. KELLER 1993 $222,495 $135,000 $ -0- $ 10,010
Group Vice President and 1992 216,298 46,000 9,382
President and Chief Executive 1991 196,956 -0-
Officer, Electric Fuels Corp.

DAVID R. KUZMA 1993 $218,481 $103,750 N/A $ 9,591
Senior Vice President and 1992 212,693 45,000 9,225
Chief Financial Officer 1991 163,201 -0-
</TABLE>

- - ---------------

(1) All other annual compensation paid to the Chief Executive Officer and the
Named Executive Officers during 1993, other than salary and annual incentive
compensation, does not exceed the minimum amounts required to be reported
pursuant to Securities and Exchange Commission rules.
(2) Company contributions to its Savings Plan on behalf of the Chief Executive
Officer and the Named Executive Officers.
(3) Represents the dollar value as of February 3, 1994, the date of grant, of
shares of Common Stock earned under the 1991-1993 performance cycle of the
Company's Long-Term Incentive Plan ("LTIP"), two-thirds of which are
restricted. The total number of shares earned are as follows: Jack B.
Critchfield, 8,891 shares; Richard Korpan, 4,890 shares; Allen J. Keesler,
Jr., 6,952. The vesting schedule for the restricted stock is 50% on January
1, 1995 and 50% on January 1, 1996.

Dividends are payable on the restricted Common Stock to the extent and on
the same date as dividends are paid on all other shares of Company Common
Stock.

In the event of a change in control of the Company, all restrictions on all
shares of restricted stock shall lapse upon such change in control.

8
<PAGE>

The following table contains information with respect to performance shares
awarded in 1993 to the Chief Executive Officer and each of the Named Executive
Officers of the Company for the 1993-1995 performance cycle of the LTIP:

LONG-TERM INCENTIVE PLAN(1)
AWARDS IN 1993

<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE ESTIMATED PAYOUT AT END OF PERIOD(3)
PERFORMANCE PERIOD ------------------------------------------------
NAME SHARES(2) COVERED THRESHOLD TARGET MAXIMUM
- - ----------------------- ----------- ----------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
JACK B. CRITCHFIELD 8,281 1993-1995 4,141 shares 8,281 shares 12,422 shares
RICHARD KORPAN 5,053 1993-1995 2,527 shares 5,053 shares 7,580 shares
ALLEN J. KEESLER, JR. 4,300 1993-1995 2,150 shares 4,300 shares 6,450 shares
RICHARD D. KELLER 2,526 1993-1995 1,263 shares 2,526 shares 3,789 shares
DAVID R. KUZMA 2,166 1993-1995 1,083 shares 2,166 shares 3,249 shares
</TABLE>

- - ---------------

(1) The LTIP is a Common Stock based incentive plan for long-term growth and
performance of the Company. It was approved by the shareholders in 1990.
(See the Long-Term Incentive Compensation portion of the Report of the
Compensation Committee of the Board of Directors on page 12 for additional
information.)

(2) Performance shares awarded under the Company's LTIP which, upon achievement
of performance criteria, would result in the payout of shares of Common
Stock of the Company, two-thirds of which would be restricted for periods of
time. Payouts of shares of Common Stock are made for achieving returns on
equity equal to or exceeding the thresholds determined by the Compensation
Committee. In the event of a change in control of the Company, 150% of all
performance shares awarded under the LTIP and then outstanding would
automatically be considered earned and would be paid in shares of
unrestricted Common Stock of the Company together with shares of
unrestricted Common Stock payable for dividend equivalents accrued to the
change in control on performance shares awarded for performance cycles
starting after December 31, 1992. Also, all restrictions on shares of
restricted Common Stock previously granted and then held would terminate. As
of December 31, 1993, no restricted Common Stock was held by the Chief
Executive Officer or the Named Executive Officers.

(3) Awards are earned upon achievement of Company and/or subsidiary return on
equity goals for the three-year performance cycle.

PENSION PLAN TABLE

The table below illustrates the estimated annual benefits (based on a
straight life annuity at age 65) payable under the Company's Retirement Plan and
its Nondiscrimination Plan for specified compensation and service levels. The
current compensation, i.e., base pay, and the years of credited service that
would be used in calculating benefits under the Retirement and Nondiscrimination
Plans for the executives named in the summary compensation table are as follows:
Dr. Critchfield, $590,000, 10 years of service; Mr. Korpan, $400,000, 4 years of
service; Mr. Keesler, $383,004, 31 years of service; Mr. Keller, $225,000, 15
years of service; and Mr. Kuzma, $220,500, 3 years of

9
<PAGE>

service. The table below shows estimated Retirement and Nondiscrimination Plans
benefits using a direct 40% Social Security offset formula.

<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS PAYABLE UNDER
THE RETIREMENT PLAN AND NONDISCRIMINATION PLAN
----------------------------------------------------------------------------
SERVICE YEARS
AVERAGE ANNUAL ----------------------------------------------------------------------------
COMPENSATION 5 10 15 20 25 30 35 OR MORE
- - --------------------- -------- -------- -------- -------- -------- ---------- ----------

The estimated total annual regular benefit that a participant in the
Company's Supplemental Executive Retirement Plan ("SERP") would be entitled to
receive (including those amounts payable under the Retirement and
Nondiscrimination Plans and primary Social Security) is equal to the benefit
shown in the table above as payable under the Retirement and Nondiscrimination
Plans, but calculated as if the SERP participant had 35 years of service. The
current compensation that would be used in calculating the benefits for each
executive listed in the summary compensation table who is a SERP participant is
substantially that reported as salary and bonus in the summary compensation
table. The amounts payable under the SERP are reduced by amounts payable under
the Retirement and Nondiscrimination Plans and primary Social Security. Dr.
Critchfield and Messrs. Keesler and Korpan are participants in the SERP.

Benefits may also be paid under the SERP upon early retirement (age 55 with
five years of service, but only with the consent of the Compensation Committee
for executives with less than 15 years of service), disability, certain
terminations of employment within three years after a change in control is
deemed to have occurred, and termination after becoming 100% vested (vesting
occurs in specified situations after a person otherwise qualifies for early
retirement or when the combination of age plus years of service equals 65).
These pre-normal retirement benefits are based generally on the accrued benefit
earned by a participant as of the date of termination of employment, except that
the change-in-control benefit is 100% of the participant's projected normal
retirement benefit plus up to two years annual salary and bonus and the
disability benefit is based on 70% of the participant's then current earnings.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Executive Compensation Design

The Company's executive compensation system is intended to attract, retain
and motivate high quality executives with individually designed market-and
performance-based compensation packages that reward protection of Company assets
and enhancement of shareholder value. The Compensation Committee of the Board of
Directors of Florida Progress Corporation (the "Committee"), comprised solely of
outside directors, approves total compensation opportunities and awards for
executive officers of the Company and Florida Power. The target compensation
package for each executive officer is established annually by the Committee and
is made up of three principal components: base salary; annual cash bonus; and
long-term incentive compensation payable in Common Stock. Each executive
officer's total direct compensation is generally targeted around the 50th
percentile of compensation of persons holding similar positions or having
similar responsibili-

10
<PAGE>

ties at other electric utilities and industrial companies. Florida Power's Human
Resources Department compiled compensation data for the Committee in October
1992 for electric utilities and companies in general industry (the "Comparison
Data"). The Comparison Data was primarily an extraction of compensation data for
electric utilities having total annual revenues of $1 billion to $2 billion and
companies in general industry having total annual sales of $1 billion to $2.5
billion from compensation surveys of 100 electric utilities and 381 general
industry companies conducted by two human resources consulting firms. The
utility survey was conducted by one consultant on behalf of the Edison Electric
Institute. The general industry survey was derived from another consultant's own
compensation data base. The Company was not involved in selecting the companies
surveyed in either case.

Annual salaries are set by the Committee after considering the Comparison
Data from both the electric utility industry and general non-utility industrial
companies. The threshold, target and maximum levels for possible annual cash
bonus pools and long-term incentive awards established by the Committee are
based upon the Company's performance. As described below, the Committee retains
certain discretionary authority over the specific cash bonuses and long-term
incentives paid to individual executive officers. Because only the base salary
component of executive compensation is non-variable, a significant portion of
each executive officer's total compensation is at risk and dependent upon the
Company's annual and long-term performance.

A discussion of the three compensation components and the actions taken by
the Committee concerning the Named Executive Officers and Chief Executive
Officer follows.

Base Salary

The base salary component is market-based and is not tied to the Company's
performance. The Committee established 1993 base salaries for the Named
Executive Officers after taking into account 1992 base salaries, the salary
recommendations of the Chief Executive Officer for all executive officers other
than himself and the Comparison Data. After considering those factors, the
Committee increased the base salaries for 1993 of the Named Executive Officers
from 1992 by an average of 5.68%.

The Committee believes that the market for qualified executive talent is
broader than the companies contained in the Standard & Poor's Electrics index in
the performance graph on page 14 (the "Peer Group Companies"). Accordingly, the
Committee did not believe it was appropriate to restrict background compensation
information to that which would have been available had it used data limited to
the Peer Group Companies. For that reason, the companies in the Comparison Data
are not the same as in the Peer Group Companies.

Annual Cash Bonus Compensation

The Company's Management Incentive Compensation Plan (the "MICP") provides
annual cash bonus opportunities to officers and key employees of the Company and
its subsidiaries (including the Named Executive Officers). The threshold, target
and maximum funding level goals for annual cash bonus pools under the MICP are
established by the Committee, based upon objective measures of corporate
performance. For 1993, the goals established by the Committee for the bonus
pools in which each of the Named Executive Officers was a participant were based
upon return on equity goals for the Company's principal operating subsidiaries.
The Committee considers the projections and assumptions contained in the
relevant annual profit plan in establishing threshold, target and maximum
funding level return on equity goals for each bonus pool. Executive officers
having responsibility primarily for a single operating subsidiary have been
assigned to subsidiary pools having goals based solely on that subsidiary's
return on equity. Executive officers having Company-wide responsibilities have
been assigned to the holding company pool whose goals were a composite of
weighted operating subsidiary return on equity goals. The Committee explicitly
retains discretion to take into account, in determining if performance goals
were met, whether

11
<PAGE>

assumptions contained in the relevant profit plan were in fact valid, and if
they were not, to make appropriate adjustments to reported financial results for
purposes of computing goal achievement levels ("assumption adjustments").

After taking into account any assumption adjustments, the Committee first
determines if any of the return on equity goal levels (i.e., threshold, target
or maximum) have been met, and if any were, the total amount of cash to be
available for payment under each bonus pool, based upon such returns on equity.
Bonus pool funding levels are a mathematical function of pool participants'
target bonuses (expressed as a percentage of base salary) and the pool goal
level achieved. For example, if a subsidiary having an MICP bonus pool achieved
its threshold return on equity, the amount of cash available in the pool for the
payment of bonuses would be equal to fifty percent of the sum of all of the pool
participants' target bonuses. After these preliminary calculations, the
Committee exercises its discretion in approving the specific amount of the
annual cash bonuses to be paid to executive and other key officers based upon
the Committee's subjective evaluation of the officer's overall contributions to
the Company. The Committee takes into account recommendations of the Chief
Executive Officer in approving bonuses for individual executive and key officers
(other than the Chief Executive Officer).

The 1993 target annual bonuses for the Named Executive Officers ranged from
35% to 45% of base salary, depending upon the individual responsibilities of the
officer and the relevant Comparison Data. The amounts contained in the bonus
column of the Summary Compensation Table for the Named Executive Officers for
1993 reflect the Committee's determination that 1993 results exceeded the MICP
return on equity target goals of the Named Executive Officers, after taking into
account assumption adjustments to 1993 results which related to the increase in
the corporate federal income tax rate and costs recorded in 1993 for the
Company's early retirement programs (collectively, the "1993 assumption
adjustments"). In addition, those amounts reflect subjective assessments
approved by the Committee in determining the amount of the bonuses for the Named
Executive Officers.

Long-Term Incentive Compensation

To facilitate executive stock ownership and align the interest of key
executives with that of the Company's other shareholders in the long-term growth
and performance of the Company, the Committee awarded in 1993 the Named
Executive Officers the opportunity to earn Common Stock through the grant of
performance shares under the Company's LTIP, as indicated in the table appearing
on page 9. The LTIP is an omnibus plan approved by the shareholders in 1990. The
LTIP is administered by the Committee, whose members are ineligible to receive
awards under the LTIP. The LTIP permits the granting of all or any of the
following types of awards: (1) performance shares conditioned upon performance
criteria; (2) stock options, including both incentive stock options and
non-qualified stock options; (3) stock appreciation rights; and (4) restricted
stock awards and other forms of market-based incentive awards valued in whole or
in part by reference to, or otherwise based on, the Common Stock of the Company.
The total number of shares that can be awarded under the LTIP over its ten-year
life is 2,250,000 shares of Common Stock. No award may be granted pursuant to
the LTIP after December 31, 2000. The Compensation Committee has the authority
to select employees to whom grants are made from among officers and employees of
the Company and its subsidiaries who are expected to contribute to the long-term
success of the Company or a subsidiary.

To date, under the LTIP, the Committee has granted performance shares for
four consecutive three-year performance cycles beginning with the 1991-1993
performance cycle. To the extent earned, performance shares are converted into
shares of Common Stock. Two-thirds of the Common Stock earned is restricted for
periods of time (see footnote 3 to the Summary Compensation Table). While
restricted, such stock is subject to forfeiture upon termination of employment
and thus is not fully vested. As a result, and subject to certain exceptions for
death and retirement, an LTIP participant would not realize the full economic
benefit of his award unless he remains an

12
<PAGE>

employee for two years after the end of the period for which it is earned. Thus
a portion of an LTIP participant's total compensation for any year remains at
risk for almost five years. The Committee believes that the phased vesting of
LTIP awards helps retain key executives for the long term, while enabling
participants to realize the economic benefit of a portion of their awards within
the year after they are earned.

During 1993, the Committee modified certain LTIP administration policies.
First it changed the method of establishing return on equity goals under the
LTIP. Because the Company's financial results are significantly dependent upon
the returns on equity that Florida Power is allowed to earn by federal and state
regulatory authorities, and because it is difficult to forecast the actions of
those regulators that may affect those returns over a three-year time frame, the
Committee determined that the return on equity goals for the LTIP's three-year
performance cycles should be the sum of the three annual MICP return on equity
goals for the three years in the relevant performance cycle. The Committee also
determined that the weighting methodology used for MICP goals should also be
used for LTIP goals. On that basis, the Committee revised the goals previously
set for the 1991-1993 and 1992-1994 performance cycles and set the goals for the
1993-1995 performance cycle. The Committee concluded that the achievement over
the three-year performance cycle of the cumulative annual return on equity goals
would be an appropriate measure of the Company's long-term performance. The
Committee also determined that beginning with the 1993-1995 performance cycle,
dividend equivalents payable in Common Stock will be added to awards earned
under the LTIP. During 1993, an error in the method previously used to calculate
the number of performance shares granted for the first two performance cycles
was brought to the attention of the Committee. Corrections of the prior
calculations resulted in a reduction in the number of performance shares
previously granted under the 1991-1993 and 1992-1994 cycles.

The Committee approved the number of performance shares to be granted to
each Named Executive Officer for the 1993-1995 performance cycle that would have
a value on the date of grant equal to 35%, 40% or 45% of 1993 base salary, after
reviewing the long-term incentive opportunities reflected in the Comparison
Data. The payouts listed in the Long Term Compensation column of the Summary
Compensation Table for the Named Executive Officers on page 8 for the 1991-1993
performance cycle, reflect (i) the Committee's determination, after taking into
account the 1993 assumption adjustments and an adjustment to Florida Power's
1992 results relating to reserves for certain employee benefit claims (the "1992
assumption adjustment"), that Florida Power's 1991-1993 cumulative results
exceeded the LTIP's return on equity target goal, but the 1991-1993 cumulative
results of the relevant non-utility subsidiaries did not meet the applicable
return on equity threshold goals, and (ii) the application of a mathematical
formula converting the goal level achieved into the number of performance shares
earned.

Chief Executive Officer Compensation

As with all of the Company's executive officers, a significant portion of
Dr. Critchfield's potential total compensation (50%) is at risk and dependent in
part upon corporate performance, i.e., returns on equity of the Company's
significant operating subsidiaries. Dr. Critchfield's total direct compensation
has been targeted at or near the 50th percentile of the total direct
compensation of the chief executive officers reflected in the Comparison Data
and his base salary at 50% of his total direct compensation. The Committee
compared Dr. Critchfield's base salary with those of the chief executive
officers in the Comparison Data and for 1993 increased his base salary by 4.43%
over 1992's. The Committee established a target 1993 MICP bonus equal to 50% of
Dr. Critchfield's base salary as determined by a review of the annual bonus
payments to chief executive officers reflected in the Comparison Data. Dr.
Critchfield is in the holding company bonus pool; the method for setting its
return on equity goals was the same as described above under the caption "Annual
Cash Bonus Compensation." The MICP bonus awarded to Dr. Critchfield for 1993 in
the amount of $396,500 appearing in the bonus column of the Summary Compensation
Table on page 8 reflects the Committee's determination that 1993 results
exceeded the holding company bonus pool's return

13
<PAGE>

on equity target goals, after taking into account the 1993 assumption
adjustments and the Committee's subjective assessment of his performance. The
amount of the bonus awarded is the result of the interpolation of his target
bonus, based upon results between target and maximum goal levels. The Committee
believed that the Company's results for 1993 as well as the results of the
various operating subsidiaries warranted a bonus equal to that interpolated
amount. Dr. Critchfield's MICP bonus pool's goals are weighted 75% on Florida
Power's return on equity and 25% on a composite return on equity of certain
Company non-utility subsidiaries. The payout listed to Dr. Critchfield in the
Long Term Compensation column of the Summary Compensation Table on page 8 for
the 1991-1993 performance cycle reflects (i) the Committee's determination that,
after taking into account the 1992 and 1993 assumption adjustments, 1991-1993
cumulative results exceeded only Florida Power's LTIP return on equity target
goal for Dr. Critchfield, and did not meet the return on equity threshold
composite goal for the relevant non-utility subsidiaries, and (ii) the
application of a mathematical formula converting the goal level achieved into
the number of performance shares earned. Consequently, all of the performance
shares granted to Dr. Critchfield for the 1991-1993 performance cycle were not
earned and, therefore, not converted into Common Stock. The number of
performance shares granted to Dr. Critchfield for the 1993-1995 performance
cycle of the LTIP at target goal level as indicated in the table appearing on
page 9 was based on 50% of Dr. Critchfield's 1993 base salary. The percentage
was established by the Committee after a review of long-term incentive
opportunities given to chief executive officers in the Comparison Data. Dr.
Critchfield's goals for the 1993-1995 performance cycle were established to be
the sum of the three annual return on equity goals for 1993, 1994 and 1995 for
the MICP, weighted the same as his MICP bonus pool goals.

Deductibility of Executive Compensation

The Committee is in the process of reviewing newly adopted Section 162(m)
of the Internal Revenue Code, and the temporary and transition regulations
adopted thereunder, and analyzing their potential effects on the Company's
compensation practices. Section 162(m) would deny the Company a deduction for
compensation paid to the Chief Executive Officer and each Named Executive
Officer in a taxable year to the extent it exceeds $1 million per officer,
unless the compensation qualifies as "performance based compensation." It is
currently anticipated that during 1994 the Committee will make a determination
of the overall benefit to qualifying compensation paid to its executive officers
as performance based compensation.

Respectfully submitted,

<TABLE>
<S> <C>
Clarence V. McKee, Chairman Michael P. Graney, member until
Vincent J. Naimoli December 31, 1993
Richard A. Nunis, member since January 1994
Jean Giles Wittner
</TABLE>

14
<PAGE>

COMPANY PERFORMANCE

The following graph compares the Company's performance, as measured by the
change in price of its Common Stock plus reinvested dividends, with the Standard
& Poor's ("S&P") 500 stock index and the S&P Electric Companies stock index for
five years ended December 31, 1993:

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG FLORIDA PROGRESS, THE S & P 500 INDEX
AND THE S & P ELECTRIC COMPANIES INDEX

<TABLE>
<CAPTION>
STANDARD &
MEASUREMENT PERIOD FLORIDA STANDARD & POOR'S
(FISCAL YEAR COVERED) PROGRESS POOR'S 500 ELECTRICS
<S> <C> <C> <C>
1988 100 100 100
1989 123 132 133
1990 126 128 137
1991 166 166 178
1992 183 179 188
1993 200 197 212
</TABLE>

* $100 invested on 12/31/88 in stock or index -- including reinvestment of
dividends.
Fiscal year ending December 31.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

The firm of KPMG Peat Marwick, which has been the Company's independent
Certified Public Accountants since February 2, 1990, was recommended by the
Audit Committee and approved by the Board of Directors as the Company's auditor
for the year ended December 31, 1993. Representatives of KPMG Peat Marwick are
expected to be present at the meeting with the opportunity to make a statement
if they desire to do so and such representatives are expected to be available to
respond to appropriate questions.

The Audit Committee expects to make its recommendation as to the Company's
auditor for the current year no later than August 1994.

15
<PAGE>

SHAREHOLDER PROPOSAL

Louis D. Putney, 4805 S. Himes Avenue, Tampa, Florida 33611, the holder of
record of 81 shares of the Company's Common Stock, has notified the Company of
his intention to present the following proposal for action by the shareholders
at the meeting:

WHEREAS, we believe "the right to a secure and healthy environment, clean
air, pure water, and an earth that can nurture and support present and future
generations" to be a basic human right;

WHEREAS, we believe that our society should meet future demand for
electricity by developing renewable energy resources such as solar, biomass and
wind, and by promoting energy conservation;

WHEREAS, we believe the catastrophic accident at Chernobyl, which caused
the equivalent of $2.8 billion in damage, contaminated 400 square miles of land,
and will result in the deaths of 25,000 people, clearly exhibited the dangers of
nuclear power;

WHEREAS, a fire insulating material known as Thermo-Lag is used extensively
at the company's Crystal River nuclear reactor to protect wiring critical to the
nuclear safety systems of the reactor; in April 1992 a Special Review Team of
the NRC studied Thermo-Lag and could not determine that it would adequately
protect the safety systems and the agency has declared Thermo-Lag inoperable;

WHEREAS, the NRC has identified the Crystal River reactor as one of 14
reactors susceptible to cracking during emergency cooling procedures (thermal
shock); the cracking could occur in critical welds in the steel reactor vessel
which have become brittle due to exposure to radiation;

WHEREAS, we believe the company continues to operate the plant in disregard
of many compromises to nuclear safety, including those posed by Thermo-Lag
insulation and thermal shock; and

WHEREAS, the company has substantially reduced its work force at the
nuclear plant by laying off numerous employees, including many experienced
nuclear workers, and we believe the plant is understaffed and such layoffs have
substantially compromised nuclear safety at the plant;

NOW, THEREFORE BE IT RESOLVED that the shareholders request the Board of
Directors:

1. To devote increased resources to develop and commercialize conservation
and renewable energy programs, such as solar, biomass and wind, to meet customer
demand for electricity, and send a report on such programs to shareholders
annually (provided that the costs of preparing such report shall be limited to
amounts deemed reasonable by the Board).

2. To adopt the following policy: Florida Progress Corporation shall
immediately cease its operation of the nuclear power plant at Crystal River,
Florida, unless and until the dangers associated with its nuclear operations are
resolved.

SHAREHOLDER'S SUPPORTING STATEMENT

We believe the February 1992 report of the Safe Energy Communication
Council that the company is operating the Crystal River nuclear plant in spite
of 10 chronic uncorrected safety problems. We believe Public Citizen's 1993
report finding Crystal River to be the twenty-seventh worst of 111 U.S. nuclear
reactors.

We believe our company's actions have exhibited an insensitivity to safety
concerns in its operation of the reactor, as evidenced by the findings of the
U.S. Department of Labor and the NRC that the company discriminated against
workers at the plant for their activities as "whistleblowers" at the nuclear
plant site.

16
<PAGE>
As stockholders, we believe that Florida Progress must serve larger social
interests than the maximization of profits and should act responsibly by ceasing
its nuclear operations.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
FOR THE FOLLOWING REASONS

General

This is the tenth time since 1982 that this individual shareholder, who
holds 81 shares, has submitted a proposal at the Company's annual meeting
harshly critical of Florida Power's Crystal River nuclear plant ("CR-3"). In
prior years, as many as 96% of the shares voted at the annual meeting have been
voted against this shareholder's proposals, and over those years, an average of
92% of such shares have been voted against this shareholder's proposals.
Contrary to what the proposal's proponent would have the shareholders believe,
the Company is concerned about safety at CR-3 and believes that the plant is
being operated safely and in compliance with applicable law and regulations.

The Company believes that, contrary to this shareholder's proposal, there
is no valid reason for suspending the operation of CR-3. In fact, each of the
so-called problems he refers to have been investigated both by Florida Power and
the United States Nuclear Regulatory Commission ("NRC") and has been or is being
addressed to the NRC's satisfaction.

Thermo-Lag Insulation

Florida Power has taken a conservative approach to the concerns associated
with Thermo-Lag, and has instituted extra fire protection procedures that meet
NRC requirements.

Reactor Vessel Thermal Shock

In applying reactor vessel thermal shock safety criteria generic to all of
the 110 commercial nuclear plants operating in the United States, the NRC
determined that CR-3, along with thirteen other plants, did not meet the NRC's
generic screening criteria. Thus, those reactors, including CR-3, needed to
demonstrate their safety by providing specific analyses.

For more than fifteen years, Florida Power, together with other utilities
having nuclear steam supply systems manufactured by Babcock and Wilcox (the "B &
W owners group"), has worked with Babcock & Wilcox to develop analyses specific
to B & W-manufactured reactor vessels that demonstrate compliance with the
thermal shock safety criteria. The B & W owners group has cooperated with the
NRC throughout this process. In January 1993, the B & W owners group submitted
its final report to the NRC, which Florida Power endorsed. That report found
Babcock & Wilcox reactor vessels, including CR-3's, to be safe from thermal
shock beyond their original design life. Favorable action by the NRC on this
issue is expected.

CR-3 Staffing

During 1993, Florida Power's nuclear management team evaluated the existing
CR-3 workforce and organizational structure to develop a more effective staffing
structure for the safe and efficient operation of CR-3. That study resulted in
an announcement in November 1993 of staff and contractor position reductions
which will total about 150 by the end of 1994. While some positions have been
eliminated, others have been upgraded in recognition of the need for experienced
workers in nuclear safety-related positions. The Company believes that safety at
CR-3 has not been compromised but rather enhanced by these actions.

17
<PAGE>

Anti-Nuclear-Plant Studies

This proposal's proponent refers to several outdated studies by
anti-nuclear-power special-interest groups contending that CR-3 and other
nuclear power plants operate despite uncorrected safety issues. There are
certain open NRC licensing issues arising as a result of regulations issued by
the NRC after CR-3 and most other nuclear units began operating. Although the
NRC has reviewed and approved most actions taken by Florida Power, several
actions have not received final NRC approval. Some plant modifications mandated
by the NRC took several years to design and install. During this time, Florida
Power has cooperated with the NRC and has continued to operate CR-3 with the
approval of the NRC. Florida Power believes it has resolved all of those
licensing issues and is awaiting final NRC approval of the few remaining
actions. The shareholder's contention to the contrary is not correct.

Diversified Fuel Mix and Alternative Energy Sources

The Company believes that it is in the best interest of the Company's
shareholders and Florida Power's customers to use a variety of fuels to generate
electricity. Florida Power's 1993 fuel mix was approximately 45% coal, 18%
nuclear, 21% oil, and 16% from other sources. Florida Power expects to increase
natural gas in its fuel mix with the construction of gas-fired units in Polk
County later in the 1990s, as well as through conversion of some existing
oil-fired plants to gas. Florida Power has an award-winning load management
program that enables it to reduce customer demand during peak periods, thus
taking advantage of customer willingness to conserve consumption of electricity.
Florida Power, through its membership in the Electric Power Research Institute,
supports and participates in research and development activities in a wide range
of power generation technologies, including solar, wind and hydroelectric
storage. Additionally, Florida Power continues to support research on solar and
other generation and storage technologies at the Universities of Florida and
South Florida. Florida Power's manager of new technologies serves on the board
of the Florida Solar Energy Center, a nonprofit energy research organization
located in Cape Canaveral, Florida, which emphasizes renewable energy projects.

Each year, the Company's proxy statement is accompanied by the Company's
annual report to shareholders which provides highlights of activities of the
Company, including Florida Power, as well as a look ahead to the Company's
future plans. The Company also distributes quarterly reports to its
shareholders. The Board is satisfied that these reports provide every
shareholder with relevant information about Florida Power's plans for future
generating capacity and other programs for meeting customer demand.

Ceasing Operations at CR-3

The Company believes that the proponent's request to cease operations at
CR-3 for safety reasons is unwarranted. Moreover, the expense associated with
purchasing power to replace the generating capacity of CR-3, if it were shut
down as the proponent has suggested, would not be in the best interest of the
Company's shareholders or Florida Power's customers.

ACCORDINGLY, THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL

1995 SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the 1995 Annual
Meeting must be received for inclusion in the proxy statement and form of proxy
relating to that meeting on or before November 2, 1994. Proposals should be sent
to the Secretary of the Company, Florida Progress Corporation, P.O. Box 33042,
St. Petersburg, Florida 33733.

18
<PAGE>

GENERAL

The Board of Directors does not know of any other matters which will come
before the meeting. In the event that any other matters properly come before the
meeting, the persons named in the form of proxy intend to vote all proxies in
accordance with their judgment on such matters.

Enclosed is the Annual Report of the Company for the year ended December
31, 1993. It is not to be regarded as proxy soliciting material.

By order of the Board of Directors,
KENNETH E. ARMSTRONG
Vice President, General Counsel
and Secretary

19
<PAGE>
FLORIDA PROGRESS CORPORATION
APPENDIX TO ELECTRONIC FORMAT DOCUMENT

NOMINEES FOR TERM EXPIRING IN 1997 - PAGES 2 AND 3

(Photo left hand column of table next to Michael P. Graney
biography - page 2) Shown is a photograph of Michael P.
Graney.

(Photo left hand column of table next to Richard Korpan
biography- page 2) Shown is a photograph of Richard Korpan.

(Photo left hand column of table next to Joan D. Ruffier
biography - page 3) Shown is a photograph of Joan D.
Ruffier.

(Photo left hand column of table next to Robert T. Stuart,
Jr. biography - page 3) Shown is a photograph of Robert T.
Stuart, Jr.

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1995 - PAGES 3
AND 4

(Photo left hand column of table next to Allen J. Keesler,
Jr. biography - page 3) Shown is a photograph of Allen J.
Keesler, Jr.

(Photo left hand column of table next to Vincent J. Naimoli
biography - page 4) Shown is a photograph of Vincent J.
Naimoli.

(Photo left hand column of table next to Charles B. Reed
biography - page 4) Shown is a photograph of Charles B. Reed

(Photo left hand column of table next to Paul R. Verkuil
biography - page 4) Shown is a photograph of Paul R.
Verkuil.

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1996 - PAGE 5

(Photo left hand column of table next to Jack B. Critchfield
biography - page 5) Shown is a photograph of Jack B.
Critchfield.

(Photo left hand column of table next to Clarence V. McKee
biography - page 5) Shown is a photograph of Clarence V.
McKee.

(Photo left hand column of table next to Richard A. Nunis
biography - page 5) Shown is a photograph of Richard A.
Nunis.

(Photo left hand column of table next to Jean Giles Wittner
biography - page 5) Shown is a photograph of Jean Giles
Wittner.

PAGE 15

Appearing above the table is a graph showing pictorially
what is listed in the table.

<PAGE>

FLORIDA PROGRESS CORPORATION
Annual Meeting of Shareholders
April 21, 1994
1 M P 0 R T A N T

PROXY CARD BELOW

Please help us avoid the expense of follow-up proxy mailings by
completing and returning your proxy card promptly.

Please mark, date, sign, detach, and mail your proxy card below.
Return in the enclosed postage-paid envelope.

(Tear here) (Tear here) (Tear here)

FLORIDA PROGRESS CORPORATION - Annual Meeting, April 21, 1994
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints JACK B. CRITCHFIELD, RICHARD KORPAN
AND KENNETH E. ARMSTRONG, and each of them, with power of substitution,
proxies to represent, and to vote all shares of Common Stock of FLORIDA
PROGRESS CORPORATION, which the undersigned is entitled to vote, at the
Annual Meeting of Shareholders to be held in St. Petersburg, Florida, on
April 21, 1994, at 10:00 A.M., and at any and all adjournments thereof,
and hereby revokes any prior proxies given with respect to such stock, and
the undersigned authorizes the voting of such stock as follows:

1. ELECTION OF DIRECTORS: CLASS 1

Square FOR All Nominees Listed (EXCEPT AS MARKED TO THE GRANEY
box CONTRARY) KORPAN
1 INSTRUCTION: To withhold authority to vote RUFFIER
for any individual nominee, strike a line through STUART
the nominee's name in the list.

Square WITHHOLD AUTHORITY To Vote For All Nominees Listed
box
3

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE SHAREHOLDER PROPOSAL,

2. REQUESTING THE BOARD OF DIRECTORS to FOR AGAINST ABSTAIN
devote increased resources to conservation and square square square
renewable energy programs, to provide all box box box
shareholders with an annual report on such 1 2 3
programs and to cease operation of the nuclear
power plant at Crystal River, Florida, until
dangers are resolved.

(Continued and to be filled in and signed on reverse side.)

<PAGE>
FLORIDA PROGRESS CORPORATION
Annual Meeting of Shareholders
April 21, 1994

I M P 0 R T A N T
PROXY CARD BELOW

Please help us avoid the expense of follow-up proxy mailings
by completing and returning your proxy card promptly.

Please mark, date, sign, detach, and mail your proxy card below.
Return in the enclosed postage-paid envelope.

(Tear here) (Tear here) (Tear here)

In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting.

This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no contrary specification is made, this
proxy will be voted "FOR" the nominees listed in the Election of Directors and
"AGAINST" the Shareholder Proposal.

Dated.......................... 1994
...............................
(signature)
...............................
(signature)
When signing as attorney, executor,
administrator, trustee or guardian,
please give title. For joint account,
each joint owner should sign. If the
signer is a corporation, please sign
full corporate name by duly authorized
officer. If a partnership, please sign
in partnership name by authorized
person.

(Please mark, date, sign, detach and mail in the enclosed envelope.)