<PAGE>

                                                                     Exhibit 4.3

  This document was filed for qualification with the Internal Revenue Service
                              on March 30, 1995.







                          SAVINGS PLAN FOR EMPLOYEES

                        OF FLORIDA PROGRESS CORPORATION









                            Effective July 1, 1973
                         As Amended and Restated as of
                                January 1, 1994


                           And Reflecting Amendments
                            Through January 1, 1995
<PAGE>

                          SAVINGS PLAN FOR EMPLOYEES
                        OF FLORIDA PROGRESS CORPORATION


                           ARTICLE I - INTRODUCTION
                           ------------------------

1.01  Name - This Plan shall be known as the Savings Plan for Employees of
      Florida Progress Corporation.

1.02  Purpose- The Plan is established by the Company for the purpose of
      providing supplemental retirement, death, and disability benefits, and a
      flexible and competitive compensation program for long service employees.

1.03  Effective Date - The effective date of the Plan is July 1, 1973. The Plan
      has been amended and restated as of January 1, 1994, except that certain
      provisions are effective as of an earlier or later date as indicated in
      the Plan.
<PAGE>

                                                                          Page 2

                           ARTICLE II - DEFINITIONS
                           ------------------------

Unless otherwise required by the context, the terms used herein shall have the
following meanings:

2.01  "Accounts" shall mean the Member Account, the Deferred Account, the
      Company Member Account, the Company Deferred Account. the Member ESOP
      Account, the Company ESOP Account, the Rollover Account and the Prior
      Pension Account.

2.02  "Actual Deferral Percentage" shall mean, with respect to a specified group
      of Employees, the average of the ratios, calculated separately for each
      Employee in that group, of (a) the amount of Deferred Cash Contributions
      made pursuant to paragraph 4.01 for a Plan Year (including Deferred Cash
      Contributions returned to a Highly-Compensated Employee under paragraph
      4.01(c) and Deferred Cash Contributions returned to any Employee pursuant
      to paragraph 4.01(d)), to (b) the Employees' Statutory Compensation for
      that entire Plan Year, provided that, upon direction of the Plan
      Administrator, Statutory Compensation for a Plan Year shall only be
      counted if received during the period an Employee is, or is eligible to
      become, a Member. The Actual Deferral Percentage for each group and the
      ratio determined for each Employee in the group shall be calculated to the
      nearest one one-hundredth of one percent. For purposes of determining the
      Actual Deferral Percentage for a Plan Year, Deferred Cash Contributions
      may be taken into account for a Plan Year only if they:
      (a)  relate to compensation that either would have been received by the
           Employee in the Plan Year but for the deferral election, or are
           attributable to services performed by the Employee in the Plan Year
           and would have been received by the Employee within 2 1/2 months
           after the close of the Plan Year but for the deferral election,
      (b)  are allocated to the Employee as of a date within that Plan Year and
           the allocation is not contingent on the participation or performance
           of service after such date, and
      (c)  are actually paid to the Trustee no later than 12 months after the
           end of the Plan Year to which the contributions relate. Effective
           1/1/92.

2.03  "Adjustment Factor" shall mean the cost of living adjustment factor
      prescribed by the Secretary of the Treasury under Section 415(d) of the
      Code for calendar years beginning on or after January 1, 1988, and applied
      to such items and in such manner as the Secretary shall provide.

2.04  "Annual Dollar Limit" shall mean for Plan Years beginning on or after
      January 1, 1989 and before January 1, 1994, $200,000 multiplied by the
      Adjustment Factor. Commencing with the 1994 Plan Year, the Annual Dollar
      Limit means $150,000, except that if for any calendar year after 1994 the
      Cost-of-Living Adjustment as hereinafter defined is equal to or greater
      than $10,000, then the Annual Dollar Limit (as previously
<PAGE>

                                                                          Page 3

      adjusted under this Section) for any Plan Year beginning in any subsequent
      calendar year shall be increased by the amount of such Cost-of-Living
      Adjustment, rounded to the next lowest multiple of $10,000. The Cost-of-
      Living Adjustment shall equal the excess of (i) $150,000 increased by the
      adjustment made under Section 415(d) of the Code for the calendar year
      except that the base period for purposes of Section 415(d)(1)(A) of the
      Code shall be the calendar quarter beginning October 1, 1993 over (ii) the
      Annual Dollar Limit in effect for the Plan Year beginning in the calendar
      year.

2.05  "Annuity Starting Date" shall mean the first day of the first period for
      which an amount is paid following a Member's retirement or other
      termination of employment. Effective 1/1/89.

2.06  "Beneficiary" shall mean any person designated by a Member on a form
      supplied by the Company to receive benefits payable in the event of the
      death of the Member. The sole Beneficiary of a married Member who dies on
      or after August 23, 1984 shall be the Member's spouse unless the Member
      has designated someone other than his spouse ms his Beneficiary and such
      designation is signed by the Member's spouse and witnessed by a Plan
      representative or notary public, unless such requirements are waived by
      the Plan Administrator in accordance with applicable law. A Member's
      designation of his Beneficiary shall not be changed unless further spousal
      consent is obtained. Beneficiary designations of married Members in effect
      immediately prior to August 23, 1984 are automatically void. When a Member
      becomes married, any previous Beneficiary designation shall be
      automatically void. If no such designation is in effect at the time of
      death of the Member, or if no person so designated shall survive the
      Member, the Beneficiary shall be the estate of the Member.

2.07  "Board of Directors" shall mean the Board of Directors of Florida Progress
      Corporation or its delegate.

2.08  "Code" shall mean the Internal Revenue Code of 1986, as from time to time
      amended.

2.09  "Company" shall mean Florida Progress Corporation or any associated or
      affiliated company hereafter authorized by the Board of Directors of
      Florida Progress Corporation to participate in the Plan with respect to
      its employees.

2.10  "Company Deferred Account" shall mean the account into which shall be
      credited the Regular Company Contributions and Special Company
      Contributions made on a Member's behalf with respect to his Deferred Cash
      Contributions, and earnings on those Regular Company and Special Company
      Contributions.

2.11  "Company ESOP Account" shall mean the account into which shall be credited
      an amount of shares of Company Stock equal to the balances in the Member's
      "regular contributions account" and "matching contributions account" on
      December 31, 1987
<PAGE>

                                                                          Page 4

      under the Employee Stock Ownership Plan of Florida Progress Corporation,
      and earnings on those shares. Effective 1/1/88.

2.12  "Company Member Account" shall mean the account into which shall be
      credited the Regular Company Contributions and Special Company
      Contributions made on a Member's behalf with respect to his Member
      Contributions, and earnings on those Regular Company and Special Company
      Contributions.

2.13  "Company Stock" shall mean shares of the common stock of Florida Progress
      Corporation.

2.14  "Continuous Service" shall mean, except as hereinafter provided, all
      service with the Company or a Non-participating Company rendered by an
      Employee whether or not as herein defined. With respect to any calendar
      year in which an Employee works at least 1,000 Hours, a full year of
      Continuous Service will be included but no Continuous Service will be
      included if he works less than 1,000 Hours in such year. Effective
      1/1/79.

      There shall be a break in service with respect to any calendar year
      commencing on or after January 1, 1976, after the year in which a person
      first becomes employed, during which he has 500 Hours or less. Any service
      rendered prior to a break in service shall be excluded from an Employee's
      Continuous Service, unless he shall complete at least one year of
      Continuous Service following the break in service. If an Employee who has
      not completed two years of Continuous Service incurs a break in service
      which equals or exceeds five years, excluding any period of his Continuous
      Service disregarded under this sentence by reason of any earlier break in
      service, the service rendered prior to the break in service shall
      thereafter be excluded from his Continuous Service.

      With respect to any person who was employed by the Company on December 31,
      1975, Continuous Service for service rendered prior to that date shall be
      equal to the Continuous Service recognized through December 31, 1975,
      under the Plan as in effect on that date.

      If an Employee shall have been absent from the service of the Company
      because of service in the Armed Forces of the United States and if he
      shall have returned to the service of the Company or a Non-participating
      Company within ninety days after his discharge or within the period
      prescribed by applicable law, whichever period is longer, such absence
      shall not count as a break in service. Maternity leave shall not be
      considered as a break in service and the period of any such leave shall be
      considered as Continuous Service provided the Employee returns to service
      with the Company or a Non-participating Company on or prior to the
      expiration date of the maternity leave. Effective 1/1/79.
<PAGE>

                                                                          Page 5

      A period during which an Employee is on a leave of absence approved by the
      Company or a Non-participating Company shall not be considered as a break
      in service. The period of any such leave shall be considered as Continuous
      Service provided the Employee returns to service with the Company or a
      Non-participating Company on or prior to the expiration date of the leave
      of absence. Effective 1/1/94.

      In the case of employment with a Non-participating Company, an Employee
      shall receive Continuous Service only to the extent that such employment
      occurred on or after the date the Company became a Non-participating
      Company. Effective 1/1/79.

2.15  "Contribution Percentage" shall mean with respect to a specified group of
      Employees, the average of the ratios, calculated separately for each
      Employee in that group, of (a) the sum of the amount of Regular Company
      Contributions, Special Company Contributions and Member Contributions made
      by or on behalf of such Employee for a Plan Year (excluding any Regular
      Contributions or Special Company Contributions forfeited under the
      provisions of paragraphs 4.01 and 4.09), to (b) the Employee's Statutory
      Earnings for that Plan Year; provided that, upon direction of the Plan
      Administrator, Statutory Earnings for a Plan Year shall only be counted if
      received during the period an Employee is, or is eligible to become, a
      Member. The Contribution Percentage for each group and the ratio
      determined for each Employee in the group shall be calculated to the
      nearest one one-hundredth of one percent. Effective 1/1/92.

2.16  "Deferred Account" shall mean the account in which shall be credited the
      Deferred Cash Contributions made on a Member's behalf, and earnings on
      those contributions.

2.17  "Deferred Cash Contributions" shall mean that portion of the Company's
      contributions to the Plan on behalf of a Member which are made pursuant to
      paragraph 4.01.

2.18  "Earnings" shall mean the regular basic compensation paid to a Member,
      prior to any reduction for Deferred Cash Contributions made on behalf of
      the Member and any reduction in compensation elected by the Member under
      the Flex. Power Plan of Florida Power Corporation, and including any lump
      sum base pay increases paid on and after October 1, 1991, if so elected by
      the employee receiving the lump sum base pay increases in accordance with
      such election procedures as shall be established by the Plan
      Administrator, and including commissions paid on and after June 1, 1993.
      However, for Plan Years beginning after 1988, Earnings shall not exceed
      the Annual Dollar Limit. The Annual Dollar Limit applies to the aggregate
      Earnings paid to a Highly Compensated Employee referred to in paragraph
      2.22, his spouse and his lineal descendants who have not attained age 19
      before the end of the Plan Year. If, as a result of the application of the
      family aggregation rule, the Annual Dollar Limit is exceeded, then the
      Limit shall be pro-rated among the affected individuals in proportion to
      each such individual's earnings as determined under this paragraph 2.18
      prior to the application of the Limit.
<PAGE>

                                                                          Page 6

2.19  "Employee" shall mean any person regularly engaged in rendering personal
      services to the Company, who receives compensation from the Company other
      than pension, severance pay, retainer or fee under contract. The term
      "Employee" shall also include persons who are on authorized leave of
      absence, maternity leave, Parental Leave or military leave without
      compensation, provided there is not a break in service. However, the term
      "Employee" shall exclude any Leased Employee. Effective 1/1/89.

2.20  "ERISA" means the Employee Retirement Income Security Act of 1974, as
      amended from time to time.

2.21  "Gain or Loss" shall mean the amount of gain or loss to be returned with
      any excess deferrals, excess contributions or excess aggregate
      contributions under paragraphs 4.01, 4.09, 4.10 or 4.11 for a Plan Year
      determined as of the last day of such Plan Year under the Plan's method of
      allocating income to Members' Accounts pursuant to Article VII. Effective
      1/1/92.

2.22  "Highly Compensated Employee" shall mean:
      (a)  With respect to any Plan Year for which an election is not made under
           paragraph (b) below, any employee of the Company or a Non-
           participating Company (whether or not eligible for membership in the
           Plan) who testifies the criteria of subparagraph (i), (ii) or (ii):
           (i)   During the look-back year the employee:
                 (A)   received Statutory Earnings in excess of $75,000
                       multiplied by the Adjustment Factor;
                 (B)   received Statutory Earnings in excess of $50,000
                       multiplied by the Adjustment Factor and was among the
                       highest 20 percent of employees for that year when ranked
                       by Statutory Earnings paid for that year excluding, for
                       purposes of determining the number of such employees,
                       such employees as the Plan Administrator may determine on
                       a consistent basis pursuant to Section 414(q)(8) of the
                       Code;
                 (C)   was at any time an officer of the Company or a Non-
                       participating Company and received Statutory Compensation
                       greater than 50 percent of the dollar limitation on
                       maximum benefits under Section 415(b)(1)(A) of the Code
                       for such Plan Year. The number of officers is limited to
                       50 (or, if lesser, the greater of 3 employees or 10
                       percent of employees excluding those employees who may be
                       excluded in determining the top-paid group). If no
                       officer has Statutory Earnings in excess of 50 percent of
                       the dollar limitation on maximum benefits under Section
                       415(b)(1)(A) of the Code, the highest paid officer is
                       treated as a Highly Compensated Employee.
<PAGE>

                                                                          Page 7

     (ii)   During the determination year, the employee satisfies the criteria
            under (A), (B) or (C) of (i) above and is one of the 100 highest
            paid employees of the Company or a Non-participating Company.
     (iii)  During the determination year or the look-back year the employee was
            at any time a five percent owner of the Company or a Non-
            participating Company.
     (iv)   For purposes of paragraph 4.12(a), a Highly Compensated Employee
            shall include a former employee who separated from service prior to
            the determination year and who was a 5 percent owner for either (A)
            the year he separated from service or (B) any determination year
            ending on or after the employee's 55th birthday.
     (v)    The provisions of this subparagraph shall be further subject to.
            such additional requirements as shall be described in Section 414(q)
            of the Code and its applicable regulations, which shall override any
            aspect of this subparagraph inconsistent therewith.

(b)  In lieu of determining Highly Compensated Employees in accordance with the
     provisions of subparagraph (a) above, the Plan Administrator may, for any
     Plan Year, elect to determine Highly Compensated Employees based on the
     simplified method provided in IRS Revenue Procedure 93-42. With respect to
     any Plan Year for which such an election is made, the term "Highly
     Compensated Employee" shall mean:
     (i)    any employee within the snapshot population who, for the Plan Year:
            (A)   receives Statutory Earnings in excess of $75,000 multiplied by
                  the Adjustment Factor,
            (B)   receives Statutory Earnings in excess of $50,000 multiplied by
                  the Adjustment Factor and was among the highest 20 percent of
                  employees on the snapshot day when ranked by Statutory
                  Earnings paid for that Plan Year excluding, for purposes of
                  determining the number of such employees, such employees as
                  the Plan Administrator may determine on a consistent basis
                  pursuant to Section 414(q)(8) of the Code; or
            (C)   is an officer of the Company or a Non-participating Company on
                  the snapshot day and receives Statutory Earnings greater than
                  50 percent of the dollar limitation on maximum benefits under
                  Section 415(b)(1)(A) of the Code for such Plan Year. The
                  number of officers is limited to 50 (or, if lesser, the
                  greater of 3 employees or 10 percent of employees excluding
                  those employees who may be excluded in determining the top-
                  paid group). If no officer has Statutory Earnings in excess of
                  50 percent of the dollar limitation on maximum benefits under
                  Section 415(b)(1)(A) of the Code, the highest paid officer is
                  treated as a Highly Compensated Employee; or
<PAGE>

                                                                          Page 8

            (D)   the employee is a five percent owner of the Company or a Non-
                  participating Company on the snapshot day; and

     (ii)   any employee of the Company or a Non-participating Company during
            the Plan Year who:
            (A)   terminated prior to the snapshot day and was a Highly
                  Compensated Employee in the prior year.
            (B)   terminated prior to the snapshot day and (1) was a 5 percent
                  owner, (2) has Statutory Compensation for the Plan Year
                  greater than or equal to the projected Statutory Earnings of
                  any employee who is treated as a Highly Compensated Employee
                  on the snapshot day (except for employees who are Highly
                  Compensated Employees solely because they are 5 percent owners
                  or officers) or (3) was an officer and has Statutory Earnings
                  greater than or equal to the projected Statutory Earnings of
                  any other officer who is a Highly Compensated Employee on the
                  snapshot day solely because that person is an officer; or
            (C)   becomes employed subsequent to the snapshot day and (1) is a 5
                  percent owner, (2) has Statutory Earnings for the Plan Year
                  greater than or equal to the projected Statutory Earnings of
                  any employee who is treated as a Highly Compensated Employee
                  on the snapshot day (except for employees who are Highly
                  Compensated Employees solely because they are 5 percent owners
                  or officers), or (3) is an officer and has Statutory Earnings
                  greater than or equal to the projected Statutory Earnings of
                  any other officer who is a Highly Compensated Employee on the
                  snapshot day solely because that person is an officer.
     The provisions of this subparagraph (b) shall be further subject to such
     additional requirements as shall be described in Section 414(q) of the
     Code, and its applicable regulations, which are not inconsistent with the
     foregoing provisions of this subparagraph (b).

(c)  For purposes of this paragraph 2.22, the following terms shall have the
     following meanings:
     (i)    the "determination year" shall mean the Plan Year and the "look-back
            year" means the 12-month period immediately preceding the
            determination year. However, to the extent permitted under
            regulations, the Plan Administrator may elect to determine the
            status of Highly Compensated Employees on a calendar year basis;
     (ii)   "snapshot day" shall mean the single day during the Plan Year as of
            which the Company is determining its Highly Compensated Employees.
            Such day must be reasonably representative of the workforce of the
            Company and Non-participating Companies and the Plan's coverage for
            the Plan Year;
<PAGE>

                                                                          Page 9

          (iii)  "snapshot population" means all employees of the Company and
                 Nonparticipating Companies on the snapshot day; and
          (iv)   "Statutory Earnings" has the same meaning as set forth in
                 paragraph 2.43 except that solely for purposes of determining
                 Highly Compensated Employees under subparagraph (b) above, the
                 Company may reasonably approximate an employee's Statutory
                 Earnings for the Plan Year (projected to the end of the Plan
                 Year if the snapshot day is not the last day of the Plan Year).

     (d)  Notwithstanding the foregoing, employees who are nonresident aliens
          and who receive no earned income from the Company or a Non-
          participating Company which constitutes income from sources within the
          United States shall be disregarded for all purposes of this paragraph
          2.22. Effective 1/1/93.

2.23 "Hour(s)" of service shall mean, with respect to any applicable computation
     period,
     (a)  each Hour for which the Employee whether or not as defined herein is
          paid or entitled to payment for the performance of duties for the
          Company or a Non-participating Company,
     (b)  each Hour for which an Employee is paid or entitled to payment by the
          Company or a Non-participating Company on account of a period during
          which no duties are performed whether or not the employment
          relationship has terminated but not in excess of 501 Hours for any
          such single continuous period,
     (c)  each Hour for which back pay, irrespective of mitigation of damages,
          is either awarded or agreed to by the Company or a Non-participating
          Company excluding any Hour credited under subparagraph (a) or (b), and
     (d)  solely for purposes of determining whether an Employee has incurred a
          break in service under the Plan, each hour for which an Employee would
          normally be credited under subparagraph (a) or (b) during a period of
          Parental Leave but not more than 501 hours for any single period.
          However, the number of hours credited to an Employee under this
          subparagraph (d) during the computation period in which the Parental
          Leave began, when added to the hours credited to an Employee under
          subparagraph (a) through (c) during that computation period, shall not
          exceed 501 hours. If the number of hours credited under this
          subparagraph (d) for the computation period in which the Patent Leave
          began is zero, the provisions of this Subparagraph (d) shall apply as
          though the Parental Leave began in the immediately following
          computation period; and
     (e)  solely for purposes of determining whether an Employee has incurred a
          break in service under the Plan, each hour for which an Employee would
          normally be credited under subparagraph (a) or (b) above during a
          period of leave for the birth, adoption or placement of a child, to
          care for a spouse or an immediate family member with a serious illness
          or for the employee's own illness pursuant to the Family and Medical
          Leave Act of 1993 and its regulations or during a
<PAGE>

                                                                         Page 10

           period of leave granted for any other reason under the Company's
           family and medical leave policy. Effective 8/5/93.

      No Hours shall be credited on account of any period during which the
      Employee performs no duties and receives payment solely for the purpose of
      complying with workers' compensation, unemployment compensation or
      disability insurance laws. The Hours of service to be so credited and
      shall be determined pursuant to 29 Code of Federal Regulations, Section
      2530.200b-2(b) and (c) as promulgated by the United States Department of
      Labor. Effective 1/1/79.

2.24  "Investment Committee" shall mean the committee appointed by the Board
      with the authority to manage and control the assets, operation and
      administration of the Plan. Effective 8/15/85.

2.25  "Investment Fund(s) or Fund(s)" shall mean the fund(s) described in
      Article VIII, which are held in trust for the investment of Member and
      Company contributions to the Plan.

2.26  "Leased Employee" shall mean any person performing services for the
      Company or a Non-participating Company as a leased employee as defined in
      Section 414(n) of the Code. Effective 1/1/89.

2.27  "Member" shall mean an Employee who is participating in and making
      contributions and/or authorizing Deferred Cash Contributions to the Plan
      or who, by virtue of his prior participation in the Plan or the Employee
      Stock Ownership Plan of Florida Progress Corporation, has Accounts in one
      or more of the Investments Funds.

2.28  "Member Account" shall mean the account into which shall be credited the
      Member Contributions made by a Member, and earnings on those
      contributions.

2.29  "Member Contributions" shall mean the contributions made by a Member on an
      after-tax basis pursuant to paragraph 4.02.

2.30  "Member ESOP Account" shall mean the account into which shall be credited
      an amount of shares of Company Stock equal to the balance in the Member's
      "voluntary contributions account" on December 31, 1987 under the Employee
      Stock Ownership Plan of Florida Progress Corporation, and earnings on the
      shares. Effective 1/1/88.

2.31  "Non-participating Company" shall mean any company which has not adopted
      the Plan and which is a member of a controlled group of corporations (as
      defined in Section 414(b) of the Code) which also includes as a member the
      Company; any trade or business under common control (as delivered in
      Section 414(c) of the Code) with the Company; any organization (whether or
      not incorporated) which is a member of an
<PAGE>

                                                                         Page 11

      affiliated service group (as defined in Section 414(m) of the Code) which
      includes the Company; and any other entity required to be aggregated with
      the Company pursuant to regulations under Section 414(o) of the Code.
      Notwithstanding the foregoing, for purposes of paragraphs 4.13 and 4.17,
      the definitions in Sections 414(b) and (c) of the Code shall be modified
      by substituting the phrase "more than 50 percent" for the phrase "at least
      80 percent" each place it appears in Section 1563(a)(1) of the Code.

2.32  "Notice" shall mean the indication by an Employee of his or her wishes
      through the means, written, electronic or telephonic, provided for the
      particular purpose by the Company.

2.33  "Parental Leave" shall mean a period during which the Employee is absent
      from work, (a) because of the pregnancy of the Employee, (b) because of
      the birth of the child of the Employee, (c) because of the placement of a
      child of the Employee in connection with the adoption of such child by
      such Employee, (d) for purposes of caring for such child for a period
      beginning immediately following such birth or placement, or (e) to care
      for a spouse or an immediate family member with a serious illness or for
      the employee's own illness as provided under the Company's family and
      medical leave policy.

2.34  "Plan" shall mean the Savings Plan for Employees of Florida Progress
      Corporation. This Plan is designed to qualify as a "Profit-Sharing Plan"
      for all purposes of the Code.

2.35  "Plan Administrator" shall mean the person or persons appointed by the
      Board of Directors to act as administrative representative on behalf of
      the Investment Committee.

2.36  "Plan Year" shall mean a calendar year.

2.37  "Prior Pension Account" shall mean the account into which shall be
      credited the transfers made on a Member's behalf pursuant to paragraph
      4.06, and earnings on those transfers.

2.38  "Regular Company Contributions" shall mean Company contributions made on a
      Member's behalf pursuant to paragraph 4.07.

2.39  "Retirement" shall mean the date an Employee terminates employment with
      entitlement to a benefit under the Employees' Retirement Plan of Florida
      Progress Corporation.

2.40  "Rollover Account" shall mean the account into which shall be credited the
      contributions made by a Member pursuant to paragraph 4.03.

2.41  "Savings Plan Goal" shall mean one of the two objective performance
      standards established, prior to the beginning of each Plan Year for the
      purpose of determining the amount of Special Company Contributions, if
      any, to be made for that Plan Year on
<PAGE>

                                                                         Page 12

      behalf of the employees of a company which has adopted the Plan. Savings
      Plan Goals shall be established by the board of directors of each such
      company with respect to its eligible employees and shall be subject to
      approval by the Board of Directors of Florida Progress Corporation.
      Effective 1/1/86.

2.42  "Special Company Contributions" shall mean Company contributions made on a
      Member's behalf pursuant to paragraph 4.08.

2.43  "Statutory Earning" shall mean the wages, salaries, and other amounts paid
      in respect of an Employee for services actually rendered to the Company or
      a Non-participating Company, including by way of example, overtime,
      bonuses and commissions, but excluding deferred compensation (except in
      the Plan Year in which such compensation is includible in the Employee's
      gross income), income from stock options and other distributions which
      receive special tax benefits under the Code. For purposes of determining
      Highly Compensated Employees under paragraph 2.22, and key employees under
      paragraph 4.16, Statutory Earnings shall include Deferred Cash
      Contributions and amounts contributed on a Member's behalf on a salary
      reduction basis to a cafeteria plan under Section 125 of the Code. For all
      other purposes, each Plan Year the Plan Administrator may direct that
      Statutory Earnings shall include Deferred Cash Contributions and amounts
      contributed on a Member's behalf on a salary reduction basis to a
      cafeteria plan under Section 125 of the Code. For Plan Years beginning
      after 1988, Statutory Earnings shall not exceed the Annual Dollar Limit,
      provided that such limit shall not be applied in determining Highly
      Compensated Employees under paragraph 2.22. The Annual Dollar Limit
      applies to the aggregate Statutory Earnings paid to a Highly Compensated
      Employee referred to in paragraph 2.22, his spouse and his lineal
      descendants who have not attained age 19 before the close of the Plan
      Year. If, as a result of the application of the family aggregation rule,
      the Annual Dollar Limit is exceeded, then the Limit shall be pro-rated
      among the affected individuals in proportion to each such individual's
      Statutory Earnings as determined under this paragraph 2.43 prior to the
      application of the Limit. Effective 1/1/89.

2.44  "Trust" shall mean the cash and other properties arising from the
      contributions made by Members and the Company as provided in the Plan and
      held and administered by the Trustees pursuant to the Trust Agreements
      for the Investment Funds.

2.45  "Trust Agreement(s)" shall mean the agreement entered into between the
      Company and a Trustee and specifying the duties by which the Trustee
      agrees to hold an Investment Fund in trust.

2.46  "Trustee(s)" shall mean the person, corporation, association or
      combination thereof, which has agreed to accept the appointment of the
      Investment Committee by entering into a Trust Agreement to hold an
      Investment Fund in trust.
<PAGE>

                                                                         Page 13

2.47  "Valuation Date" shall mean the last day of each calendar month. Effective
      3/31/92.

2.48  "Masculine" pronouns used herein shall refer to men or women or both and
      nouns when stated in the singular shall include the plural and when stated
      in the plural shall include the singular whenever appropriate.
<PAGE>

                                                                         Page 14

                  ARTICLE III - ELIGIBILITY AND PARTICIPATION
                  -------------------------------------------

3.01  Eligibility

(a)   An Employee shall be eligible to become a Member following his completion
      of six months of uninterrupted employment with the Company, or the
      completion of one year of Continuous Service, if earlier. For this
      purpose, a year of Continuous Service shall be a twelve month period
      during which an Employee completes at least 1,000 Hours of service,
      commencing on either his initial date of employment or on any January 1,
      thereafter.

(b)   An Employee shall be eligible to become a Member immediately upon his
      employment by the Company only for the purpose of making a rollover
      contribution to his Rollover Account pursuant to paragraph 4.03.

(c)   Any person reemployed by the Company as an Employee shall have his
      Continuous Service, if any, restored to him for purposes of this paragraph
      3.01. If he was previously eligible to become a Member, he shall be
      immediately eligible to become a Member upon Notice in accordance with
      paragraph 3.02.

3.02  Participation

(a)   Each person who, on December 31, 1993, is a Member of the Plan shall
      continue as a Member of this Plan on January 1, 1994. Each such person who
      is employed as an Employee on January 1, 1994 may continue to make and to
      have made on his behalf contributions under the Plan or may make an
      election regarding such contributions under subparagraph (b) below.

(b)   An eligible Employee may become a participating Member by submitting
      Notice through which he designates the amount of his Earnings he wishes to
      contribute to this Plan by means of deductions from his Earnings, and/or
      the amount of reduction of his Earnings in favor of Deferred Cash
      Contributions to be made on his behalf by the Company, by selecting one or
      more Investment Fund(s) and by naming a Beneficiary. An eligible Employee
      shall become a Member on the first date for which Member Contributions
      and/or Deferred Cash Contributions are deducted from his Earnings.
      Participation in the Plan by an Employee is voluntary.
<PAGE>

                                                                         Page 15

                          ARTICLE IV - CONTRIBUTIONS
                          --------------------------

4.01  Deferred Cash Contributions

(a)   Subject to the limitations set forth below and in paragraphs 4.09, 4.12
      and 4.13, each Member may elect to have his subsequent Earnings reduced by
      a percentage which, when added to the amount of the Member's contributions
      made pursuant to paragraph 4.02, is not less than 1% and not more than 16%
      of his Earnings, and have that amount contributed to the Plan by the
      Company as Deferred Cash Contributions in a manner to be determined by the
      Plan Administrator. The Deferred Cash Contributions shall be paid to the
      Trustee as soon as practicable.

(b)   In no event shall the Member's Deferred Cash Contributions and similar
      contributions made on his behalf by the Company or a Non-participating
      Company to all plans, contracts or arrangements subject to the provisions
      of Section 401(a)(30) of the Code in any calendar year exceed $7,000
      multiplied by the Adjustment Factor. If a Member's Deferred Cash
      Contributions in a calendar year reach that dollar limitation, his
      election of Deferred Cash Contributions for the remainder of the calendar
      year will cease to be effective for that purpose and shall instead become
      effective as an election to make Member Contributions at the same rate as
      was previously in effect for his Deferred Cash Contributions. As of the
      first pay period of the calendar year following such cancellation, the
      Member's election of Deferred Cash Contributions shall again become
      effective in accordance with his previous election, if no subsequent
      elections changing the amount had been made by the Member.

(c)   In the event that the sum of the Deferred Cash Contributions and similar
      contributions to any other qualified defined contribution plan maintained
      by the Company or a Nonparticipating Company exceeds the dollar limitation
      in subparagraph (b) above for any calendar year, the Member shall be
      deemed to have elected a return of Deferred Cash Contributions in excess
      of such limit ("excess deferrals") from this Plan. The excess deferrals,
      together with Gains or Losses, shall be returned to the Member no later
      than the April 15 following the end of the calendar year in which the
      excess deferrals were made. The amount of excess deferrals to be returned
      for any calendar year shall be reduced by any Deferred Cash Contributions
      previously returned to the Member under paragraph 4.09 for that calendar
      year. In the event any Deferred Cash Contributions returned under this
      subparagraph (c) were matched by Special or Regular Company Contributions
      under paragraph 4.07 or 4.08, those Special and Regular Company
      Contributions, together with Gains or Losses, shall be forfeited and used
      to reduce Company contributions.

(d)   If a Member makes tax-deferred contributions under another qualified
      defined contribution plan maintained by an employer other than the Company
      or a Nonparticipating Company for any calendar year and those
      contributions when added to his
<PAGE>

                                                                         Page 16

      Deferred Cash Contributions exceed the dollar limitation under
      subparagraph (b) above for that calendar year, the Member may allocate all
      or a portion of such excess deferrals to this Plan. In that event, such
      excess deferrals, together with Gains or Losses, shall be returned to the
      Member no later than the April 15 following the end of the calendar year
      in which such excess deferrals were made. However, the Plan shall not be
      required to return excess deferrals unless the Member provides the Plan
      Administrator with Notice by March 1 of that following calendar year of
      the amount of the excess deferrals allocated to this Plan. The amount of
      any such excess deferrals to be returned for any calendar year shall be
      reduced by any Deferred Cash Contributions previously resumed to the
      Member under paragraph 4.09 for that calendar year. In the event any
      Deferred Cash Contributions returned under this subparagraph (d) were
      matched by Special or Regular Company Contributions under paragraph 4.07
      or 4.08, those Special and Regular Company Contributions, together with
      Earnings, shall be forfeited and used to reduce Company contributions.
      Effective 1/1/92.

4.02  Member Contributions

      Each Member may contribute a percentage which, when added to the amount of
      Deferred Cash Contributions made on the Member's behalf pursuant to
      paragraph 4.01, is not less than 1% and not more than 16% of his Earnings;
      provided, however, that the 16% limit shall be reduced in accordance with
      the following schedule:


           Election Under         Maximum Election
           Paragraph 4.01       Under Paragraph 4.02
           --------------       --------------------
                 0%                     16%
                 1                      15
                 2                      14
                 3                      13
                 4                      12
                 5                      11
                 6                      10
                 7                       9
                 8                       8
                 9                       7
                10                       6
                11                       5
                12                       4
                13                       3
                14                       2
                15                       1
                16                       0
<PAGE>

                                                                         Page 18

      "accumulated contributions," as defined in said Retirement Plan. No
      further such transfers are permitted under the Plan. On and after October
      1, 1988, such amounts shall be maintained in the Member's Prior Pension
      Account.

4.07  Regular Company Contributions

      The Company shall make Regular Company Contributions on behalf of each
      Member in an amount equal to sixty-five percent (65%) of that portion of
      the sum of the Deferred Cash Contributions plus Member Contributions made
      by or on behalf of the Member, not in excess of six percent (6%) of the
      Member's Earnings during each month. Company contributions under this
      paragraph will be paid to the Trustee as soon as practicable after the end
      of each month. No Regular Company Contributions will be made by the
      Company with respect to the excess of the sum of the Deferred Cash
      Contributions and the Member Contributions made by or on behalf of the
      Member over six percent (6%) of the Member's Earnings. The Regular Company
      Contributions are made expressly conditional on the Plan satisfying the
      provisions of Sections 4.01, 4.09, 4.10 or 4.11. If any portion of the
      Deferred Cash Contribution or Member Contribution to which the Regular
      Company Contribution relates is returned to the Member under Section 4.01,
      4.09, 4.10 or 4.11, the corresponding Regular Company Contribution shall
      be forfeited. Effective 1/1/92.

4.08  Special Company Contributions

(a)   With respect to each associated or affiliated company which has adopted
      the Plan, the Company may make Special Company Contributions to the Plan
      on account of any Plan Year in an amount, if any, approved by the Board Of
      Directors. Such Contributions shall be made on behalf of each present or
      former Member of such associated or affiliated company who made Member
      Contributions or authorized Deferred Cash Contributions to the Plan during
      the Plan Year based upon the number of Savings Plan Goals achieved by the
      associated or affiliated company for the Plan Year. If an Employee is
      employed by more than one such company during a Plan Year, Special Company
      Contributions on his behalf, if any, shall be based on the Savings Plan
      Goal achieved by the last such company employing him on or before the last
      day of the final pay period of the year. Notwithstanding the foregoing,
      if a Member is a participant in the Florida Progress Corporation
      Management Incentive Compensation Plan (the "MICP"), the Special Company
      Contribution on his behalf, if any, shall be based on the Savings Plan
      Goals achieved by the associated or affiliated company which is
      responsible for the payment of his performance award, if any, under the
      MICP for the Plan Year. However, no Special Company Contributions shall be
      made on behalf of a Member for a Plan Year unless such Member is an
      Employee on the last day of the final pay period of the Plan Year or the
      Member's Retirement or death occurred during the Plan Year. In no event
      shall the Company's contributions for any year exceed the maximum
      deductible from the
<PAGE>

                                                                         Page 19

      Company's income for such year under Section 404(a)(3)(A) of the Code or
      any statute of similar import. For each Plan Year, Special Company
      Contributions
      (i)   shall be made from the current or accumulated earnings and profits
            of the Company, and
      (ii)  shall be treated in all respects under this Plan as Company
            contributions, and
      (iii) shall equal, for each Savings Plan Goal met by such associated or
            affiliated company, five percent (5%) of that portion of the sum of
            the Deferred Cash Contributions plus Member Contributions made by or
            on behalf of each such Member for the Plan Year not in excess of six
            percent (6%) of the Member's Earnings for the Plan Year. In no event
            shall the Special Company Contributions made on behalf of each such
            Member for a Plan Year exceeded ten percent (10%) of that portion of
            the sum of the Deferred Cash Contributions plus Member Contributions
            made by or on behalf of each such Member for the Plan Year not in
            excess of six percent (6%) of the Member's Earnings for such Plan
            Year. Effective 1/1/92.

(b)   The Special Company Contributions, if any, for a Plan Year shall be
      allocated among the eligible Members of the associated or affiliated
      company in the proportion that the sum of the Deferred Cash Contributions
      plus Member Contributions made by or on behalf of each such Member not in
      excess of six percent (6%) of the Member's Earnings during such Plan Year
      bears to the aggregate of such sums for all such Members of the associated
      or affiliated company for such Plan Year. No Special Company Contributions
      will be made by the Company with respect to the excess of the sum of the
      Deferred Cash Contributions plus Member Contributions made by or on behalf
      of the Member over six percent (6%) of the Member's Earnings. The Special
      Company Contributions, if any, for each such Plan Year shall be paid to
      the Trustee as soon as practicable after the end of such Plan Year.

(c)   The Special Company Contributions are made expressly conditional on the
      Plan satisfying the provisions of Sections 4.01, 4.09, 4.10 or 4.11. If
      any portion of the Deferred Cash Contribution or Member Contribution to
      which the Special Company Contribution relates is returned to the Member
      under Sections 4.01, 4.09, 4.10 or 4.11, the corresponding Special Company
      Contribution shall be forfeited. Effective 1/1/92.

4.09  Actual Deferral Percentage Test

      With respect to each Plan Year, the Actual Deferral Percentage for Highly
      Compensated Employees who are Members or eligible to become Members shall
      not exceed the Actual Deferral Percentage for all other Employees who are
      Members or eligible to become Members multiplied by 1.25. If the Actual
      Deferral Percentage for Highly Compensated Employees does not meet the
      foregoing test, the Actual Deferral Percentage for Highly Compensated
      Employees may not exceed the Actual Deferral Percentage for all other
      Employees who are Members or eligible to become Members by more than two
<PAGE>

                                                                         Page 20

percentage points, and the Actual Deferral Percentage for Highly Compensated
Employees may not be more than 2.0 times the Actual Deferral Percentage for all
other Employees (or such lesser amount as the Plan Administrator shall determine
to satisfy the provisions of paragraph 4.11). The Plan Administrator may
implement rules limiting the Deferred Cash Contributions which may be made on
behalf of some or all Highly Compensated Employees so that this limitation is
satisfied. If the Plan Administrator determines that the limitation under this
paragraph 4.09 has been exceeded in any Plan Year, the following provisions
shall apply:
(a)   The amount of Deferred Cash Contributions made on behalf of some or all
      Highly Compensated Employees shall be reduced until the provisions of this
      paragraph are satisfied as follows. The actual deferral ratio of the
      Highly-Compensated Employee with the highest actual deferral ratio shall
      be reduced to the extent necessary to meet the test or to cause such ratio
      to equal the actual deferral ratio of the Highly-Compensated Employee with
      the next highest ratio. This process will be repeated until the actual
      deferral percentage test is passed. Each ratio shall be rounded to the
      nearest one one-hundredth of one percent of the Member's Statutory
      Earnings.
(b)   Deferred Cash Contributions subject to reduction under this paragraph,
      together with Gains or Losses thereon ("excess contributions"), shall be
      paid to the Member before the close of the Plan Year following the Plan
      Year in which the excess contributions were made and, to the extent
      practicable, within 2 1/2 months of the close of the Plan Year in which
      the excess contributions were made. However, any excess contributions for
      any Plan Year shall be reduced by any Deferred Cash Contributions
      previously returned to the Member under paragraph 4.01 for that Plan Year.
      In the event any Deferred Cash Contributions returned under this paragraph
      4.09 were matched by Special or Regular Company Contributions, such
      corresponding Special and Regular Company Contributions, with Gains or
      Losses thereon, shall be forfeited and used to reduce Company
      contributions.

      If the Plan Administrator adopts appropriate rules in accordance with
      regulations issued by the Secretary of the Treasury, the Member may elect,
      in lieu of a return of the excess contributions, to recharacterize the
      excess contributions to the Plan, together with the Gain or Loss thereon,
      as Member Contributions for the Plan Year in which the excess
      contributions were made, subject to the limitations of paragraph 4.02.
      Recharacterized excess contributions shall be considered Member
      Contributions made in the Plan Year to which the excess contributions
      relate for purposes of paragraph 4.10 and shall be subject to the
      withdrawal provisions applicable to Member Contributions under Article VI.
      The Member's election shall be made within 2-1/2 months of the close of
      the Plan Year in which the excess contributions were made or within such
      shorter period as the Plan Administrator may prescribe. In the absence of
      a timely election by the Member,
<PAGE>

                                                                         Page 21

          the Plan Administrator shall return the Member's excess contributions
          as provided in this subparagraph (b). Effective 1/1/92.

4.10 Contribution Percentage Test

     With respect to each Plan Year, the Contribution Percentage for Highly
     Compensated Employees who are Members or eligible to become Members shall
     not exceed the Contribution Percentage for all other Employees who are
     Members or eligible to become Members multiplied by 1.25. If the
     Contribution Percentage for the Highly Compensated Employees does not meet
     the foregoing test, the Contribution Percentage for Highly Compensated
     Employees may not exceed the Contribution Percentage of all other Employees
     who are Members or eligible to become Members by more than two percentage
     points, and the Contribution Percentage for Highly Compensated Employees
     may not be more than 2.0 times the Contribution Percentage for all other
     Employees (or such lesser amount as the Plan Administrator shall determine
     to satisfy the provisions of paragraph 4.11). The Plan Administrator may
     implement rules limiting the Member Contributions which may be made by some
     or all Highly Compensated Employees so that this limitation is satisfied.
     If the Plan Administrator determines that the limitation under this
     paragraph 4.10 has been exceeded in any Plan Year, the following provisions
     shall apply:

     (a)  The amount of Member Contributions, Regular Company Contributions and
          Special Company Contributions made by or on behalf of some or all
          Highly Compensated Employees in the Plan Year shall be reduced until
          the provisions of this paragraph satisfied as follows. The actual
          contribution ratio of the Highly-Compensated Employee with the highest
          actual contribution ratio shall be reduced to the extent necessary to
          meet the test or to cause such ratio to equal the actual contribution
          ratio of the Highly-Compensated Employee with the next highest actual
          contribution ratio. This process will be repeated until the actual
          contribution percentage test is passed. Each ratio shall be rounded to
          the nearest one one-hundredth of one percent of a Member's Statutory
          Earnings.

     (b)  Any Member Contributions, Regular Company Contributions and Special
          Company Contributions subject to reduction under this paragraph,
          increased by any Gain or decreased by the Loss attributable to those
          Contributions ("excess aggregate contributions"), shall be reduced and
          allocated in the following order:

          (i)   unmatched Member Contributions, to the extent of the excess
                aggregate contributions, together with the Gain/Loss
                attributable to those Contributions, shall be paid to the
                Member; and then, if necessary,

          (ii)  so much of the matched Member Contributions and corresponding
                Special Company and Regular Company Contributions, as shall be
                necessary to meet the test shall be reduced, with the Member
                Contributions, together with the Gain/Loss attributable to those
                Contributions, being paid to the Member and the Company
                Contributions together with the Gain/Loss
<PAGE>

                                                                         Page 22

                attributable to those Contributions, being forfeited and used to
                pay Plan expenses or applied to reduce Company contributions;
                then, if necessary

          (iii) so much of the Special Company Contributions and Regular Company
                Contributions, together with the Gain/Loss attributable to those
                Contributions, as shall be necessary to equal the balance of the
                excess aggregate contributions shall be reduced, with the vested
                Company contributions being paid to the Member and the Company
                contributions which are forfeitable under the Plan being
                forfeited and used to pay Plan expenses or applied to reduce
                Company contributions.

     (c)  Any repayment or forfeiture of excess aggregate contributions shall be
          made before the close of the Plan Year following the Plan Year for
          which the excess aggregate contributions were made and, to the extent
          practicable, any repayment or forfeiture shall be made within 2 1/2
          months of the close of the Plan Year in which the excess aggregate
          contributions were made. Effective 1/1/92.

4.11 Aggregate Contribution Limitation

     Notwithstanding the provisions of paragraphs 4.09 and 4.10, in no event
     shall the sum of the Actual Deferral Percentage of the group of eligible
     Highly Compensated Employees and the Contribution Percentage of such group,
     after applying the provisions of paragraphs 4.09 and 4.10, exceed the
     "aggregate limit" as provided in Section 401(m)(9) of the Code and the
     regulations issued thereunder. In the event the aggregate limit is exceeded
     for any Plan Year, the Contribution Percentages of the Highly Compensated
     Employees shall be reduced to the extent necessary to satisfy the aggregate
     limit in accordance with the procedure set forth in paragraph 4.10.

4.12 Additional Discrimination Testing Provisions

(a)  If any Highly Compensated Employee is either (i) a five percent owner or
     (ii) one of the 10 highest paid Highly Compensated Employees, then any
     Statutory Earnings paid to or any contribution made by or on behalf of any
     member of his "family" shall be deemed paid to or made by or on behalf of
     such Highly Compensated Employee for purposes of paragraphs 4.09, 4.10 and
     4.11, to the extent required under regulations prescribed by the Secretary
     of the Treasury or his delegate under Sections 401(k) and 401(m) of the
     Code. The contributions required to be aggregated under the preceding
     sentence shall be disregarded in determining the Actual Deferral Percentage
     and the Contribution Percentage for the group of non-highly compensated
     employees for purposes of paragraphs 4.09, 4.10 and 4.11. Any return of
     excess contributions or excess aggregate contributions realized under
     paragraphs 4.09, 4.10 and 4.11 with respect to the family group shall be
     made by allocating the excess contributions or excess aggregate
     contributions among the family members in proportion to the contributions
     made by or on behalf of each family member that is combined. For purposes
     of this paragraph, the
<PAGE>

                                                                         Page 23

     term "family" means, with respect to any employee, such employee's spouse,
     any lineal ascendants or descendants and spouses of such lineal ascendants
     or descendants.

(b)  If any Highly Compensated Employee is a member of another qualified plan of
     the Company or a Non-participating Company, other than an employee stock
     ownership plan described in Section 4975(e)(7) of the Code or any other
     qualified plan which must be mandatorily disaggregated under Section 410(b)
     of the Code, under which deferred cash contributions or matching
     contributions are made on behalf of the Highly Compensated Employee or
     under which the Highly Compensated Employee makes member contributions, the
     Plan Administrator shall implement rules, which shall be uniformly
     applicable to all employees similarly situated, to take into account all
     such contributions for the Highly Compensated Employee under all such plans
     in applying the limitations of paragraphs 4.09, 4.10 and 4.11. If any other
     such qualified plan has a plan year other than the Plan Year defined in
     paragraph 2.36, the contributions to be taken into account in applying the
     limitations of paragraphs 4.09, 4.10 and 4.11 will be those made in the
     Plan Years ending with or within the same calendar year.

(c)  In the event that this Plan is aggregated with one or more other plans to
     satisfy the requirements of Sections 401(a)(4) and 410(b) of the Code
     (other than for purposes of the average benefit percentage test) or if one
     or more other plans is aggregated with this Plan to satisfy the
     requirements of such sections of the Code, then the provisions of
     paragraphs 4.09, 4.10 and 4.11 shall be applied by determining the Actual
     Deferral Percentage and Contribution Percentage of employees as if all such
     plans were a single plan. If this Plan is permissively aggregated with any
     other plan or plans for purposes of satisfying the provisions of Section
     401(k)(3) of the Code, the aggregated plans must also satisfy the
     provisions of Sections 401(a)(4) and 410(b) of the Code as though they were
     a single plan. For Plan Years beginning after December 31, 1989, plans may
     be aggregated under this paragraph (c) only if they have the same plan
     year. Effective 1/1/89.

(d)  The Plan Administrator may elect to use Deferred Cash Contributions to
     satisfy the tests described in paragraphs 4.10 and 4.11, provided that the
     test described in paragraph 4.09 is met prior to such election, and
     continues to be met following the Plan Administrator's election to shift
     the application of those Deferred Cash Contributions from paragraph 4.09 to
     paragraph 4.10.

(e)  Notwithstanding any provision of the Plan to the contrary, employees
     included in a unit of employees covered by a collective bargaining
     agreement shall be disregarded in applying the provisions of paragraphs
     4.09, 4.10 and 4.11 except that the provisions of paragraph 4.09 above
     shall be applicable to that group of employees on and after January 1, 1993
     on the basis that those employees are included in a separate cash-or-
     deferred arrangement. Effective 1/1/89.
<PAGE>

                                                                         Page 24

4.13 Maximum Contributions

(a)  In no event shall the annual addition to a Member's Accounts for any Plan
     Year which shall be considered the "limitation year", when added to the
     Member's annual addition for that Plan Year under any other qualified
     defined contribution plan of the Company or a Non-participating Company
     exceed the lesser of (i) twenty-five percent (25 %) of his compensation for
     such Plan Year or (ii) the greater of $30,000 or one-quarter of the dollar
     limitation in effect under Section 415(b)(1)(A) of the Code.

(b)  For purposes of this paragraph, the "annual addition" to a Member's
     Accounts under this Plan or any other qualified defined contribution plan
     maintained by the Company or a Non-participating Company shall be the sum
     of:

     (i)  The Member Contributions allocated to the Member's Accounts under all
          qualified plans of the Company and the Non-Participating Companies;
          and

     (ii) The total of Company contributions, including Deferred Cash
          Contributions, and forfeitures allocated to the Member's Accounts
          under the Plan and such other plans,

     that have been allocated to the Member's Accounts under this Plan or his
     accounts under any other such qualified defined contribution plan. For
     purposes of this subparagraph (b), any Deferred Cash Contributions
     distributed under paragraph 4.09 and any Regular Company Contributions,
     Special Company Contributions or Member Contributions distributed or
     forfeited under the provisions of paragraph 4.01, 4.09, 4.10 or 4.11 shall
     be included in the annual addition for the year allocated. Effective
     1/1/87.

(c)  For purposes of this paragraph 4.13, the term "compensation" with respect
     to any Member shall mean the wages, salaries and other amounts paid in
     respect of that Member by the Company and the Non-participating Companies
     for personal services actually rendered, determined after any reduction of
     Earnings pursuant to paragraph 4.01 or pursuant to a cafeteria plan as
     described in Section 125 of the Code, including, but not limited to,
     bonuses, overtime payments and commissions, but excluding deferred
     compensation (except in the Plan Year in which such compensation is
     includible in the Member's gross income), stock options and other
     distributions which receive special tax benefits under the Code.

(d)  If the annual addition to a Member's Accounts for any Plan Year, prior to
     the application of the limitation set forth in paragraph (a) above, exceeds
     that limitation, due to a reasonable error in estimating a Member's annual
     earnings or in determining the amount of Deferred Cash Contributions that
     may be made with respect to a Member under Section 415 of the Code, or as
     the result of the allocation of forfeitures, the amount of contributions
     credited to the Member's Accounts in that Plan Year shall be adjusted to
     the extent necessary to satisfy that limitation in accordance with the
     following order of priority:
<PAGE>

                                                                         Page 25

     (i)   The Member's unmatched Member Contributions under paragraph 4.02
           shall be reduced to the extent necessary. The amount of the reduction
           shall be returned to the Member, together with any earnings on the
           contributions to be returned.

     (ii)  The Member's unmatched Deferred Cash Contributions under paragraph
           4.01 shall be reduced to the extent necessary. The amount of the
           reduction shall be returned to the Member, together with any earnings
           on the contributions to be returned. Effective 1/1/92.

     (ii)  The Member's matched Member Contributions and corresponding Regular
           Company Contributions and Special Company Contributions shall be
           reduced to the extent necessary. The amount of the reduction
           attributable to the Member's matched Member Contributions shall be
           returned to the Member, together with any earnings on those
           contributions to be returned, and the amount attributable to the
           Company contributions shall be forfeited and reallocated:

           (A) in the case of the Special Company Contributions, to the other
               eligible Members in accordance with the method provided in
               paragraph 4.08, and

           (B) in the case of the Regular Company Contributions, to the other
               eligible Members based on the ratio of each other eligible
               Member's Earnings during the Plan Year to the total Earnings
               during that Plan Year for all other eligible Members.

     (iv)  The Member's matched Deferred Cash Contributions and corresponding
           Regular Company Contributions and Special Company Contributions shall
           be reduced to the extent necessary. The amount of the reduction
           attributable to the Member's matched Deferred Cash Contributions
           shall be returned to the Member, together with any earnings on those
           contributions to be returned, and the amount attributable to the
           Company contributions shall be forfeited and reallocated:

           (A) in the case of the Special Company Contributions, to the other
               eligible Members in accordance with the method provided in
               paragraph 4.08, and

           (B) in the case of the Regular Company Contributions, to the other
               eligible Members based on the ratio of each other eligible
               Member's Earnings during the Plan Year to the total Earnings
               during that Plan Year for all other eligible Members. Effective
               1/1/92.

     Any Deferred Cash Contributions returned to a Member under this
     subparagraph (d) shall be disregarded in applying the dollar limitation on
     Deferred Cash Contributions under paragraph 4.01, and in performing the
     Actual Deferral Percentage Test under paragraph 4.09. Any Member
     Contributions returned under this subparagraph (d) shall be disregarded in
     performing the Contribution Percentage Test under paragraph 4.10. Effective
     1/1/87.

(e)  If a Member is a participant under a qualified defined benefit plan
     required to be taken into account for the purposes of the limitations
     contained in Section 415 of the Code, then, if for any year the sum of the
     defined benefit plan fraction and the defined contribution plan fraction
     (as such terms are defined in Section 415(e) of said Code)
<PAGE>

                                                                         Page 26

     would exceed 1.0, the projected annual benefit of the Member under the
     defined benefit plan shall be reduced to the extent required by Section
     415(e) of the Code.

4.14 Investment of Contributions

     Contributions made by and/or on behalf of a Member pursuant to paragraphs
     4.01, 4.02, 4.04, 4.07 and 4.08 shall be remitted to the Trustee for
     investment in one or more of the Investment Funds in accordance with
     Article VIII and the terms of the Trust Agreement(s).

4.15 Return of Contributions

(a)  If the Commissioner of Internal Revenue, on timely application made after
     the establishment of the Plan, determines that the Plan fails to meet the
     requirements for initial qualification under Section 401(a), 401(k) or 409
     of the Code, or refuses, in writing, to issue a determination as to whether
     the Plan is so qualified, all contributions made on or after the date on
     which that determination or refusal is applicable shall be returned to the
     Company. The return shall be made within one year after the denial of
     qualification.

(b)  If all or part of a Company's deductions under Section 404 of the Code for
     contributions to the Plan are disallowed by the Internal Revenue Service,
     the portion of the contributions to which that disallowance applies shall
     be returned to the Company without interest but reduced by any investment
     loss attributable to those contributions. The return shall be made within
     one year after the disallowance of the deduction. For this purpose, all
     contributions made by the Company are expressly declared to be conditioned
     upon their deductibility under Section 404 of the Code.

(c)  The Company may recover without interest the mount of its contributions to
     the Plan made on account of a mistake in fact, reduced by any investment
     loss attributable to those contributions, if recovery is made within one
     year after the date of those contributions.

(d)  In the event that Deferred Cash Contributions made under paragraph 4.01 are
     returned to the Company in accordance with the provisions of this paragraph
     4.15, the elections to reduce Earnings which were made by Members on whose
     behalf those contributions were made shall be void retroactively to the
     beginning of the period for which those contributions were made. The
     Deferred Cash Contributions so returned, reduced by any attributable
     investment loss, shall be distributed in cash to those Members for whom
     those contributions were made, provided, however, that if the contributions
     are returned under the provisions of subparagraph (a) above, the amount of
     Deferred Cash Contributions to be distributed to Members shall be adjusted
     to reflect any investment gains or losses attributable to those
     contributions.
<PAGE>

                                                                         Page 27

4.16 Top-Heavy Provisions

(a)  For purposes of this paragraph, the Plan shall be "top-heavy" with respect
     to any Plan Year if, as of the applicable determination date, the top-heavy
     ratio exceeds 60 percent. The top-heavy ratio shall be determined as of
     the applicable Valuation Date in accordance with Section 416(g) of the Code
     and Article VII of this Plan. For purposes of determining whether the Plan
     is top-heavy, the account balances under the Plan will be combined with the
     account balances or the present value of accrued benefits under each other
     plan in the required aggregation group, and, in the Company's discretion,
     may be combined with the account balances or the present value of accrued
     benefits under any other qualified plan in the permissive aggregation
     group. Distributions made with respect to a Member under the Plan during
     the five-year period ending on the applicable determination date shall be
     taken into account for purposes of determining the top-heavy ratio;
     distributions under plans that terminated within such five-year period
     shall also be taken into account, if any such plan contained key employees
     and therefore would have been part of the required aggregation group.

(b)  For any Plan Year with respect to which the Plan is top-heavy, an
     additional Company contribution shall be allocated on behalf of each Member
     (and each Employee eligible to become a Member) who is a non-key employee,
     and who has not separated from service as of the last day of the final pay
     period of the Plan Year, to the extent that the contributions made on his
     behalf under paragraphs 4.07 and 4.08 for the Plan Year (and not needed to
     meet the contribution percentage test set forth in paragraph 4.10) would
     otherwise be less than 3% of his compensation. However, if the greatest
     percentage of compensation contributed on behalf of a key employee under
     paragraphs 4.01, 4.07 and 4.08 for the Plan Year would be less than 3%,
     that lesser percentage shall be substituted for "3%" in the preceding
     sentence. Notwithstanding the foregoing provisions of this subparagraph
     (b), no minimum contribution shall be made under this Plan with respect to
     a Member (or an Employee eligible to become a Member) if the required
     minimum benefit under Section 416(c)(1) of the Code is provided to him by
     any other qualified defined benefit plan of the Company or a Non-
     participating Company. For the purposes of this subparagraph (b),
     "compensation" has the same meaning as set forth in paragraph 4.13(c), as
     limited by the Annual Dollar Limit.

(c)  The following definitions apply to the terms used in this paragraph:

     (i)   "applicable determination date" means the last day of the later of
           the first Plan Year or the preceding Plan Year;

     (ii)  "top-heavy ratio" means the ratio of (A) the value of the aggregate
           of the Accounts under the Plan for key employees to (B) the value of
           the aggregate of the Accounts under the Plan for all key employees
           and non-key employees;

     (iii) "key employee" means an employee who is in a category of employees
           determined in accordance with the provisions of Section 416(i)(1) and
           (5) of the Code and any regulations thereunder, and where applicable,
           on the basis of the
<PAGE>

                                                                         Page 28

     (iv)  Employee's Statutory Earnings from the Company or a Non-participating
           Company;

     (iv)  "non-key employee" means any Employee who is not a key employee;

     (v)   "applicable Valuation Date" means the Valuation Date coincident with
           or immediately preceding the last day of the preceding Plan Year;

     (vi)  "required aggregation group" means any other qualified plan(s) of the
           Company or a Non-participating Company in which there are members who
           are key employees or which enable(s) the Plan to meet the
           requirements of Sections 401(a)(4) or 410 of the Code; and

     (vii) "permissive aggregation group" means each plan in the required
           aggregation group and any other qualified plan(s) of the Company or a
           Non-participating Company in which all members are non-key employees,
           if the resulting aggregation group continues to meet the requirements
           of Sections 401(a)(4) and 410 of the Code.

4.17 Leased Employees

     In the case of any person who is a Leased Employee immediately before or
     after a period of service as an Employee, the entire period during which he
     has performed services for the Company or a Non-participating Company as a
     leased employee shall be counted as service as an Employee for all purposes
     of the Plan, except that he shall not, by reason of that status, become a
     Member of the Plan. Effective 1/1/84.

4.18 Special Transfer Provision for Employees of Premier Investment Management,
     Inc.

     With respect to any Member who became an employee of Premier Investment
     Management, Inc. effective as of July 1, 1989, the Trustee shall transfer
     the assets and liabilities attributable to the Member's Accounts under this
     Plan directly to the Premier Investment Management, Inc. Profit-Sharing
     Plan and Trust ("Premier Plan") and its related trust. The transfer shall
     take place by July 1, 1990 or as soon as is reasonably practicable
     thereafter. Following such transfer, the Member's Accounts shall cease to
     be a liability of this Plan and shall become a liability of the Premier
     Plan and shall be administered in accordance with the provisions of the
     Premier Plan and applicable law. All such transfers of assets and
     liabilities shall be made in accordance with the provisions of the Code and
     ERISA. Effective 5/1/90.
<PAGE>

                                                                         Page 29

             ARTICLE V - TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN
             ----------------------------------------------------

5.01 In General

     The portions of the Company ESOP Account and the Member ESOP Account which
     are invested in the Florida Progress Corporation Employee Stock Ownership
     Fund shall be considered a tax credit employee stock ownership plan within
     the meaning of Section 409 of the Code (hereinafter the "ESOP"). As such,
     the ESOP is intended to constitute a continuation of the program of
     employee stock ownership contained in the Employee Stock Ownership Plan of
     Florida Progress Corporation (hereinafter the "Former ESOP"), which was
     merged into the Plan effective as of January 1, 1988. In accordance with
     the terms of the Plan, the ESOP shall be primarily invested in Company
     Stock. Effective 1/1/88.

5.02 No Contributions

     No contributions are permitted under the ESOP or have been permitted under
     the Former ESOP with respect to compensation paid to or accrued by a Member
     on or after January 1, 1987. Account balances maintained under the Former
     ESOP as of December 31, 1987 have been transferred to the ESOP.

5.03 No Recapture

     If the amount of the ESOP tax credit determined under Section 48(n)(1) of
     the Code (as in effect prior to the enactment of the Tax Reform Act of
     1984) or under Section 41 of the Code is disallowed or is recaptured, the
     amounts transferred to the Trustee shall remain in the Trust and shall
     continue to be allocated in accordance with this Plan.

5.04 Limitation on Certain Transfers and Withdrawals

     Amounts transferred from the Former ESOP shall be initially invested in
     Company Stock in the Florida Progress Corporation Employee Stock Ownership
     Fund. No transfers, withdrawals or loans of such amounts shall be permitted
     under Article VI or VIII with respect to amounts contributed to the Former
     ESOP or the ESOP in order to secure the tax credit under Section 48(n)(1)
     of the Code (as in effect prior to the enactment of the Tax Reform Act of
     1984) or under Section 41 of the Code unless either:

     (i)  such amounts were allocated to the Member's Company ESOP Account or
          Member ESOP Account at least 84 months prior to the month in which
          such withdrawal or transfer is made, or

     (ii) such amounts are withdrawn to meet the diversification requirements of
          Section 401(a)(28) of the Code and no amounts described in clause (i)
          are available to meet such requirements.
<PAGE>

                                                                         Page 30

5.05 Dividends

     As of any quarterly Valuation Date a Member shall be permitted to elect by
     giving Notice to the Plan Administrator to receive a cash distribution
     equal to the dividends paid on Company Stock, if any, allocated to the ESOP
     in the calendar quarter immediately following that Valuation Date. The
     distribution shall be paid to the Member as soon as practical after the
     dividend is paid but not later than 90 days after the end of the Plan Year
     in which the dividend is paid to the Trustee. A Member's election shall not
     be effective in subsequent calendar quarters unless he again elects the
     cash distribution of dividends in accordance with this paragraph 5.06.

5.06 Plan Expenses

     The Company shall pay for all the expenses of the ESOP except that to the
     extent permitted by Section 409(i) of the Code, the expenses of
     establishing and maintaining the ESOP and its implementing trust may be
     paid or recovered by the Company from unallocated trust assets or income of
     the trust assets.
<PAGE>

                                                                         Page 31

                  ARTICLE VI- PAYMENTS, WITHDRAWALS AND LOANS
                  -------------------------------------------

6.01 Vested Portion of Accounts

(a)  As of any Valuation Date a Member shall be vested in the following portions
     of his Accounts:
     (i)   100% of his Member Account, plus
     (ii)  100% of his Deferred Account, plus
     (iii) 100% of his Company ESOP Account, plus
     (iv)  100% of his Member ESOP Account, plus
     (v)   100% of his Rollover Account, plus
     (vi)  100% of his Prior Pension Account, plus
     (vii) A percentage of his Company Deferred Account and Company Member
           Account determined in accordance with the following schedule:

                      Completed Years of Continuous
                        Service On Valuation Date         Vested Percentage
                        -------------------------         -----------------

                              Under 2                               0 %
                                    2                              25
                                    3                              50
                                    4                              75
                                    5 or more                     100

(b)  A Member who is not 100% vested in all of his Accounts pursuant to
     subparagraph (a) above shall nevertheless be 100% vested in all of his
     Accounts upon the later of his attainment of age 65 or completion of 5
     years of Continuous Service while in the employ of the Company or a Non-
     participating Company or upon his death while in the employ of the Company
     or a Non-participating Company or upon his Retirement.

6.02 Form of Payments

(a)  Distribution of the vested portion of a Member's Accounts, other than
     amounts invested in the Florida Progress Corporation Employee Stock
     Ownership Fund, shall be made in a cash lump sum to the Member or to his
     Beneficiary if the Member is not living. However, if distribution is made
     on account of the Retirement or death of a Member, the Member or his
     Beneficiary may elect to receive payment of his Accounts, other than
     amounts invested in the Florida Progress Corporation Employee Stock
     Ownership Fund, in monthly cash installments of approximately equal amounts
     for a period of 60 or 120 months. If a Member dies while installment
     payments are being paid, such installments shall continue to his
     Beneficiary. If no Beneficiary survives to receive such installments or if
     no Beneficiary has been designated, a lump sum payment of the remaining
     balance
<PAGE>

                                                                         Page 32

     in the Member's Accounts shall be made to the estate of the last to survive
     of the Member or his Beneficiary.

     In lieu of a lump sum payment in cash as provided above, a Member or
     Beneficiary may elect to receive a distribution in full or in part of his
     interest in the Florida Progress Corporation Stock Fund in whole shares.
     Fractional Shares shall be paid in cash.

(b)  The period over which installments are to be paid under subparagraph (a)
     shall not exceed the life expectancy of the last survivor of the Member and
     his Beneficiary, or if the Member is deceased, the life expectancy of the
     Beneficiary. The amount of installment payments in any year shall at least
     be equal to the amount required to be distributed under Section 401(a)(9)
     of the Code, including amounts required to be distributed pursuant to the
     limits on incidental death benefits under such Section 401(a)(9).

(c)  Amounts invested in the Florida Progress Corporation Employee Stock
     Ownership Fund, shall be distributed by a lump sum payment in Company Stock
     to the Member or to his Beneficiary if the Member is not living. However,
     if the distribution is made on account of the Retirement or death of a
     Member, the Member or his Beneficiary may elect to receive payment in
     Company Stock of his Accounts invested in the Florida Progress Corporation
     Employee Stock Ownership Fund, in annual installments of approximately
     equal amounts for a period of 5 or 10 years. If a Member dies while
     installment payments are being paid, such installments shall continue to
     his Beneficiary. If no Beneficiary survives to receive such installments or
     if no Beneficiary has been designated, a lump sum payment of the remaining
     balance in the Member's Accounts shall be made to the estate of the last to
     survive of the Member or his Beneficiary. Notwithstanding the preceding,
     fractional shares of Company Stock shall be distributable in cash.

6.03 Commencement of Payments

(a)  Except as otherwise provided in this Article, distribution of the vested
     portion of a Member's Accounts shall commence as soon as administratively
     practicable following the later of (i) the Member's termination of
     employment, or (ii) the 65th anniversary of the Member's date of birth (but
     not more than 60 days after the close of the Plan Year in which the later
     of (i) or (ii) occurs).

(b)  In lieu of a distribution as described in subparagraph (a) above, a Member
     may, in accordance with such procedures as the Plan Administrator
     prescribes, elect to have the distribution of the vested portion of his
     Accounts commence as of any Valuation Date coincident with or following his
     termination of employment with the Company and the Non-participating
     Companies, but no later than the Valuation Date following his attainment of
     age 70. Effective 1/1/95.
<PAGE>

                                                                         Page 33

(c)  In the case of the death of a Member before his benefits commence, the
     Vested Portion of his Accounts shall commence to his Beneficiary as soon as
     administratively practicable following the Member's date of death (and in
     no event later than 5 years after the Member's date of death, except that
     installment payments shall commence within one year of the Member's date of
     death). Notwithstanding the preceding, if the Beneficiary is the Member's
     surviving spouse, such spouse may defer commencement until the Valuation
     Date next following the date the Member would have attained age 65.

6.04 Age 70 1/2 Required Distribution

(a)  In no event shall the provisions of this Article operate so as to allow the
     distribution of a Member's Accounts to begin later than the April 1
     following the calendar year in which the Member attains age 70-1/2,
     provided that such commencement in active service shall not be required
     with respect to a Member (i) who does not own more than five per cent of
     the outstanding stock of the Company (or stock possessing more than five
     per cent of the total combined voting power of all stock of the Company)
     and (ii) who attained age 70-1/2 prior to January 1, 1988.

(b)  In the event a Member in active service is required to begin receiving
     payments while in service under the provisions of subparagraph (a) above,
     the Plan Administrator shall distribute to the Member in each distribution
     calendar year the minimum amount required to satisfy the provisions of
     Section 401(a)(9) of the Code, provided, however, that the payment for the
     first distribution calendar year shall be made on or before April 1 of the
     following calendar year. Such minimum amount will be determined on the
     basis of the Member's life expectancy except that if the Member is married
     the joint life expectancy of the Member and his spouse shall be used. Such
     life expectancies will not be recalculated. The amount of the withdrawal
     shall be deducted from the Member's Accounts and the Investment Funds in
     which such Accounts are invested in accordance with the procedures
     applicable to other in-service withdrawals pursuant to the provisions of
     paragraph 6.07. The commencement of payments under this paragraph 6.04
     shall not constitute an Annuity Starting Date for purposes of Sections 72,
     401(a)(11) and 417 of the Code. Upon the Member's subsequent termination
     of employment, payment of the Member's Accounts shall be made in accordance
     with the provisions of paragraphs 6.02 and 6.03. Effective 1/1/89.

6.05 Small Benefits

     Notwithstanding any provision of the Plan to the contrary, a lump sum
     payment shall be made in lieu of all vested benefits if the value of the
     Vested Portion of the Member's Accounts amounts to $3,500 or less. The lump
     sum payment shall be made as soon as administratively practicable following
     the Member's termination of employment.
<PAGE>

                                                                         Page 34

6.06 Withdrawals During Employment

(a)  In advance of the Valuation Date on which such election shall become
     effective, a Member may, by giving Notice to the Plan Administrator, elect
     to make withdrawals from his Accounts in the following order:
     (i)    all or part of his Member Account, then
     (ii)   all or part of the vested portion of his Company Member Account,
            excluding contributions to such Account contributed within the 24-
            month period preceding the Valuation Date on which the withdrawal is
            made, then
     (iii)  all or part of the vested portion of his Company Deferred Account,
            excluding contributions to such Account contributed within the 24-
            month period preceding the Valuation Date,
     (iv)   all or part of his Member ESOP Account, which as of such Valuation
            Date, is invested in any Fund other than the Florida Progress
            Corporation Employee Stock Ownership Fund, then
     (v)    all or part of his Company ESOP Account which as of such Valuation
            Date is invested in any Fund other than the Florida Progress
            Corporation Employee Stock Ownership Fund, then
     (vi)   all or part of his Rollover Account, exclusive of amounts
            attributable to rollovers from an individual retirement account,
            then
     (vii)  all or part of his Deferred Account, provided the Member has
            attained age 59-1/2 as of the Valuation Date. Effective 1/1/93.

(b)  A Member may elect, by giving Notice in advance of the Valuation Date on
     which such election shall become effective, to withdraw all or part of his
     Member ESOP Account invested in the Florida Progress Corporation Employee
     Stock Ownership Fund and then all or part of his Company ESOP Account
     invested in the Florida Progress Corporation Employee Stock Ownership Fund.
     Effective 1/1/93.

(c)  A Member shall not withdraw any portion of his Prior Pension Account; in no
     event shall a Member withdraw any portion of his Deferred Account prior to
     his attainment of age 59-1/2 except as provided in subparagraph (d) below.

(d)  A Member who has withdrawn the total amount available for withdrawal under
     the preceding subparagraphs may, no more than once in any Plan Year, elect
     to withdraw all or part of his Deferred Account, exclusive of earnings
     thereon credited after December 31, 1988, upon furnishing proof of
     financial hardship satisfactory to the Plan Administrator. The amount to be
     withdrawn from the Deferred Account shall not exceed the amount required to
     meet the immediate financial need created by the hardship and not
     reasonably available from other resources of the Member, as determined by
     the Plan Administrator pursuant to subparagraph (g) below. For purposes of
     this subparagraph, "hardship" shall mean an immediate and heavy need to
     draw on financial resources as determined in subparagraph (f) below.
<PAGE>

                                                                         Page 35

(e)  A Member may specify the amounts to be withdrawn under this paragraph 6.06
     from any of the Funds in which such amounts are invested. In the absence of
     such direction, the amounts withdrawn shall be allocated, to the extent
     possible, among such Funds in proportion to the balance of the aggregate
     Contributions theretofore made to each Fund and not previously withdrawn by
     the Member.

(f)  As a condition for hardship there must exist with respect to the Member an
     immediate and heavy financial need to draw upon his Deferred Account.
     (i)  The Plan Administrator shall presume the existence of an immediate and
          heavy need for purposes of a hardship withdrawal if the requested
          withdrawal is on account of any of the following:
          (A)  expenses for medical care described in Section 213(d) of the Code
               previously incurred by the Member, his spouse or any of his
               dependents (as defined in Section 152 of the Code) or necessary
               for those persons to obtain such medical care;
          (B)  costs directly related to the purchase (including construction)
               of a principal residence of the Member (excluding mortgage
               payments);
          (C)  payment of tuition and related educational fees for the next 12
               months of post-secondary education of the Member, his spouse or
               dependents; or
          (D)  payment of amounts necessary to prevent eviction of the Member
               from his principal residence or to avoid foreclosure on the
               mortgage of his principal residence;
     (ii) The Plan Administrator may determine the existence of immediate and
          heavy financial need in situations other than those described in (i)
          above where the Member demonstrates the withdrawal is necessary for
          one of the following reasons:
          (A)  significant legal expenses associated with major litigation in
               which the employee is involved where no other resources are
               reasonably available;
          (B)  costs, penalties, or assessments associated with Internal Revenue
               Service tax audits, tax liens, or adverse rulings against the
               employee, spouse, or eligible dependents where no other resources
               are reasonably available;
          (C)  significant expenses relating to adoption or the placement of a
               relative in an extended care facility where no other resources
               are reasonably available;
          (D)  significant funeral expenses associated with the death of a
               relative of the employee where no other resources are reasonably
               available; or
          (E)  the amount necessary to avoid the impending bankruptcy of the
               Member where no other resources are reasonably available.

In evaluating the relevant facts and circumstances, the Plan Administrator shall
act in a nondiscriminatory fashion and shall treat uniformly those Members who
are similarly situated. A financial need shall not fail to qualify as immediate
and heavy merely because the need was reasonably foreseeable. The Member shall
furnish to the Plan
<PAGE>

                                                                         Page 36

     Administrator such supporting documents as the Plan Administrator may
     request in accordance with uniform and nondiscriminatory rules prescribed
     by the Plan Administrator. Effective 10/19/92.

(g)  As a condition for a hardship withdrawal, the Member must demonstrate that
     the requested withdrawal is necessary to satisfy the financial need
     described in subparagraph (f) above. A Member who requests a hardship
     withdrawal to satisfy a financial need described in subparagraph (f)(i)
     above must comply with (i) as follows and a Member who requests a hardship
     withdrawal to satisfy a financial need described in subparagraph (f)(ii)
     above must comply with (ii) as follows:
     (i)  The Member must request, by giving such Notice as the Plan
          Administrator shall prescribe, that the Plan Administrator make its
          determination of the necessity for the withdrawal solely on the basis
          of his application. In that event, the Plan Administrator shall make
          such determination, provided all of the following requirements are
          met: (A) the Member has obtained all distributions, other than
          distributions available only on account of hardship, and all
          nontaxable loans currently available under all plans of the Company
          and Non-participating Companies, (B) the Member is prohibited from
          making Deferred Cash Contributions and Member Contributions to the
          Plan and all other plans of the Company and Non-participating
          Companies under the terms of such plans or by means of an otherwise
          legally enforceable agreement for at least 12 months after receipt of
          the distribution, and (C) the limitation described in paragraph
          4.01(b) under all plans of the Company and Non-participating Companies
          for the calendar year following the year in which the withdrawal is
          made must be reduced by the Member's elective deferrals made in the
          calendar year of the distribution for hardship. For purposes of clause
          (B), "all other plans of the Company and Nonparticipating Companies"
          shall include stock option plans, stock purchase plans, qualified and
          non-qualified deferred compensation plans and such other plans as may
          be designated under regulations issued under Section 401(k) of the
          Code, but shall not include health and welfare benefit plans and the
          mandatory employee contribution portion of a defined benefit plan.
     (ii) The Member must certify to the Plan Administrator, on such form as the
          Plan Administrator may prescribe, that the financial need cannot be
          fully relieved (A) through reimbursement or compensation by insurance
          or otherwise, (B) by reasonable liquidation of the Member's assets,
          (C) by cessation of Deferred Cash Contributions and Member
          Contributions, or (D) by other distributions or nontaxable (at the
          time of the loan) loans from the Plan or other plans of the Company or
          Non-participating Companies or by borrowing from commercial sources at
          a reasonable rate in an amount sufficient to satisfy the need. The
          actions listed are required to be taken to the extent necessary to
          relieve the hardship but any action which would have the effect of
          increasing the hardship need not be taken. For purposes of this
          subparagraph (ii), there shall be attributed to the Member those
          assets of the Member's spouse and minor children
<PAGE>

                                                                         Page 37

          which are reasonably available to the Member. The Member shall furnish
          to the Plan Administrator such supporting documents as the Plan
          Administrator may request in accordance with uniform and
          nondiscriminatory rules prescribed by the Plan Administrator. If, on
          the basis of the Member's certification and the supporting documents,
          the Plan Administrator finds he can reasonably rely on the Member's
          certification, then the Plan Administrator shall find that the
          requested withdrawal is necessary to meet the Member's financial need.

6.07 Minimum Withdrawal

(a)  A Member shall not make a withdrawal under paragraph 6.06 of an amount
     which is less than $200 unless the withdrawal represents the total value
     then available for withdrawal.

(b)  A Member shall not make a withdrawal under paragraph 6.06 of Company Stock
     of less than 20 shares unless the shares represents the total number of
     shares of Company Stock then available for withdrawal.

6.08 Distribution Limitation

     Notwithstanding any other provision of this Article VI, all distributions
     from this plan shall conform to the regulations issued under Section
     401(a)(9) of the Code, including the incidental death benefit provisions of
     Section 401(a)(9)(G) of the Code. Further, such regulations shall override
     any Plan provision that is inconsistent with Section 401(a)(9) of the Code.
     Effective 1/1/87.

6.09 Direct Rollover of Certain Distributions

     This paragraph applies to distributions, made on or after January 1, 1993.
     Notwithstanding any provision of the Plan to the contrary that would
     otherwise limit a distributee's election under this paragraph, a
     distributee may elect, by giving Notice to the Plan Administrator, to have
     any portion of an eligible rollover distribution paid directly to an
     eligible retirement plan specified by the distributee in a direct rollover.
     The following definitions apply to the terms used in this paragraph:
     (a)  "Eligible rollover distribution" means any distribution of all or any
          portion of the balance to the credit of the distributee, except that
          an eligible rollover distribution does not include any distribution
          that is one of a series of substantially equal periodic payments (not
          less frequently than annually) made for the life (or life expectancy)
          of the distributee or the joint lives (or joint life expectancies) of
          the distributee and the distributee's designated beneficiary, or for a
          specified period of ten years or more, any distribution to the extent
          such distribution is required under Section 401(a)(9) of the Code, and
          the portion of any distribution that is not includible in gross income
          (determined without regard to the exclusion for net unrealized
          appreciation with respect to employer securities);
<PAGE>

                                                                         Page 38

     (b)  "Eligible retirement plan" means an individual retirement account
          described in Section 408(a) of the Code, an individual retirement
          annuity described in Section 408(b) of the Code, an annuity plan
          described in Section 403(a) of the Code, or a qualified trust
          described in Section 401(a) of the Code, that accepts the
          distributee's eligible rollover distribution. However, in the case of
          an eligible rollover distribution to the surviving spouse, an eligible
          retirement plan is an individual retirement account or individual
          retirement annuity;
     (c)  "Distributee" means an employee or former employee. In addition, the
          employee's or former employee's surviving spouse and the employee's or
          former employee's spouse or former spouse who is the alternate payee
          under a qualified domestic relations order as defined in Section
          414(p) of the Code, are distributees with regard to the interest of
          the spouse or former spouse; and
     (d)  "Direct rollover" means a payment by the Plan to the eligible
          retirement plan specified by the distributee.

6.10 Waiver of Notice Period

     Except as provided in the following sentence, if the value of the vested
     portion of a Member's Accounts exceeds $3,500, an election by the Member to
     receive a distribution prior to attaining age 65 shall not be valid unless
     Notice of such election is given to the Plan Administrator after the
     Member has received the notice required under Section 1.411(a)-11(c) of
     the Income Tax Regulations and (b) within a reasonable time before the
     effective date of the commencement of the distribution as prescribed by
     said regulations. If a distribution is one to which Sections 401(a)(11) and
     417 of the Code do not apply, such distribution may commence less than 30
     days after the notice required under Section 1.411(a)-11(c) of the Income
     Tax Regulations is given, provided that:
     (i)  the Plan Administrator clearly informs the Member that he has a right
          to a period of at least 30 days after receiving the notice to consider
          the decision of whether or not to elect a distribution (and, if
          applicable, a particular distribution option), and
     (ii) the Member, after receiving the notice, affirmatively elects a
          distribution. Effective l/1/94.

6.11 Forfeitures

     Upon termination of employment of a Member who was not fully vested in his
     Company Member Account and Company Deferred Account, the non-vested portion
     of such Accounts shall remain in such Accounts until the Member has five
     consecutive one year breaks in service or he receives a distribution of the
     vested portion of his Accounts, if earlier. If the former Member is not
     reemployed by the Company or a Non-participating Company before he has five
     consecutive one year breaks in service or receives such a distribution, the
     non-vested portion of his Company Member Account and Company Deferred
     Account shall be forfeited. Any amounts forfeited pursuant to this
     paragraph
<PAGE>

                                                                         Page 39

     6.11 shall be applied to reduce Company contributions. If the amount of the
     vested portion of a Member's Company Member Account and Company Deferred
     Account at the time of his termination of employment is zero, the Member
     shall be deemed to have received a distribution of such zero vested
     benefit.

6.12 Restoration of Former Member to Service

(a)  If any former Member is restored to service as an Employee, he shall be
     immediately eligible to become a Member. He shall become a contributing
     Member again upon giving Notice to the Plan Administrator in accordance
     with paragraph 3.02.

(b)  Upon restoration to service, any Member or former Member who was vested in
     all or a portion of his Company Member Account or Company Deferred Account
     at his previous termination of service, and any other such Member whose
     period of break in service did not equal or exceed five years, shall have
     the Continuous Service rendered on or after January 1, 1976, to which he
     was previously entitled, restored to him. If any former Member who is
     restored to service as an Employee and has Continuous Service restored to
     him pursuant to this paragraph shall have forfeited all or a portion of the
     value of his Company Member Account or Company Deferred Account upon his
     previous termination of service, the amount so forfeited shall be restored
     to his Company Member Account and Company Deferred Account. However, upon
     subsequent termination of service or upon withdrawal of any amount pursuant
     to paragraph 6.07, any amounts withdrawn at the time of his previous
     termination of service, or prior thereto, shall be taken into account in
     determining the vested portion of his Company Member Account and Company
     Deferred Account attributable to the amount restored to him pursuant to
     this paragraph.

6.13 Member Loans

(a)  The Plan Administrator may make loans to Members who axe employed by the
     Company or a Non-participating Company under such uniform rules as it may
     adopt. Such loans shall be made, as the Member may elect, in either or both
     of the following manners:
     (i)  from the Member's Member Account; then the vested portion of his
          Company Member Account and then the Company Deferred Account,
          excluding in both cases contributions to such Company Accounts
          contributed within the 24-month period preceding the Valuation Date on
          which the loan is processed; then his Rollover Account; and lastly the
          Member's Prior Pension Account; or
     (ii) from the Member's Deferred Account.

     Pursuant to such rules as the Plan Administrator may prescribe, the Plan
     Administrator may, in its discretion, authorize loans from a Member's
     Company ESOP Account or his Member ESOP Account.
<PAGE>

                                                                         Page 40

     If a Member directs that a loan under (i) or (ii) above shall be applied
     against a specified Investment Fund (or Funds), then such loan shall be
     applied against the specified Fund (or Funds) as directed in accordance
     with the hierarchy established in (i) or (ii) as the case may be. If a
     Member directs that a loan under (i) or (ii) above shall be proportionately
     against the Investment Fund (or Funds) in which the Accounts described in
     (i) or (ii) are invested, then such loan shall be so applied against such
     accounts without regard to the hierarchy established in (i) or (ii) as the
     case may be.

     The amount of any loan shall not be less than $200 nor more than the amount
     which when added to the outstanding balance of any other loans to the
     Member from the Plan and any other plan of the Company or a Non-
     participating Company, equals the lesser of (a) or (b) where (a) is $50,000
     reduced by the excess, if any, of (i) the highest outstanding balance of
     loans to the Member from such plans during the one year period ending on
     the day before the day the loan is made, over (ii) the outstanding balance
     of loans to the Member from such plans on the date on which the loan is
     made, and (b) is one-half of the value of the sum of the vested portion of
     the Member's Accounts available for a loan plus his Company ESOP and Member
     ESOP Accounts.

(b)  Member loans will be made for a maximum term of four years at an interest
     rate to be determined by the Plan Administrator at least quarterly.
     Repayment shall be made in installments of principal and interest by
     payroll deductions, or by such other methods as agreed to by the Member and
     the Plan Administrator, in substantially level amounts, but no less
     frequently than quarterly, in an amount sufficient to amortize the loan
     over its term. A loan may be prepaid in part or in full at any time without
     penalty.

(c)  The amount of a loan under subparagraph (a)(i) shall be allocated to the
     Member's Accounts in the order described therein and proportionately within
     each Account as to contributions and earnings on such contributions. The
     amount of a loan under subparagraph (a)(ii) shall be allocated first to
     earnings on the Member's Deferred Cash Contributions and then to the
     Deferred Cash Contributions. The amounts so allocated shall be transferred
     from the Investment Funds in which such Account is invested to a special
     "Loan Fund" in proportion to the value of the Account invested in each such
     Fund. The Loan Fund is to consist solely of the amount of the Member's
     Accounts transferred to the Loan Fund and is to be invested solely in the
     loan made to the Member. The Member's Accounts described in subparagraph
     (a) shall be pledged as security for the loan. Payments of principal on the
     loan will reduce the amount held in the Member's Loan Fund.

(d)  Repayments shall be transmitted to the Trustee(s) and invested in one or
     more of the Investment Funds in accordance with the Member's then effective
     investment election. No repayments shall be permitted to the Florida
     Progress Corporation Employee Stock Ownership Fund.
<PAGE>

                                                                         Page 41


(e)  The Plan shall not levy any portion of the loan fund attributable to
     amounts held in the Member's Deferred Account or Company Member or Deferred
     Accounts until such time as a distribution of the Deferred Account or
     Company Member and Deferred Accounts could otherwise be made under the
     Plan.

(f)  The Plan Administrator shall have the authority to adopt additional terms
     and conditions, including rules regarding the financial ability of the
     Member to repay the amounts he seeks to borrow uniformly, shall permit
     loans to be available to all Members on a reasonably equitable basis, and
     shall not discriminate in favor of highly compensated Members. Any such
     additional rules or restrictions shall be in writing and communicated to
     employees. Such further documentation is hereby incorporated into the Plan
     by reference.

(g)  To the extent required by law and under such rules as the Plan
     Administrator shall adopt, loans shall also be made available on a
     reasonably equivalent basis to any Beneficiary or former Employee (i) who
     maintains an account balance under the Plan and (ii) who is still a party-
     in-interest (within the meaning of Section 3(14) of ERISA). Effective
     10/18/89.
<PAGE>

                                                                         Page 42


                      ARTICLE VII - VALUATION OF ACCOUNTS
                      -----------------------------------

7.01 Maintenance of Accounts

     There shall be established within each Investment Fund elected by the
     Member pursuant to Article VIII, a Deferred Account, a Member Account, a
     Company Deferred Account, a Company Member Account, a Rollover Account, a
     Prior Pension Account, a Member ESOP Account and a Company ESOP Account.

7.02 Valuation

     The Trustee shall value the Investment Funds as of each Valuation Date on a
     cash basis, except that the Florida Progress Corporation Employee Stock
     Ownership Fund shall be valued on the basis of shares. On each Valuation
     Date there shall be allocated to the Accounts of each Member his
     proportionate share of the increase or decrease in the fair market value of
     such Accounts in each of the Funds. Whenever an event requires a
     determination of the value of the Member's Accounts, the value shall be
     computed as of the Valuation Date coincident with or immediately following
     such event, subject to the provisions of paragraph 7.03.

7.03 Discretionary Power of the Committee

     The Investment Committee reserves the right to change from time to time
     the procedures and basis used in valuing the Investment Fund crediting (or
     debiting) the Accounts, or to change the Valuation Date used to determine
     the value of a Member's Account in order to effect a distribution, if it
     feels, after due deliberation and upon the advice of counsel and/or the
     current recordkeeper, that such an action is justified in that it results
     in a more accurate reflection of the fair market value of assets or it
     promotes the efficient or equitable operation of the Plan.

7.04 Statement of Accounts

     At least once a year, each Member shall be furnished with a statement
     setting forth the value of his Accounts and the Vested Portion of his
     Accounts.
<PAGE>

                                                                         Page 43

                        ARTICLE VIII - INVESTMENT FUNDS
                        -------------------------------

8.01 Assets Held in Trust

     All assets of the Plan shall be held in trust by one or more Trustees
     appointed by the Investment Committee. Each Investment Fund described in
     paragraph 8.03 shall be held by a Trustee acting pursuant to, and in
     accordance with, the Trust Agreement entered into for that Investment Fund.

8.02 Exclusive Benefit Rule

     The principal or the income of the Trust shall not be used for any purpose
     whatsoever other than for the exclusive benefit of Members or their
     Beneficiaries or to meet any necessary expenses of the Plan which are not
     paid directly by the Company. The Company shall pay the expenses of the
     Plan, except for those related to the Florida Progress Corporation Employee
     Stock Ownership Fund.

8.03 Description of Investment Funds

     The Trust shall consist of separate Investment Funds as may be selected by
     the Investment Committee from time to time which provide Plan Members with
     the opportunity for diversification by asset class. The current Investment
     Funds are as follows:

     Aggressive Equity Fund
     ----------------------
     A Fund consisting primarily of such common or capital stocks of issues
     other than those of Florida Progress Corporation, such bonds or other
     securities convertible into common or capital stocks of issues other than
     those of Florida Progress Corporation, such shares of mutual funds and
     closed-end investment companies and such other similar types of investments
     (which may include investment in any commingled trust fund managed by the
     Trustee and selected by the Investment Committee which meets the
     requirements of Section 401(a) and is exempt from taxation under Section
     501(a) of the Code and which is invested primarily in similar types of
     securities) as shall be purchased by the Trustee for the separate Accounts
     of Members selecting this Fund with the objective of achieving long-term
     capital growth by investing in the common stock of a diversified group of
     quality small to medium-capitalization companies with above average
     profitability and earnings growth. Effective 4/1/92.

     Indexed Equity Fund
     -------------------
     A Fund consisting of such common or capital stocks of issues other that
     Florida Progress Corporation, such bonds or securities convertible into
     common or capital stocks of issues other than Florida Progress Corporation,
     such shares of mutual funds and closed-end investment companies and such
     other similar types of investments (which may include
<PAGE>

                                                                         Page 44

investment in any commingled trust fund managed by the Trustee and selected by
the Investment Committee which meets the requirements of Section 401(a) and is
exempt from taxation under Section 501(a) and which is invested primarily in
similar types of securities) as shall be purchased by the Trustee for the
Accounts of Members selecting this Fund, including, pending the selection and
purchase of suitable investments for this Fund, short-term investments selected
by the Investment Committee, with the objective of achieving long-term capital
growth by investing in the cross-section of stocks which comprise the Standard
and Poor's 500 Index (S&P 500 Index).

Florida Progress Corporation Stock Fund
---------------------------------------
A Fund consisting of Company 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
Investment Committee, as Trustee of this Investment Fund, may enter into an
agreement with the Company to purchase or sell the Company Stock or may direct
an agent independent from the Company (hereinafter an "Independent Agent") to
purchase or sell Company Stock. The price for such stock, if purchased from or
sold to the Company, 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 Company Stock, if purchased from the
Company, 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 Florida Progress Corporation common stock.

Florida Progress Corporation
----------------------------
Employee Stock Ownership Fund
-----------------------------
A Fund consisting of Company Stock, together with all income and accretion
thereon, which has been established with respect to amounts transferred from the
Former ESOP, with the objective of achieving both income and capital growth with
return based on dividends and changes in the stock's market value. The
Investment Committee, as Trustee of this Investment Fund, may enter into an
agreement with the Company to purchase or sell Company Stock or may direct an
Independent Agent to purchase or sell Company Stock. The purchase or sales price
on the reinvestment of cash dividends on Company Stock, if purchased from the
Company, shall be based on the New York Stock Exchange Composite Transactions on
the dividend payment date. In the event 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 Company Stock for
such reinvestment of dividends, if purchased by or sold by an Independent
<PAGE>

                                                                         Page 45

     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
     Florida Progress Corporation common stock.

     Balanced Fund
     -------------
     A Fund consisting primarily of such common or capital stocks of issues
     other than those of Florida Progress Corporation, such bonds or other
     securities convertible into common or capital stocks of issues other than
     those of Florida Progress Corporation, such investment-grade fixed income
     securities, such shares of mutual funds and closed-end investment companies
     and such other similar types of equity and fixed income investments (which
     may include investment in any commingled trust fund managed by the Trustee
     and selected by the Investment Committee which meets the requirements of
     Section 401(a) and is exempt from taxation under Section 501(a) of the Code
     and which is invested primarily in similar types of securities) as shall be
     purchased by the Trustee for the separate Accounts of Members selecting
     this Fund with the objective of combining stability of income and principal
     with moderate, long-term capital growth by investing in a balance of
     dividend-paying common stocks (with S&P 500 characteristics) and investment
     -grade fixed income securities. Effective 4/1/92.

     Stable Value Fund
     -----------------
     This Fund shall consist primarily of fixed-income obligations, including
     but not limited to government and private bonds, debentures, notes,
     certificates of deposit, group contracts issued by legal reserve insurance
     companies or other financial institution or banking facility providing a
     guaranteed annual rate of interest and other similar fixed-income
     investments (which may include investments in any commingled trust fund
     managed by the Trustee and selected by the Investment Committee which meets
     the requirements of Section 401(a) of the Code and is exempt from taxation
     under Section 501(a) of the Code, and which is invested primarily in fixed
     income securities or fixed income investments) with the objective of
     preserving principal and providing stable income. Pending the selection and
     purchase of suitable investments, this Fund may be invested in short-term
     obligations of the United States Government and other short-term
     investments selected by the Investment Committee. Effective 4/1/92.

8.04 Reinvestment of Earnings

     Dividends, interest, and other distributions received on the assets held by
     the Trustees in respect of each of the above Funds shall be reinvested in
     the respective Fund, except as provided in paragraph 5.05.
<PAGE>

                                                                         Page 46


8.05 Member Investment Elections

(a)  Upon becoming a participating Member of the Plan and as of any subsequent
     Valuation Date, a Member may elect to invest subsequent contributions to
     his Member Account, Company Member Account, Company Deferred Account and
     Deferred Account in any Investment Fund, other than the Florida Progress
     Corporation Employee Stock Ownership Fund, in multiples of 10%. Such
     election shall remain in effect until a new election is made. If no
     election is made, his contributions shall be invested in the Stable Value
     Fund.

(b)  A Member shall make a separate election regarding each rollover
     contribution to his Rollover Account. A contribution to the Member's
     Rollover Account may be invested in any Investment Fund, other than the
     Florida Progress Corporation Employee Stock Ownership Fund, in multiples of
     10%.

8.06 Member Transfer Elections

(a)  Not more than once in any calendar quarter, a Member may, in accordance
     with this subparagraph (a), elect to transfer all or a portion (in
     multiples of 10%) of the balance of his Accounts invested in any of the
     Investment Funds to one or more of the other Investment Funds other than
     the Florida Progress Corporation Employee Stock Ownership Fund. Effective
     3/31/92.

(b)  Not more often than once in any calendar quarter, a Member shall be
     entitled to transfer all or a portion (in multiples of 10%) of the balance
     of his Company ESOP Account and Member ESOP Account invested in the Florida
     Progress Corporation Employee Stock Ownership Fund to one or more of the
     other Investment Funds, other than the Florida Progress Corporation Stock
     Fund. Such transfer shall be made in accordance with such rules as the Plan
     Administrator shall prescribe. Effective 6/30/92.

8.07 Elections

     Elections by Members as set forth in this Article shall be made by giving
     Notice to the Plan Administrator in advance of the Valuation Date on which
     such election shall become effective. All elections are subject to the Plan
     Administrator's approval, and must comply with administrative
     specifications of the Plan Administrator.

8.08 Voting Rights
     As provided in this Article VIII, all shares of Company Stock (including
     fractional shares) allocated to Member's Accounts shall be voted by the
     Trustee(s) in accordance with instructions from the Member or, if
     applicable, his Beneficiary; provided, however, shares of Company Stock in
     the Florida Progress Corporation Stock Fund for which no instructions are
     received by the Trustee shall be voted by the Trustee. Fractional shares
<PAGE>

                                                                         Page 47

     shall be voted by the Trustee on a combined basis, in order to reflect the
     direction of the Members holding such shares, or if no directions of the
     Members holding such shares have been received by the Trustee, such
     fractional shares shall be voted on a combined basis by the Trustee.
     Notwithstanding anything to the contrary in this paragraph 8.08, the
     Trustee shall not vote any allocated Company Stock in the Florida Progress
     Corporation Employee Stock Ownership Fund for which it has not received
     instructions.

     For purposes of this paragraph 8.08, a Member shall be a named fiduciary
     with respect to voting shares of Company Stock allocated to his Accounts to
     the extent he exercises his right to vote. If a Member fails to provide
     instructions with respect to the shares of Company Stock in the Florida
     Progress Corporation Stock Fund, he shall be deemed to have delegated the
     right to vote such shares to the Trustee.

<PAGE>

                                                                         Page 48

                          ARTICLE IX - ADMINISTRATION
                          ---------------------------

9.01 Administration of the Plan

(a)  The authority to control and manage the operation and administration of the
     Plan and assets of the Plan is placed in the Investment Committee which
     shall consist of not less than five persons appointed by resolution of the
     Board of Directors and serving at its pleasure. The Board of Directors
     shall designate the Plan Administrator and a Chairman and Secretary of the
     Investment Committee. the Board of Directors shall have no responsibility
     for the operation or administration of the Plan.

(b)  The Investment Committee shall have the authority to:
     (1)  Establish the methodology to determine the interest rate for loans
          from the Plan;
     (2)  Appoint and remove the Trustees;
     (3)  Enter into a Trust Agreement on behalf of the Company for each
          Investment Fund delegating to the Trustee such authority and upon such
          terms and conditions as it may deem appropriate in accordance with the
          provisions of the Plan and the applicable Investment Fund;
     (4)  Direct the Trustees on all matters within its discretion as provided
          in the Trust Agreements;
     (5)  Appoint and remove investment managers or counselors who may be
          delegated the authority to direct the Trustees in the management of
          the Investment Funds upon such terms and conditions as it may deem
          appropriate in accordance with the provisions of the Plan and
          consistent with the terms of the Trust Agreements;
     (6)  Modify, alter, amend or terminate the Trust Agreements to the extent
          it may deem appropriate (including, but without limiting the
          generality of the foregoing, any amendment deemed necessary to ensure
          the tax exempt status of the Trust under Section 501(a) of the Code as
          amended from time to time) provided, however, that any such amendment
          shall be consistent with the rights of the Trustees and with the
          provisions of the Plan;
     (7)  Direct the Trustees to maintain such accounts and furnish such
          information as the Committee may deem appropriate in the exercise of
          its authority;
     (8)  Monitor and determine the adequacy of the investment performance of
          the Trustees and investment managers or counselors;
     (9)  Employ and engage such financial, legal, clerical and other services
          to assist in the effective management and control of the assets of the
          Plan;
     (10) Keep such accounts and records as it may deem necessary or proper in
          the performance of its responsibilities under the Plan;
     (11) Establish such rules as may be necessary or desirable for the
          transaction of its business;
     (12) Direct the Plan Administrator in the administration of the foregoing
          authority;
     (13) Take all other actions reasonably necessary or convenient in
          furtherance of its authority.
<PAGE>

                                                                         Page 49

9.02 Plan Administrator

(a)  The Plan Administrator shall act as administrative representative on behalf
     of the Investment Committee in the exercise of its authority as set forth
     in Section 9.01 of this Article.

(b)  In the exercise of his administrative responsibilities, the Plan
     Administrator shall:
     (i)       Make uniform, nondiscriminatory rules establishing the procedure
               by which application for benefits under the Plan shall be made;
     (ii)      maintain the accounts and records necessary to prepare the
               financial statements for annual or more frequent reports of the
               Plan which may be inspected by any Member in the office of the
               Plan Administrator;
     (iii)     cause an annual audit of the financial statements of the Plan by
               independent certified public accountants, who may be those who
               audit the books of the Company;
     (iv)      have the authority to interpret the Plan's terms and determine
               all questions of eligibility, status and rights of Members and
               their Beneficiaries, in its sole discretion, and any such
               interpretation or determination shall be conclusive upon all
               persons affected thereby;
     (v)       reader benefit computations for Members in accordance with the
               Plan;
     (vi)      direct the Trustees to disburse any funds held in trust with
               respect to payments provided for in Article VI;
     (vii)     keep such accounts and records as it may deem necessary or proper
               in the performance of its responsibilities under the Plan;
     (viii)    establish such rules as may be necessary or desirable for the
               transaction of its business;
     (ix)      perform such reporting and disclosure activities as may be
               required by law or deemed appropriate;
     (x)       employ and engage such financial, legal, clerical and other
               services to assist in the effective administration of the Plan;
               and
     (xi)      perform such additional administrative duties as the Investment
               Committee may assign.

9.03 Named Fiduciaries

     The Investment Committee and the Plan Administrator are named fiduciaries
     within the meaning of the Employee Retirement Income Security Act of 1974.
     Any person or group of persons may serve in more than one fiduciary
     capacity with respect to the Plan.

9.04 General Provisions

     The following provisions shall apply to the Investment Committee:
<PAGE>

                                                                         Page 50

(a)  In the exercise of his administrative responsibilities, the Plan
     Administrator shall:
(b)  The Investment Committee may delegate to other persons all or such portion
     of its responsibilities as the Investment Committee in its discretion may
     decide. The Investment Committee shall hold meetings upon such notice, at
     such place or places, and at such time or times as it may determine. Action
     by a majority of the members shall be requisite and sufficient at all times
     to constitute the action of the Investment Committee.
(c)  Members of the Investment Committee shall:
     (1)  Receive no compensation for their services as such;
     (2)  Be reimbursed by the Company for all expenses reasonably incurred by
          them in the proper performance of their responsibilities;
     (3)  Discharge their duties solely in the interest of the Members and their
          Beneficiaries with the care, skill, prudence, and diligence under the
          circumstances then prevailing that a prudent man acting in a like
          capacity and familiar with such matters would use in the conduct of a
          benefit plan of a like character and with like aims.
<PAGE>

                                                                         Page 51



                     ARTICLE X - AMENDMENT AND TERMINATION
                     -------------------------------------

10.01 Amendment of Plan

      The Board reserves the right to modify, alter or amend this Plan
      thereunder from time to time to any extent that it may deem advisable
      including, but without limiting the generality of the foregoing, any
      amendment deemed necessary to ensure the continued qualified status of the
      Plan under Section 401(a) of the Code or the appropriate provisions of any
      subsequent revenue law. No amendment shall have the effect of diverting
      the whole or any part of the principal or income of the Trust to purposes
      other than for the exclusive benefit of Members or their Beneficiaries. A
      modification of the Plan may affect present as well as future Members but
      may not retroactively reduce the Accounts of any Member or reduce the
      nonforfeitable percentage of his Accounts below the nonforfeitable
      percentage thereof computed under the Plan as in effect on the later of
      the date on which the amendment is adopted or becomes effective.

10.02 Termination

      The Board may terminate the Plan or completely discontinue contributions
      for any reason at any time. In the event the Plan is terminated or
      contributions discontinued, the Plan shall be administered in accordance
      with Company policy and Internal Revenue Service regulations. In the event
      of termination of the Plan or in the event of discontinuance of
      contributions having the effect of such termination, the right of each
      Member to the amounts credited to his Account shall be nonforfeitable. In
      the event of a partial termination of the Plan, the provisions of this
      paragraph 10.02 shall be applicable to Members affected by such partial
      termination.

(b)   Any associated or affiliated company may terminate its participation in
      the Plan by giving the Investment Committee prior written notice
      specifying a termination date which shall be the last day of a month and
      at least 60 days subsequent to the date such notice is received by the
      Investment Committee. The Investment Committee may terminate any company's
      participation in the Plan, as of any termination date specified by the
      Investment Committee, for the failure of a company to make proper
      contributions or to comply with any other provision of the Plan and shall
      terminate such company's participation upon complete and further
      discontinuance of the contributions. Upon any such partial termination of
      the Plan, the Company so terminated shall not make any further
      contributions under the Plan and no amount shall thereafter be payable
      under the Plan to or in respect of any Members then employed by such
      company except as provided in Article VI.

(c)   Upon termination of the Plan, Deferred Cash Contributions, with earnings
      thereon, shall only be distributed to Members if (i) neither the Company
      nor a Non-participating Company establishes or maintains a successor
      defined contribution plan, and (ii) payment
<PAGE>

                                                                         Page 52


      is made to the Members in the form of a lump sum distribution (as defined
      in Section 402(d)(4) of the Code, without regard to clauses (i) through
      (iv) of subparagraph (A), subparagraph (B), or subparagraph (F) thereof).
      For purposes of this subparagraph, a "successor defined contribution plan"
      is a defined contribution plan (other than an employee stock ownership
      plan as delivered in Section 4975(e)(7) of the Code ("ESOP") or a
      simplified employee pension as defined in Section 408(k) of the Code
      ("SEP")) which exists at the time the Plan is terminated or within the 12
      month period beginning on the date all assets are distributed. However, in
      no event shall a delivered contribution plan be deemed a successor plan if
      fewer than two percent of the employees who are eligible to participate in
      the Plan at the time of its termination are or were eligible to
      participate under another defined contribution plan Of the Company or a
      Nonparticipating Company (other than an ESOP or a SEP) at any time during
      the period beginning 12 months before and ending 12 months after the date
      of the Plan's termination. Effective 1/1/92.

10.03 Distribution of Accounts Upon a Sale of Assets or a Sale of a Subsidiary

      Upon the disposition by the Company of at least 85 percent of the assets
      (within the meaning of Section 409(d)(2) of the Code) used by the Company
      in a trade or business or upon the disposition by the Company of its
      interest in a subsidiary (within the meaning of Section 409(d)(3) of the
      Code), Deferred Cash Contributions, with earnings thereon, may be
      distributed to those Members who continue in employment with the employer
      acquiring such assets or with the sold subsidiary, provided that (a) the
      Company maintains the Plan after the disposition, (b) the buyer does not
      adopt the Plan or otherwise become a participating employer in the Plan
      and does not accept any transfer of assets or liabilities from the Plan to
      a plan it maintains in a transaction subject to Section 414(1)(1) of the
      Code, and (c) payment is made to the Member in the form of a lump sum
      distribution (as delivered in Section 402(d)(4) of the Code, without
      regard to clauses (i) through (iv) of subparagraph (A), subparagraph (B),
      or subparagraph (F) thereof). Effective 1/1/92.
<PAGE>

                                                                         Page 53


                        ARTICLE XI - GENERAL PROVISIONS
                        -------------------------------

11.01 Uniform Administration

      Whenever in the administration of the Plan any action by the Company is
      required with respect to eligibility or classification of Employees or
      contributions or benefits, such action shall be uniform in nature as
      applied to all persons similarly situated and should not discriminate in
      favor or Employees who are officers, shareholders, persons whose principal
      duties consist in supervising the work of other Employees, or Highly
      Compensated Employees.

11.02 Source of Payment

      Benefits under this Plan shall be payable only from the Trust and the
      Company shall have no legal obligation, responsibility or liability to
      make any direct payment of benefits accrued under the Plan. Neither the
      Company nor the Trustee guarantees the Trust against any loss or
      depreciation or guarantees the payment of any benefit hereunder. No
      persons shall have any rights under the Plan with respect to the Trust, or
      against the Trustee or Company, except as specifically provided for
      herein.

11.03 No Right to Employment

      Nothing herein shall be deemed to give any Employee the right to be
      retained in the service of the Company or to interfere with the rights of
      the Company to discharge him at any time.

11.04 Inalienability of Benefits

      The rights or interest of a Member may not be assigned or hypothecated,
      and to the extent permitted by law, no payments from the Plan shall be
      subject to legal process or attachment for the payment of any claims
      against any person entitled to receive the same. Notwithstanding the
      foregoing, a portion of the amount of any monthly benefit payment, not in
      excess of 10 percent thereof, payable to or on account of a Member under
      the Plan may be assigned by such Member, provided such assignment is
      voluntary and revocable. The above prohibition on alienation shall apply
      to the creation, assignment or recognition of a right to any benefit
      payable with respect to a Member pursuant to a domestic relations order,
      except that such prohibition on alienation shall not apply if the order is
      determined to be a Qualified Domestic Relations Order as defined in
      Section 414(p) of the Code. Notwithstanding any other provisions of the
      Plan, a Member's benefits shall be payable in accordance with the
      applicable requirements of a Qualified Domestic Relations Order and
      Section 414(p) of the Code. The Plan Administrator shall adopt rules
      uniformly applicable to all Members similarly situated for adjusting any
      benefits
<PAGE>

                                                                         Page 54


      payable under the Plan on the Member's behalf to reflect payments made to
      a person other than the Member under a Qualified Domestic Relations Order.

      Notwithstanding anything herein to the contrary, if the amount payable to
      the alternate payee under the qualified domestic relations order is $3,500
      or less such amount shall be paid in one lump sum as soon as practicable
      following the qualification of the order. If the amount exceeds $3,500, it
      may be paid as soon as practicable following the qualification of the
      order if the qualified domestic relations order so provides and the
      alternate payee consents thereto; otherwise it may not be payable before
      the earliest of (i) the Member's termination of employment, (ii) the time
      such amount could be withdrawn under Article VI or (iii) the Member's
      attainment of age 50. Effective 1/1/94.

11.05 Payment Due an Incompetent

      If the Company determines that any person to whom a payment is due
      hereunder is unable to care for his affairs because of physical or mental
      disability, it shall have the authority to cause the payments becoming due
      to such person to be made to the spouse, brother, sister or other such
      person deemed by the Company to have incurred expense for such person
      otherwise entitled to payment (unless prior claim shall have been made by
      a duly qualified guardian or other legal representative) without
      responsibility of the Company or the Trustee to see to the application of
      such payments. Payments made pursuant to such power shall operate as a
      complete discharge of the obligations of the Company, the Trustee and the
      Trust.

11.06 Merger or Consolidation

      The Plan may not be merged or consolidated with, nor may its assets or
      liabilities be transferred to, any other plan unless each Member, spouse,
      former Member or Beneficiary under the Plan would, if the resulting plan
      were then terminated, receive a benefit immediately after the merger,
      consolidation or transfer which is equal to or greater than the benefit he
      would have been entitled to receive immediately before the merger,
      consolidation, or transfer if the Plan had then terminated.

11.07 Prevention of Escheat

      If the Plan Administrator cannot ascertain the whereabouts of any person
      to whom a payment is due under the Plan, the Plan Administrator may, no
      earlier than four years from the date such payment is due, mail a notice
      of such due and owing payment to the last known address of such person, as
      shown on the records of the Plan Administrator or the Company. If such
      person has not made written claim therefor within three months of the date
      of the mailing, the Plan Administrator may, if it so elects and upon
      receiving advice from counsel to the Plan, direct that such payment and
      all remaining payments
<PAGE>

                                                                         Page 55


      otherwise due such person be canceled on the records of the Plan and the
      amount thereof applied to reduce the contributions of the Company. Upon
      such cancellation, the Plan and the Trust shall have no further liability
      therefor except that, in the event such person or his beneficiary later
      notifies the Plan Administrator of his whereabouts and requests the
      payment or payments due to him under the Plan, the amount so applied shall
      be paid to him in accordance with the provisions of the Plan. Effective
      1/1/95.

11.08 Laws Applicable

      The provisions of the Plan shall be construed, administered and enforced
      in accordance with the laws of the State of Florida and applicable federal
      law, except that the Trust Agreements and all acts thereunder shall be
      governed with the laws specified therein.