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The following is an excerpt from a DEF 14A SEC Filing, filed by FLORIDA PROGRESS CORP on 3/12/1998.
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Compensation of Directors

At the 1996 Annual Meeting, the Company's shareholders approved the Stock Plan for Non- Employee Directors of Florida Progress Corporation and Subsidiaries (the "Director Plan"). Under the terms of the Director Plan during 1997, 75% of each non-employee director's $30,000 retainer fee was paid quarterly in arrears in Common Stock. In addition, non-employee directors were paid $1,500 for attendance at each meeting of the Company's Board of Directors, and effective May 15, 1997, a per meeting fee of $1,000 for attendance at each subsidiary board or board committee meeting. A $750 meeting fee was also paid to each Committee Chairman for each meeting chaired. Directors have also been paid a $500 attendance fee for participation in strategic update conferences. The cash portion of directors' compensation is allowed to be deferred.

In accordance with the six practices adopted by the Board in November 1995 with regard to director compensation, the Compensation Committee meets each year to review all elements of director compensation. In May of 1997, the Compensation Committee reviewed the total value of all forms of director compensation and determined that its current objectives to increase stock ownership and provide directors with a fair and competitive compensation package are being met. The per meeting fee of $1,000 for attendance at each subsidiary board or board committee meeting was changed from the previous per day meeting fee of $1,500 to conform to standard practice based upon benchmarking studies.

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