EXHIBIT 10.(A)

FLORIDA PROGRESS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Amended and Restated as of October 1, 1994)

FLORIDA PROGRESS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS

PAGE

ARTICLE 1. ESTABLISHMENT AND PURPOSE. . . . . . . . . . . . . . . . . . . . . . 1
1.1 Restatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Gender and Number. . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE 3. PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.1 Eligibility for Participation. . . . . . . . . . . . . . . . . . . . . 8
3.2 Date of Participation. . . . . . . . . . . . . . . . . . . . . . . . . 8
3.3 Duration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.4 Limitation on Participation. . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 4. REGULAR BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.1 Normal Retirement Benefit. . . . . . . . . . . . . . . . . . . . . . . 9
4.2 Early Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . 9
4.3 Disability Retirement Benefit. . . . . . . . . . . . . . . . . . . . . 10
4.4 Vested Termination Benefit . . . . . . . . . . . . . . . . . . . . . . 12
4.5 Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.6 Surviving Spouse Benefit . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE 5. SPECIAL EARLY RETIREMENT BENEFITS. . . . . . . . . . . . . . . . . . 17
5.1 Special Early Retirement Benefit . . . . . . . . . . . . . . . . . . . 17
5.2 Surviving Spouse Benefit . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 6. SPECIAL BENEFIT PROVISIONS . . . . . . . . . . . . . . . . . . . . . 19
6.1 General Principles . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.2 Optional Lump Sum Payment. . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE 7. FINANCING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.1 Financing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.2 No Trust Created . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.3 Unsecured Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.4 "Rabbi" Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE 8. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8.1 Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8.2 Liability of Committee and Board; Indemnification. . . . . . . . . . . 22
8.3 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8.4 Tax Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 9. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
9.1 Nontransferability . . . . . . . . . . . . . . . . . . . . . . . . . . 23
9.2 Amendment or Termination . . . . . . . . . . . . . . . . . . . . . . . 23
9.3 Impact of 1994 Amendments. . . . . . . . . . . . . . . . . . . . . . . 23
9.4 Forfeiture of Benefits . . . . . . . . . . . . . . . . . . . . . . . . 24
9.5 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

FLORIDA PROGRESS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
--------------------------------------

(Amended and Restated as of October 1, 1994)

ARTICLE 1. ESTABLISHMENT AND PURPOSE

1.1 RESTATEMENT. Florida Progress Corporation hereby amends and
restates, effective as of October 1, 1994, an unfunded plan of deferred
compensation for certain officers and other management personnel of the Company
and its subsidiaries and their beneficiaries as described herein, which plan
shall be known as the "Florida Progress Corporation Supplemental Executive
Retirement Plan" (the "Plan").

1.2 PURPOSE. The purpose of this Plan is to provide additional
retirement benefits to a select group of officers and other management
personnel with the goal of helping to attract and retain superior officers and
other management personnel.

ARTICLE 2. DEFINITIONS
------------------------

2.1 DEFINITIONS. Whenever used hereinafter, the following terms shall
have the meaning set forth below.

(a) "Accrued Benefit" means, at any particular date, a Participant's
Target Amount, but calculated on the basis of the number of
years and months of Deemed Credited Service of the Participant
and the Final Average Earnings of the Participant as of such
date rather than as of his or her Normal Retirement Date.

(b) "Actuarial Equivalent" means, with respect to determining the
amount of a lump sum payment, a benefit of equivalent value to
the benefit that would otherwise have been provided to the
Participant, determined on the basis of the actuarial
assumptions in effect under the Retirement Plan as of the date
such value is computed (except that the current monthly PBGC
rate shall be used in lieu of the PBGC rate used by the
Retirement Plan).

(d) "Calculated under this Plan" means a calculation made as
otherwise indicated but without regard to any cost of living
adjustments occurring after retirement or other termination of
employment, and calculated as a straight life annuity without
regard to the actual form of payment under the Retirement Plan
or the Nondiscrimination Plan.

(e) A "Change in Control" means:

(1) a change in control of the Company of a nature that is
required, pursuant to the Securities Exchange Act of 1934
(the "1934 Act"), to be reported in response to (i) Item
1(a) of a Current Report on Form 8-K or (ii) Item 6(e) of
Schedule 14A, in each case as such requirements are in
effect on October 1, 1994;

(2) the adoption by the Company of a plan of dissolution or
liquidation;

(3) the closing of a sale of all or substantially all of the
assets of the Company;

(4) the closing of a merger, reorganization or similar
transaction (a "Transaction") involving the Company in
which the Company is not the surviving corporation or, if
the Company is the surviving corporation, immediately
following the closing of the Transaction, persons who were
shareholders of the Company immediately prior to the
Transaction own less than 75% of the combined voting power
of the surviving corporation's voting securities;

(5) the acquisition of "Beneficial Ownership" (as defined in
Rule 13d-3 under the 1934 Act) of the Company's securities
comprising 25% or more of the combined voting power of the
Company's outstanding securities by any "person" (as that
term is used in Sections 13(d) and 14(d)(2) of the 1934 Act
and the rules and regulations promulgated thereunder, but
not including any trustee or fiduciary acting in that
capacity for an employee benefit plan sponsored by the
Company) and such person's "affiliates" and "associates"
(as those terms are defined under the 1934 Act);

(6) the failure of the "Incumbent Directors" (as defined below)
to constitute at least a majority of all directors of the
Company (for these purposes, "Incumbent Directors" means
individuals who were the directors of the Company on
January 1, 1992, and, after his or her election, any
individual becoming a director subsequent to January 1,
1992, whose election, or nomination for election by the
Company's shareholders, is approved by a vote of at least
two-thirds of the directors then comprising the Incumbent
Directors, except that no individual shall be considered an
Incumbent Director whose initial assumption of office as a
director is in connection with an actual or threatened
"election contest" relating to the "election of directors"
of the Company, as such terms are used in Rule 14a-11 of
Regulation 14A under the 1934 Act); or

(7) the occurrence of a "Triggering Event," as such term is
defined in Section 1(n) of that certain Shareholder Rights
Agreement by and between the Company and Manufacturers
Hanover Trust Company dated November 21, 1991, as it may be
amended from time to time.

Notwithstanding any provision above to the contrary, no Change
in Control shall be deemed to have occurred with respect to any
particular Participant by virtue of a transaction, or series of
transactions, that results in the Participant, or a group of
persons that includes the Participant, acquiring the Beneficial
Ownership of more than 25% of the combined voting power of the
Company's outstanding securities.

(f) "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time, or any successor statute. Reference
to a specific section of the Code shall include a reference to
any successor provision.

(g) "Committee" means the Compensation Committee of the Board.

(h) "Company" means Florida Progress Corporation, or any successor
entity.

(i) "Control Date" means the date on which a Change in Control
occurs.

(j) "Credited Service" shall have the same meaning in this Plan as
is found in the Retirement Plan; provided, that if a Participant
incurs a Disability, such Disability terminates, the Participant
returns to work with an Employer and the Committee determines
that such person shall continue as an active Participant in this
Plan upon such return to work, such Participant's Credited
Service shall be increased by the time he or she had a
Disability (but only to the extent such time is not otherwise
included in his or her Credited Service); and provided further,
that if a Participant is employed by an Employer that is not a
participating employer in the Retirement Plan, "Credited
Service" for such Participant means the number of years and
months equal to the number of years and months of Credited
Service the Participant would have had if his or her Employer
had been a participating employer in the Retirement Plan during
the entire time of the Employer's affiliation with the Company.

(k) "Current Earnings" means, at any particular time, the sum of the
Participant's then current monthly Earnings plus 1/12th of the
Participant's most recent MICP Award (if received no more than
15 months prior to such time).

(l) "Deemed Credited Service" means, with respect to a Participant,
the sum of the following (but not in excess of 35 years):

(1) such Participant's Credited Service; plus

(2) with respect to a person who becomes eligible to
participate under Article 4 at the time he or she first
becomes employed by an Employer, the additional years of
credited service, if any, awarded to the Participant by the
Committee at such time; plus

(3) with respect to a person who becomes eligible to
participate under Article 4 at a time he or she is not a
participant in the Retirement Plan (other than a person
covered by the provisions of subsection (l)(2) above), the
additional years of credited service, if any, awarded to
the Participant by the Committee at such time; plus

(4) with respect to a person who becomes eligible to
participate under Article 5, the additional years of
credited service, if any, awarded to the Participant by the
Committee at such time; plus

(5) solely for a person becoming a Participant on or before
October 24, 1994, the additional years of credited service,
if any, awarded to the Participant by the Committee at the
time of the adoption of the 1994 amendment and restatement.

In awarding Deemed Credited Service under the standards set
forth in this subsection (l), the Committee may establish
conditions on when the additional years shall be considered to
be earned and thus become effective (e.g., only upon the
Participant reaching a specified age or completing a specified
number of years of actual service, only on a graduated basis
pursuant to a schedule approved by the Committee, etc.); and in
any such event, for all purposes of this Plan, a Participant
shall be considered at any time only to have those years of
additional service previously awarded that then have been earned
under the conditions established by the Committee.

(m) "Disability" means the total and permanent disability of a
Participant by reason of sickness or injury to perform all of
the duties assigned to the Participant by his or her Employer,
with the existence of a Disability to be determined by the
Committee in its sole discretion.

(n) "Early Retirement Date" means the first day of the calendar
month next following the day on which the Participant has
attained age 55 and has five years of Credited Service.

(o) "Earnings" means a Participant's regular basic compensation
(base salary) from his or her Employer, prior to any reduction
in compensation pursuant to a plan established under the
authority of Section 125 or Section 401(k) of the Code and prior
to any reduction for amounts deferred under a deferred
compensation plan or arrangement. Any amounts deferred under a
deferred compensation plan or arrangement and thus included in
Earnings when earned shall not be included in Earnings when
actually received.

(p) "Employer" means the Company or any subsidiary thereof.

(q) "Final Average Earnings" means, on any particular date, the sum
of (1) the amount determined by dividing the sum of a
Participant's Earnings in the highest 36 consecutive months out
of the last 60 months prior to the Participant's termination of
employment or other applicable date by 36, plus (2) the amount
determined by dividing the sum of the Participant's three
highest MICP Awards paid during the last 60 months prior to the
Participant's termination of employment or other applicable date
by 36; provided, however, that in no event shall the Final
Average Earnings of a Participant decrease after such
Participant's Normal Retirement Date. Appropriate adjustments
will be made in determining Final Average Earnings for any
Participant who was not in active service for the 60 months
preceding his or her most recent termination of employment or
other applicable date, including any Participant who has less
than 36 months of service. Final Average Earnings shall then be
calculated based on Earnings and MICP Awards for all the months
during which the Participant was in active service; Final
Average Earnings shall equal the average determined by dividing
the sum of Earnings attributed to the 36 consecutive such months
that will produce the highest such average by 36, and for a
Participant with fewer than 36 months of service, such average
shall be taken over those months in which he or she was in
service.

(r) "Incentive Plan" means the Florida Progress Corporation
Management Incentive Compensation Plan and, if applicable, the
former Florida Power Corporation Management Incentive Plan, in
each case as it may be amended from time to time.

(s) "MICP Award" means an award paid to a Participant under the
Incentive Plan. For all purposes of this Plan, a MICP Award
shall be deemed to be paid at the time and in the amount as
initially provided, without regard to any deferral of payment in
whole or in part, whether the deferral is a voluntary deferral
by the Participant or is mandatory under the terms of the
applicable plan. Any portion of an award that is deferred and
thus included as part of a MICP Award as initially provided
shall not be taken into account when actually received.

(t) "Nondiscrimination Plan" means the Florida Progress Corporation
Retirement Benefit Nondiscrimination Plan for Excess Benefits,
as it may be amended from time to time.

(u) "Normal Retirement Date" means the first day of the calendar
month next following the day on which the Participant attains
age 65.

(v) "Participant" means any officer or other management employee of
an Employer who meets the eligibility requirements of the Plan,
as set forth in Article 3, to be and become a Participant, and
who continues to meet such requirements.

(w) "Plan" means the Florida Progress Corporation Supplemental
Executive Retirement Plan, as it is set forth herein and as it
may be amended from time to time.

(x) "Prospective Target Amount" means, at any particular date, a
Participant's Target Amount calculated using the Participant's
Final Average Earnings as of that date and the years and months
of Deemed Credited Service that the Participant would have at
his or her Normal Retirement Date if he or she continued to work
until such Normal Retirement Date.

(y) "Reorganization" means any change in personnel that is initiated
voluntarily by an Employer to accommodate or facilitate
enhancement of the operations or organization of the Employer.

(z) "Retirement Plan" means the Employees' Retirement Plan of
Florida Progress Corporation, as it may be amended from time to
time.

(aa) "Social Security" means estimated Social Security benefits; if
the Participant's termination of employment occurs before the
Participant attains age 55, the Participant's future earnings
are assumed to continue until his or her Normal Retirement Date
at the same rate as they were immediately prior to the
termination, and if the Participant's termination of employment
occurs at or after the time the Participant attains age 55, the
Participant's future earnings are assumed to be zero.

(bb) "Special Early Retirement" means, for purposes of Article 5, the
retirement of a Participant from service with his or her
Employer in connection with a Reorganization and pursuant to an
opportunity provided by the Committee, at any time after the
Participant has at least 15 years of Credited Service, but
before the Participant has attained age 65.

(cc) "Spouse" means a person to whom a Participant was married both
at the time of the termination of his or her employment and at
the time of his or her death.

(dd) "Target Amount" means the monthly normal retirement income
payable to a Participant under Section 4.01(a) of the Retirement
Plan and Article IV of the Nondiscrimination Plan, but
Calculated under this Plan, and further calculated on the basis
of the number of years and months of Deemed Credited Service
(without regard to the actual number of years and months of
Credited Service) of the Participant and the Final Average
Earnings (as defined in this Plan and not as defined in the
Retirement Plan) of the Participant as of his or her Normal
Retirement Date.

2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
any masculine terminology when used in the Plan shall also include the feminine
gender, and the definition of any term herein in the singular shall also
include the plural.

ARTICLE 3. PARTICIPATION

3.1 ELIGIBILITY FOR PARTICIPATION. The Committee shall have the
exclusive right to designate which officers or other management employees of an
Employer shall be eligible to participate in this Plan. Participation shall be
limited to a select group of management or highly compensated employees and is
subject to change by the Committee from time to time.

3.2 DATE OF PARTICIPATION. Each retired or active officer or other
management employee who was a Participant in this Plan on October 1, 1994 shall
remain as a Participant. Thereafter, each officer or other management employee
who becomes eligible to participate in this Plan under Section 3.1 shall become
a Participant on such date as may be designated by the Committee.

3.3 DURATION. An officer or other management employee who becomes a
Participant shall continue to be a Participant until the earlier of (a) the
date he or she is no longer employed by an Employer or (b) the effective date
of a determination by the Committee that he or she shall not accrue additional
benefits under this Plan; provided, in either case, that if a Participant is
then vested in benefits under the Plan, he or she shall continue as a
Participant (even though not accruing additional benefits) for the purpose of
receiving his or her then accrued vested benefits pursuant to the provisions of
this Plan. In addition, a person eligible to receive a benefit under Section
4.5 shall cease to be a Participant as of the applicable Control Date (subject
to the right to receive benefits under such Section 4.5).

3.4 LIMITATION ON PARTICIPATION. A Participant shall be entitled to
receive benefits either under Article 4 or under Article 5, but not both. To
implement this provision, the Committee shall provide, with respect to each
Participant, whether such person shall be eligible to receive the regular
benefits under Article 4 or the Special Early Retirement benefits under Article
5. Accordingly, the term "Participant" as used in Article 4 shall only refer
to a Participant who has been designated to receive benefits under such Article
4, and the term "Participant" as used in Article 5 shall only refer to a
Participant who has been designated to receive benefits under such Article 5.
Notwithstanding the foregoing, a Participant under Article 4 may become
eligible for the Special Early Retirement Benefits under Article 5 provided
that such person first waives to the satisfaction of the Committee any and all
rights to benefits under Article 4.

ARTICLE 4. REGULAR BENEFITS

4.1 NORMAL RETIREMENT BENEFIT.

(a) ELIGIBILITY. A Participant whose employment with his or her
Employer terminates at or after (1) attaining age 65 and (2)
completing five years of participation in this Plan shall be
eligible for a normal retirement benefit under this Section 4.1.

(b) AMOUNT. A Participant who is eligible for a benefit under

subsection (a) above shall be entitled to receive a monthly
normal retirement benefit for his or her life equal to the
amount by which (1) below exceeds (2) below:

(1) This amount equals the Participant's Accrued Benefit as of
the date of his or her retirement, with no increase for
payment beginning after the Participant's Normal Retirement
Date.

(2) This amount equals the sum of (i) the monthly normal
retirement income payable to the Participant under the
Retirement Plan and the Nondiscrimination Plan (adjusted as
provided for in Section 6.1(c)), without regard to any
post-retirement increases in such benefit, plus (ii) the
monthly amount payable to the Participant as his or her
full primary Social Security benefit, without regard to any
subsequent increases in such benefit.

(c) COMMENCEMENT AND FORM OF PAYMENT. Monthly normal retirement
benefit payments shall commence at the same time as the
Participant's normal retirement benefits under the Retirement
Plan and shall continue to be paid for the life of the
Participant.

4.2 EARLY RETIREMENT BENEFIT.

(a) ELIGIBILITY. A Participant whose employment with his or her
Employer terminates (for reasons other than normal retirement,
death or Disability) at or after (1) attaining his or her Early
Retirement Date and (2) completing five years of participation
in this Plan shall be eligible for an early retirement benefit
under this Section 4.2; provided, however, that a Participant
shall not be entitled to an early retirement benefit unless (1)
if the Participant has fewer than 15 years of Credited Service,
the Participant first obtains the express, written consent of
the Committee or (2) if the Participant has 15 or more years of
Credited Service, the Participant provides the Committee with at
least six months prior written notice of such proposed
retirement.

(b) AMOUNT. A Participant who is eligible for a benefit under
subsection (a) above shall be entitled to receive a monthly
early retirement benefit for his or her life equal to the amount
by which (1) below exceeds (2) below:

(1) This amount equals the Participant's Accrued Benefit as of
the date of his or her early retirement, reduced for early
payment as provided in Section 4.2(c).

(2) This amount equals the sum of (i) the monthly early
retirement income payable to the Participant under the
Retirement Plan and the Nondiscrimination Plan (adjusted as
provided for in Section 6.1(c)), without regard to any
post-retirement increases in such benefit, plus (ii) the
monthly amount payable to the Participant as his or her
full primary Social Security benefit, assuming such
payments begin at age 62 or, if later, the date of the
Participant's early retirement (without regard to any
subsequent increases in such benefit); provided, however,
that the Social Security offset under this subsection
(b)(2)(ii) shall not be applied until the Participant
attains age 62.

(c) REDUCTION FOR EARLY PAYMENT. The amount of the Participant's
Accrued Benefit determined under Section 4.2(b)(1) shall be
reduced to the extent payment of the Participant's early
retirement benefit begins before the Participant's Normal
Retirement Date. Such reduced amount shall be computed by
multiplying the Participant's Accrued Benefit as so determined
by the factor set forth below based on the Participant's age at
the time payment begins:

Age When Payment Begins Factor
----------------------- ------

64 1.00
63 1.00
62 1.00
61 .95
60 .90
59 .85
58 .80
57 .75
56 .70
55 .65

(d) COMMENCEMENT AND FORM OF PAYMENT. Monthly early retirement
benefit payments shall commence on the first day of the calendar
month following the date of the Participant's early retirement
under this Plan.

4.3 DISABILITY RETIREMENT BENEFIT.

(a) ELIGIBILITY. A Participant whose employment with his or her
Employer terminates due to a Disability prior to his or her
Normal Retirement Date shall be eligible for a disability
retirement benefit under this Section 4.3; provided, however,
that a Participant shall not be entitled to receive and/or to
continue receiving any Disability benefits under this Plan
unless the Committee has determined in its sole discretion that
a Disability exists and continues. To this end, the Committee
may require the Participant to submit to a medical examination
or a series of medical examinations at any time and from time to
time to determine his or her eligibility and/or continued
eligibility for a disability benefit. The failure of the
Participant to submit to any such examination shall be
sufficient grounds for the denial of a disability benefit and/or
the continuation thereof.

(b) AMOUNT. A Participant who is eligible for a benefit under
subsection (a) above shall be entitled to receive a monthly
disability retirement benefit for his or her life (or if his or
her Disability terminates prior to the Participant's Normal
Retirement Date, until his or her Disability terminates) equal
to the amount by which (1) below exceeds (2) below:

(1) This amount equals the Participant's Accrued Benefit as of
the date of the termination of his or her employment by
reason of Disability, with no reduction for early payment.

(2) This amount equals the sum of (i) the monthly income
payable to the Participant under the Retirement Plan and
the Nondiscrimination Plan (adjusted as provided for in
Section 6.1(c)), without regard to any post-termination
increases in such benefit, plus (ii) the monthly amount
that would be payable to the Participant under any
long-term disability plan sponsored by his or her Employer
if the Participant had elected the maximum benefit option
thereunder available to the Participant, without regard to
the actual election, if any, made by the Participant, plus
(iii) the monthly amount payable to the Participant as his
or her Social Security disability benefit if he or she is
then eligible for such a benefit, or if he or she is not
then eligible for a Social Security disability benefit, his
or her full primary Social Security benefit, assuming such
payments begin at age 62 or, if later, the date of the
Participant's termination of employment by reason of
Disability (without regard to any subsequent increases in
such benefit); provided, however, that if the Participant
is not eligible for a Social Security disability benefit,
any Social Security offset under this subsection
(b)(2)(iii) shall not be applied until the Participant
attains age 62. For purposes of (ii) above, the maximum
benefit option available to a Participant is the maximum
benefit option that may be elected by a Participant as of
October 1, 1994, the 70% option) in the absence of an
adverse determination by the insurance carrier; or, in the
case of such an adverse determination, is the maximum
benefit allowed by the insurance carrier.

(c) COMMENCEMENT AND FORM OF PAYMENT. Monthly disability retirement
benefit payments shall commence on the first day of the calendar
month following the date of the termination of the Participant's
employment by reason of Disability and shall continue to be paid
for the life of the Participant or, if his or her Disability
terminates prior to his or her Normal Retirement Date, until the
Participant's Disability terminates.

(d) TERMINATION OF DISABILITY. If the Participant's Disability
terminates before his or her Normal Retirement Date and either
the Participant does not return to work for an Employer, or the

Participant returns to work for an Employer but the Committee
does not determine that such person shall continue as an active

Participant in the Plan upon such return to work, the
Participant shall be entitled to receive an early retirement
benefit under Section 4.2 (if he or she was eligible for such a
benefit on the date his or her employment terminated by reason
of Disability) or a vested termination benefit under Section
4.4; and in any such case, the benefit shall be calculated as of
the date the Participant's employment terminated by reason of
Disability. Any early retirement benefit referred to in the
first sentence of this subsection (d) shall begin on the first
day of the calendar month immediately following the termination
of the Disability, and any vested termination benefit referred
to in the first sentence of this subsection (d) shall begin on
the first day of the calendar month next following the day the
Participant attains age 62 or, if the termination of the
Disability occurs thereafter, on the first day of the calendar
month next following the date of such termination.

4.4 VESTED TERMINATION BENEFIT.

(a) ELIGIBILITY. A Participant whose employment with his or her
Employer terminates at or after the time he or she has a vested
Accrued Benefit under this Article 4, but who is not otherwise
entitled to a benefit under this Article 4, shall be eligible
for a vested termination benefit under this Section 4.4. Except
as provided in Section 9.3 with respect to Participants in the
Plan on October 1, 1994, a Participant shall not have a vested
Accrued Benefit under this Article 4 unless and until he or she
satisfies the provisions of Section 4.4(d).

(b) AMOUNT. A Participant who is eligible for a benefit under
subsection (a) above shall be entitled to receive a monthly
vested termination benefit for his or her life equal to the
amount by which (1) below exceeds (2) below:

(1) This amount equals the Participant's Accrued Benefit as of
the date of the termination of his or her employment, with
no reduction for early payment.

(c) COMMENCEMENT AND FORM OF PAYMENT. Monthly vested termination
benefit payments shall commence on the first day of the calendar
month next following the day the Participant attains age 62 or,
if the termination of employment occurs thereafter, on the first
day of the calendar month next following the date of such
termination of employment, and shall continue to be paid for the
life of the Participant.

(d) VESTING. A Participant shall become 100% vested in his or her
Accrued Benefit when he or she has satisfied both of the
following conditions:

(1) the Participant has been a Participant for at least five
years; and

(2) one of the following has occurred:

(i) the Participant has attained age 55 and has at least
five years of Credited Service; or

(ii) the sum of the Participant's age and Credited Service
(in each case counting full months thereof) equals or
exceeds 65.

A Participant shall also become 100% vested in his or her
Accrued Benefit, even if the foregoing tests have not been
satisfied, at the time of the Participant's termination of
employment by reason of Disability or death; the occurrence of a
Change in Control; or the termination of this Plan.

4.5 CHANGE IN CONTROL.

(a) ELIGIBILITY. Upon the occurrence of a Change in Control, any
Participant employed by an Employer on the day immediately prior
to a Control Date shall be entitled to receive a benefit
calculated and paid as provided in this Section 4.5.
Notwithstanding any other provision of this Plan to the
contrary, upon the occurrence of a Change in Control, the
benefit provided by this Section 4.5 shall be the exclusive
benefit provided under this Plan to the Participants who are
eligible to receive such benefit (and to their spouses) and
accordingly each such person shall not be entitled to any other
benefits under this Plan without regard to the age of the
Participant, the vested status of the Participant or any other
factor; and upon receipt of his or her benefit under this
Section 4.5, a person shall cease being a Participant in this
Plan.

(b) AMOUNT AND FORM OF PAYMENT. A Participant who is eligible for a
benefit under subsection (a) above shall receive his or her
benefit in a lump sum, paid on or as soon as practicable after
the Control Date, but no more than five days after such date,
equal to the sum of the following:

(1) This amount equals the product of the Participant's Current
Earnings on the day immediately prior to the Control Date
and the number of months by which the Control Date precedes
the Participant's Normal Retirement Date (up to a maximum
of 24 months).

(2) This amount equals the "adjusted present value" (as defined
below) of a monthly benefit for the Participant's life in
an amount equal to the amount by which (i) below exceeds
(ii) below, plus (but only if the Participant is married as
of the Control Date) the "adjusted present value" (as
defined below) of a 50% surviving spouse's benefit for the
life of the surviving spouse:

(i) This amount equals the Participant's Prospective
Target Amount determined as of the Control Date, with
no reduction for early payment.

(ii) This amount equals the monthly deferred retirement
income that would be payable to the Participant under
the Retirement Plan and the Nondiscrimination Plan
beginning as of the Participant's Normal Retirement
Date (adjusted as provided for in Section 6.1(c)) if
the Participant's employment terminated as of the
Control Date. For these purposes, no pre-retirement
survivorship charges or early retirement reductions
shall be applied.

For purposes of this Section 4.5(b)(2), the "adjusted
present value" shall be calculated by determining the
Actuarial Equivalent of the stated benefit as if it were to
be paid in a lump sum on the Participant's Normal
Retirement Date and as if the equivalent monthly benefit
for the Participant's and (if applicable) the surviving
spouse's lives were to begin at the Participant's Normal
Retirement Date; no reduction shall be made for payment of
the lump sum prior to the Participant's Normal Retirement
Date.

(c) ADDITIONAL PAYMENT. A Participant who is eligible for a benefit
under subsection (a) above also shall be entitled to receive the
amount described below to the extent applicable: In the event
any payment under this Section 4.5 or under another plan or
agreement (collectively, the "Payments") are subject to the
excise tax imposed by Section 4999 of the Code (the "Excise
Tax"), the Participant's Employer shall pay the Participant an
amount (the "Gross Up") such that the net amount retained by the
Participant after deduction of any Excise Tax on the Payments
and the federal income tax on any payments under this Section
4.5(c) shall be equal to the Payments. For purposes of
determining the Gross Up, the Participant shall be deemed to pay
the federal income tax at the highest marginal rate of taxation
(currently 39.5%) in the calendar year in which the payment
under Section 4.5 is to be made. The determination of whether
such Excise Tax is payable and the amount thereof shall be made
upon the opinion of tax counsel selected by the Employer and
reasonably acceptable to the Participant. The Gross Up, if any,
that is due as a result of such determination shall be paid to
the Participant in cash in a lump sum within thirty (30) days of
such computation. If such opinion is not finally accepted by
the Internal Revenue Service upon audit or otherwise, then
appropriate adjustments shall be computed (without interest but
with Gross Up, if applicable) by such tax counsel based upon the
final amount of the Excise Tax so determined; any additional
amount due the Participant as a result of such adjustment shall
be paid to the Participant by his or her Employer in cash in a
lump sum within thirty (30) days of such computation, or any
amount due the Participant's Employer as a result of such
adjustment shall be paid to the Employer by the Participant in
cash in a lump sum within thirty (30) days of such computation.

4.6 SURVIVING SPOUSE BENEFIT.

(a) ELIGIBILITY. If at the time of the death of a Participant, (1)
(i) the employment of a Participant with his or her Employer had
previously terminated and the Participant was receiving or was
entitled to receive benefits under this Article 4 or (ii) the
Participant was still employed by his or her Employer and had
unpaid Accrued Benefits under this Article 4 (whether or not
vested at the time of death) and (2) the Participant is survived
by a Spouse, such Spouse shall be eligible for a surviving
spouse benefit under this Section 4.6. In no other
circumstances shall the Spouse of a Participant or any other
beneficiary of a Participant under the Retirement Plan or
otherwise be entitled to any benefit under this Article 4 in the
event of the death of a Participant hereunder, even if survivor
benefits are otherwise payable under the Retirement Plan. Also,
without limitation on the foregoing, and notwithstanding
anything to the contrary contained in this Section 4.6, no
benefit shall be payable to a Spouse of a deceased Participant
or former Participant who received during his or her lifetime or
who was entitled to receive at the time of death a benefit under
Section 4.5, or who received during his or her lifetime or who
was entitled to receive at the time of death a benefit under any
provision of this Article 4 in the optional lump sum form in
accordance with Section 6.2.

(b) AMOUNT. A Spouse who is eligible for a benefit under subsection
(a) above shall be entitled to receive a monthly surviving
spouse benefit for his or her life in an amount equal to the
amount by which (1) below exceeds (2) below:

(1) In the case of a Participant whose employment with his or
her Employer terminated prior to death, this amount equals
fifty percent (50%) of the monthly amount the Participant
was eligible to receive (even if only on a deferred basis)
or was receiving at the time of death under Section
4.1(b)(1), 4.2(b)(1), 4.3(b)(1) or 4.4(b)(1), as the case
may be, prior to the application of any applicable set-off,
with no reduction for early payment. In the case of a
Participant who was still in the employment of his or her
Employer at the time of death, this amount equals fifty
percent (50%) of the Participant's Accrued Benefit as of
the date of death, with no reduction for early payment.

(2) This amount equals the aggregate monthly income, if any,
payable to the Spouse and to any other beneficiary of the
Participant under the Retirement Plan and the
Nondiscrimination Plan as a result of the death of the
Participant (adjusted as provided for in Section 6.1(c)).

(c) COMMENCEMENT AND FORM OF PAYMENT. Monthly surviving spouse
benefit payments shall be payable to the Spouse for the life of
the Spouse and shall commence as soon as practicable following
the Participant's death.

ARTICLE 5. SPECIAL EARLY RETIREMENT BENEFITS

5.1 SPECIAL EARLY RETIREMENT BENEFIT.

(a) ELIGIBILITY. A Participant whose employment with his or her
Employer terminates by reason of Special Early Retirement shall
be entitled to a retirement benefit under this Section 5.1.

(b) AMOUNT. A Participant who is eligible for a benefit under
subsection (a) above shall be entitled to receive a monthly
retirement benefit for his or her life equal to the amount by
which (1) below exceeds (2) below:

(1) This amount equals the amount determined by the Committee,
but not in excess of the Participant's Prospective Target
Amount determined as of the date of the termination of the
Participant's employment by reason of Special Early
Retirement, with no reduction for early payment.

(c) COMMENCEMENT AND FORM OF PAYMENT. Monthly Special Early
Retirement benefit payments under this Section 5.1 shall
commence on the first day of the calendar month next following
the day of the Participant's termination of employment with his
or her Employer by reason of Special Early Retirement and shall
continue to be paid for the life of the Participant, or shall be
paid in such other form as may be determined in the sole
discretion of the Committee. Any such alternative benefit shall
be in an amount that is the Actuarial Equivalent of such monthly
benefit for life.

5.2 SURVIVING SPOUSE BENEFIT.

(a) ELIGIBILITY. If a Participant dies while eligible for a benefit
under Section 5.1 (i.e., his or her employment has terminated by
reason of Special Early Retirement) and is survived by a Spouse,
such Spouse shall be eligible for a surviving spouse benefit
under this Section 5.2. In no other circumstances shall the
Spouse of a Participant or any other beneficiary of a
Participant under the Retirement Plan or otherwise be entitled
to any benefit under this Article 5 in the event of the death of
a Participant hereunder, even if survivor benefits are otherwise
payable under the Retirement Plan. Also, without limitation on
the foregoing, and notwithstanding anything to the contrary
contained in this Section 5.2, no benefit shall be payable to a
Spouse of a deceased Participant who received during his or her
lifetime or who was entitled to receive at the time of his or
her death a benefit under Section 5.1 in the optional lump sum
form in accordance with Section 6.2.

(b) AMOUNT. A Spouse who is eligible for a benefit under subsection
(a) above shall be entitled to receive a monthly surviving
spouse benefit for his or her life equal to the amount by which
(1) below exceeds (2) below:

(1) This amount equals fifty percent (50%) of the monthly
amount the Participant was eligible to receive or was
receiving at the time of death under Section 5.1(b)(1),
prior to the application of any applicable set-off, with no
reduction for early payment.

ARTICLE 6. SPECIAL BENEFIT PROVISIONS

6.1 GENERAL PRINCIPLES.

(a) GENERAL RULE FOR OFFSET. The amount of any offset under Section
4.1(b)(2), 4.2(b)(2), 4.3(b)(2), 4.4(b)(2), 4.6(b)(2),
5.1(b)(2), or 5.2(b)(2), as the case may be, shall be determined
by using the amount payable to a Participant or other named
person during the month in question under the Retirement Plan,
the Nondiscrimination Plan and (if applicable) any long-term
disability plan, taking into account in general applicable
adjustments, if any, including without limitation those for
deferred payment or early payment, and pre-retirement
survivorship charges, but any such determination shall be
subject to the provisions of Section 6.1(c); provided, that no
adjustments shall be made for any cost-of-living or similar
changes in a Participant's benefits after the date that benefits
begin to be paid to the Participant. Furthermore, as provided
under Sections 4.2(b)(2), 4.3(b)(2) and 5.1(b)(2), a Social
Security offset may not be applicable prior to the time the
Participant attains age 62; and a benefit may not be payable
under the Retirement Plan, the Nondiscrimination Plan, and/or
any long-term disability plan for all months a benefit is to be
payable under this Plan. Thus, the amount of the offset may
vary from month to month.

(b) QUALIFIED DOMESTIC RELATIONS ORDER. If a Participant's spouse
or former spouse has received or is entitled to receive a
benefit under the Retirement Plan or the Nondiscrimination Plan
as a result of a Qualified Domestic Relations Order, the amount
of the offset applicable to the Participant shall include the
amount that is so paid or is payable to the spouse.

(c) SPECIAL ADJUSTMENT. In determining the amount payable during
the month in question under the Retirement Plan and the
Nondiscrimination Plan, the benefit, in the case of a
Participant who is not married for purposes of the Retirement
Plan, shall be calculated as a straight life annuity and the
benefit, in the case of a Participant who is married for
purposes of the Retirement Plan, shall be calculated as a 50%
joint and survivor annuity, without regard in each case to the
actual form of payment under the Retirement Plan or the
Nondiscrimination Plan.

6.2 OPTIONAL LUMP SUM PAYMENT.

(a) RIGHT TO RECEIVE. The benefit of a Participant under Section
4.1 (Normal Retirement), Section 4.2 (Early Retirement) and
Section 4.4 (Vested Termination) shall be paid in a lump sum if
payment in such form is elected by the Participant; provided,
however, that to be effective, such election must be made in
accordance with such rules and procedures as may be established
by the Committee from time to time and must be approved by the
Committee. Any lump sum benefit shall be in an amount that is
the Actuarial Equivalent of such monthly benefit for life.

(b) LIMITATION. Notwithstanding the foregoing provisions of this
Section 6.2, a Participant's election of a lump sum payment
shall be effective only if an irrevocable election is made by
the Participant and submitted to the Committee no later than the
last day of the calendar year that is at least two calendar
years prior to the calendar year of retirement or other
termination of employment or unless the benefit is reduced by
five percent (5%).

(c) PAYMENT. A validly elected lump sum shall be paid to a
Participant as soon as practicable following the date monthly
benefits would have begun to be paid to the Participant;
provided, however, that in the event, if payment were made at
such time, the Company would not be able to deduct for federal
income tax purposes the entire amount to be paid to the
Participant under this Plan because of the limits under Section
162(m) of the Code, full payment shall be delayed, with payment
to be made as soon as possible in one or more installments to
the extent and at such time or times as a deduction may be
obtained without limit under Section 162(m).

ARTICLE 7. FINANCING

7.1 FINANCING. The benefits under this Plan shall be paid out of the
general assets of the Company or other Employer.

7.2 NO TRUST CREATED. Nothing contained in this Plan, and no action
taken pursuant to the provisions of this Plan, shall create or be construed to
create a trust of any kind or a fiduciary relationship between any Employer and
any Participant, his or her spouse or any other person.

7.3 UNSECURED INTEREST. No Participant hereunder shall have any interest
whatsoever in any specific asset of the Company or any other Employer. To the
extent that any person acquires a right to receive payments under this Plan,
such right shall be no greater than the right of any unsecured general creditor
of the Company or other Employer.

7.4 "RABBI" TRUST. Notwithstanding the foregoing provisions of this
Article 7, the Company and the other Employers reserve the right to create and
contribute funds to a "Rabbi" trust for the purpose of paying some or all of
the benefits provided under this Plan, but the existence of any such trust
shall not in any way alter the relationship among the Company, any other
Employer and a Participant as described in this Article 7.

ARTICLE 8. ADMINISTRATION

8.1 ADMINISTRATION. The Committee shall have complete control over the
administration of the Plan, with all powers necessary to enable it to carry out
its duties in that respect. In connection with its administration of the Plan,
the Committee shall be empowered to exercise discretion, including with respect
to the interpretation of the terms of the Plan and in the determination of
eligibility for benefits and the amounts thereof; such discretionary
determinations and interpretations shall be binding upon all Participants and
others hereunder. Without limitation on the foregoing, the Committee shall be
authorized to construe and interpret all of the provisions of the Plan, to
adopt rules and practices concerning the administration of the same, and to
make any determination necessary hereunder, all of which shall be binding and
conclusive on all parties.

8.2 Liability of Committee and Board; Indemnification. To the extent
permitted by law, no member of the Committee or of the Board shall be liable to
any person for any action taken or omitted in connection with the
interpretation and administration of this Plan unless attributable to his or
her own gross negligence, fraud or bad faith. The Company shall indemnify the
members of the Committee and of the Board against any and all claims, losses,
damages and expenses, including counsel fees, incurred by them, and any
liability, including any amounts paid in settlement with their approval,
arising from their action or failure to act, except when the same is determined
to be attributable to their gross negligence, fraud or bad faith. The
provisions of this Section 8.2 are not intended to be exclusive, and nothing
contained in this Section 8.2 shall in any way limit indemnification provided
members of the Committee and/or members of the Board under the by-laws of the
Company, by contract, by statute or otherwise.

8.3 EXPENSES. The cost of payment from this Plan and the expenses of
administering the Plan shall be borne by the Company and the other Employers.

8.4 TAX WITHHOLDING. An Employer may withhold, or require the
withholding of, from any payment which it is required to make, any federal,
state or local taxes required by law to be withheld with respect to such
payment and such sum as the Employer may reasonably estimate as necessary to
cover any taxes for which the Employer may be liable and which may be assessed
with regard to such payment. Upon discharge or settlement of such tax
liability, the Employer shall distribute the balance of such sum, if any, to
the Participant from whose payment it was withheld, or if such Participant is
then deceased, to the beneficiary of such Participant. Prior to making any
payment hereunder, the Employer may require such documents from any taxing
authority, or may require such indemnities or surety bond, as the Employer
shall reasonably deem necessary for its protection.

ARTICLE 9. MISCELLANEOUS

9.1 NONTRANSFERABILITY. In no event shall the Company or any Employer
make any payment under this Plan to any assignee or creditor of a Participant
or of a beneficiary. Prior to the time of a payment hereunder, a Participant
or a beneficiary shall have no rights by way of anticipation or otherwise to
assign (including without limitation in connection with a divorce) or otherwise
dispose of any interest under this Plan nor shall rights be assigned or
transferred by operation of law.

9.2 AMENDMENT OR TERMINATION.

(a) AMENDMENTS; TERMINATION. The Plan may be amended or terminated
at any time by the Committee, and, except as provided to the
contrary in subsection (b) below, no Participant or beneficiary
of a deceased Participant shall have a right to receive benefits
under the Plan at any time. Notice of any such amendment or
termination shall be given in writing to each Participant and
beneficiary of a deceased Participant having an interest in the
Plan.

(b) EFFECT ON BENEFITS. No amendment or termination of the Plan may
adversely affect the benefits then payable or that may be
payable in the future with respect to any Participant (without
giving effect to such Plan amendment or termination) to the
extent described below:

(1) for a Participant whose employment with his or her Employer
has terminated prior to such Plan amendment or termination,
the benefits then payable or to be payable to the
Participant and his or her spouse shall not be altered;

(2) for a Participant under Article 4 whose employment with his
or her Employer has not terminated prior to such Plan
amendment or termination, the amount of the benefits
accrued as of the date of the Plan amendment or termination
shall not be decreased;

(3) for a Participant under Article 5 whose employment with his
or her Employer has not terminated prior to such Plan
amendment or termination, the benefits that would be
payable to the Participant and his or her spouse (without
giving effect to such Plan amendment or termination) upon
the termination of his or her employment by reason of
Special Early Retirement shall not be altered; and

(4) once there has been a Change in Control, any benefits
payable or that could be payable under Section 4.5 as a
result of such Change in Control shall not be altered.

9.3 IMPACT OF 1994 AMENDMENTS. Notwithstanding the provisions of Section
9.2, the following provisions shall govern the impact of the amendment and
restatement of this Plan as of October 1, 1994 on persons who were Participants
on October 1, 1994:

(a) a Participant in this Plan on October 1, 1994 who was then
receiving benefits shall not be affected by the amendment and
restatement and shall be governed in all respects by the
provisions of the Plan as in effect immediately prior to such
Participant's termination of employment; and

(b) a Participant in this Plan on October 1, 1994 who was not then
receiving benefits shall be entitled to receive as a benefit
under Section 4.1, 4.2, 4.3, 4.4, 4.5 or 5.1, as the case may
be, and assuming the Participant is otherwise eligible for such
benefit at some time (either then or in the future), an amount
equal to the greater of the benefit calculated under the
provisions of the Plan as in effect immediately prior to such
amendment and restatement or the benefit calculated under the
provisions of the Plan as so amended and restated. The benefits
payable to a Participant's surviving spouse under Section 4.6 or
5.2, as the case may be (taking into account, in calculating the
benefit payable to a Participant's surviving spouse, the benefit
available to the Participant under the preceding sentence) and
all other provisions relating to the payment of benefits under
the Plan (including, without limitation, the ability to receive
a lump sum payment) shall be governed by the provisions of the
Plan as so amended and restated.

Notwithstanding any provisions of Sections 4.1(a) or 4.2(a) to the contrary,
the requirement that a Participant have at least five years of participation in
this Plan in order to receive a benefit under such provisions shall be deemed
to be satisfied (without regard to the actual number of years of such
participation) with respect to each Participant in this Plan on October 1,
1994. Moreover, each Participant in this Plan on October 1, 1994 shall be
deemed to be 100% vested in his or her Accrued Benefit (as it may be from time
to time), without regard to his or her number of years of participation in the
Plan, number of years of Credited Service, age or any other requirement of
Section 4.4(d).

9.4 FORFEITURE OF BENEFITS. As a condition of receiving benefits under
this Plan, a Participant shall not, directly or indirectly, after the
termination of his or her employment with an Employer:

(a) use or disclose any financial or business information of the
Company and/or its subsidiaries obtained by the Participant
during the course of his or her employment, other than
information that has been previously made available to the
public through normal, authorized business channels, in a manner
that would be prejudicial to the interests of the Company and
its subsidiaries. Notwithstanding the preceding requirements of
this subsection (a), a Participant may disclose information if
required by legal process or if the disclosure is protected by
the Florida Whistle-blower's Act of 1986, or any similar
applicable federal or state statute; or

(b) render any services of an advisory nature or become employed by
or participate or engage in any business in competition with the
Company or any of its subsidiaries, without the prior written
consent of his or her Employer. A Participant shall be
considered as engaging in a business if he or she is a
shareholder or other owner, or partner, director, officer, or
employee of, or consultant to, the business; provided, that a
Participant shall not be prohibited from owning securities of a
competitor if (1) the securities owned constitute less that 2%
of the competitor's total outstanding securities of the same
class and (2) the Participant does not have the power to
control, direct or substantially influence the competitor's
management or policies.

Any breach of any of the foregoing conditions will result in complete
forfeiture of any further benefits under the Plan for both the Participant and
any surviving spouse of the Participant. The immediately preceding sentence
shall not require the forfeiture or the return of any benefit received or due
prior to the breach of any of the specific conditions.

9.5 APPLICABLE LAW. This instrument shall be construed in accordance
with and governed by the laws of the State of Florida, to the extent not
superseded by the laws of the United States.