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FLORIDA PROGRESS ADOPTS SHAREHOLDER RIGHTS PLAN

 FLORIDA PROGRESS ADOPTS SHAREHOLDER RIGHTS PLAN
 ST. PETERSBURG, Fla., Nov. 21 /PRNewswire/ -- Florida Progress


Corporation (NYSE: FPC) announced today that its board of directors has adopted a Shareholder Rights Plan to protect shareholders from unfair takeover tactics. Implementation of the plan will be made through the distribution of one "right" for each outstanding share of common stock. The adoption of the plan requires no action on the part of Florida Progess' shareholders.
 "While the board is not aware of any effort to acquire control of the company, we believe the plan represents an effective and reasonable means of safeguarding the interests of all our shareholders," said Jack B. Critchfield, chairman of the board and chief executive officer. "The plan will help ensure that all our shareholders receive fair and equal treatment if an attempt is made to acquire the company."
 The plan adopted by the Florida Progress board is similar to those adopted by more than 1,000 other public companies, including more than 20 other electric utilities.
 Under the company's plan, the rights will become exercisable only if a person or group acquires 15 percent or more of the company's common stock, or announces a tender or exchange offer, the consummation of which would result in the ownership of 15 percent or more of the company's common stock. However, the rights held by any person or group owning 15 percent or more of the company's common stock are not exercisable in any respect. If exercised, the rights would cause substantial dilution of the ownership of the person or group attempting to acquire the company on terms not approved by the board.
 The various provisions of the plan are not intended to and will not prevent a takeover, but encourage anyone seeking to acquire the company to treat all shareholders equally and to negotiate with the board in any takeover attempt. In addition, the plan should operate to give the board sufficient time, after a takeover attempt starts, to establish and pursue a course of action that is in the best interest of all shareholders.
 The rights will be issued to shareholders of record at the close of business on Dec. 5, 1991 and will expire at the end of 10 years. The issuance is not taxable to the company or its shareholders. Initially, and until the rights become exercisable, no certificate for the rights will be issued, and the rights will trade along with shares of common stock. The rights as such have no voting or dividend rights.
 Following the record date of Dec. 5, each registered shareholder of Florida Progress, will receive a special mailing tht includes a summary of the Rights Plan.
 Florida Progress is a $5-billion diversified utility holding company whose principal subsidiary is St. Petersburg-based Florida Power Corporation, the state's second largest electric utility. Florida Progress' diversified operations include coal mining and transportation, finance and life insurance.
 -0- 11/21/91
 /CONTACT: Sally Everett of Florida Progress Corporation, 813-824-6440/
 (FPC) CO: Florida Progress Corporation ST: Florida IN: UTI SU: AW-MR -- FL014 -- 6014 11/21/91 15:24 EST
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Publication:PR Newswire
Date:Nov 21, 1991
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