<PAGE>

                                                                     EXHIBIT 4.5

CUSIP NO.:                                        PRINCIPAL AMOUNT: $
REGISTERED NO. 2

                                TECO ENERGY, INC.

                              10.50% Notes Due 2007

[X]      Check this box if the Note is a Global Note.
         Applicable if the Note is a Global Note:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NOMINEE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, OR ANY SUCCESSOR
DEPOSITARY ("DEPOSITARY"), AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.

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

<TABLE>
<CAPTION>
<S>                                      <C>                                    <C>
ORIGINAL ISSUE DATE:                     INTEREST PAYMENT DATES: June 1         SINKING FUND: N/A
                                         and December 1 of each year,
                                         commencing June 1, 2003.               YIELD TO MATURITY: N/A
ISSUE PRICE: 92.684% (as a
percentage of principal amount)          SPECIFIED CURRENCY: U.S. dollars       REDEMPTION: Redeemable in whole or
                                                                                in part, at the Company's option,
STATED MATURITY:                         AUTHORIZED DENOMINATIONS: N/A (Only    from time to time at the Redemption
December 1, 2007                         applicable if specified currency is    Price described on the reverse of
                                         other than U.S. dollars.)              this Note.
INTEREST RATE: 10.50% per annum.
                                                                                REMARKETING PROVISIONS: N/A

                                                                                DEPOSITARY: The Depository
                                                                                Trust Company, or any successor
                                                                                depositary.
</TABLE>


<PAGE>

         TECO ENERGY, INC., a corporation duly organized and existing under the
laws of the State of Florida (herein called the "Company," which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum set forth on the face of this Note on the Stated Maturity, upon
the presentation and surrender hereof at the principal corporate trust office of
The Bank of New York, or its successor in trust (the "Trustee") or such other
office as the Trustee has designated in writing, and to pay interest on the
unpaid principal balance hereof at a rate per annum (computed based on a 360-day
year consisting of twelve 30-day months) equal to the Interest Rate set forth on
the face of this Note for the period from the Original Issue Date to, but
excluding, the Stated Maturity.

         Interest will be payable on the Interest Payment Dates to the Person in
whose name this Note is registered at the close of business on the related
Record Date, which is the fifteenth calendar day (whether or not a Business Day)
immediately preceding the related Interest Payment Date. In each case, payments
shall be made in accordance with the provisions hereof, until the principal
hereof is paid or duly made available for payment.

         Payment of the principal of (and premium, if any) and any such interest
on this Note shall be made in immediately available funds at the office or
agency of the Company maintained for that purpose in the City of New York in the
State of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                       2

<PAGE>

         IN WITNESS WHEREOF, TECO ENERGY, INC. has caused this instrument to be
duly executed.

Dated: ______________

TRUSTEE'S CERTIFICATE                     TECO ENERGY, INC.
OF AUTHENTICATION

This is one of the series
designated therein referred               By:___________________________________
to in the within-mentioned                Name:  Gordon L. Gillette
Indenture.                                Title: Senior Vice President - Finance
                                                 and Chief Financial Officer
THE BANK OF NEW YORK,
as Authenticating Agent for the Trustee

By:_____________________________________
      Authorized signatory

                               Note Signature Page

<PAGE>

                                (REVERSE OF NOTE)

                                TECO ENERGY, INC.

                              10.50% Notes Due 2007

         This Note is one of a duly authorized series of securities of the
Company (herein called the "Notes"), issued and to be issued under an Indenture
dated as of August 17, 1998, as supplemented by the Eighth Supplemental
Indenture, dated as of November 20, 2002 (as such has been or shall be amended
or supplemented, the "Indenture"), between the Company and The Bank of New York,
as trustee (the "Trustee", which term includes any successor Trustee under the
Indenture), to which Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the securities of the series designated on the face hereof.

                                   DEFINITIONS

         The following terms, as used herein, have the following meanings unless
the context or use clearly indicates another or different meaning or intent:

         "Adjusted Treasury Rate" means, with respect to any Redemption Date:

         (i)   the yield, under the heading which represents the average for the
               immediately preceding week, appearing in the most recently
               published statistical release designated "H.15(519)" or any
               successor publication which is published weekly by the Board of
               Governors of the Federal Reserve System and which establishes
               yields on actively traded United States Treasury securities
               adjusted to constant maturity under the caption "Treasury
               Constant Maturities," for the maturity corresponding to the
               Comparable Treasury Issue (if no maturity is within three months
               before or after the Remaining Life, as defined below, yields for
               the two published maturities most closely corresponding to the
               Comparable Treasury Issue will be determined and the Adjusted
               Treasury Rate will be interpolated or extrapolated from such
               yields on a straight line basis, rounding to the nearest month);
               or

         (ii)  if such release (or any successor release) is not published
               during the week preceding the calculation date or does not
               contain such yields, the rate per annum equal to the semi-annual
               equivalent yield to maturity of the Comparable Treasury Issue,
               calculated using a price for the Comparable Treasury Issue
               (expressed as a percentage of its principal amount) equal to the
               Comparable Treasury Price for such Redemption Date.

The Adjusted Treasury Rate will be calculated on the third Business Day
preceding the Redemption Date.

         "Business Day" shall mean any day other than a Saturday or Sunday that
is neither a legal holiday nor a day on which banking institutions are
authorized or obligated by law or executive order to close in the City of New
York.

                                       4

<PAGE>

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be used, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes (the "Remaining Life").

         "Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations for the Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if an Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.

         "Depositary" shall mean The Depository Trust Company or any successor
depositary.

         "Independent Investment Banker" means Credit Suisse First Boston
Corporation or its successors, as designated by the Company, or if that firm is
unwilling or unable to serve as such, an independent investment and banking
institution of national standing appointed by the Company.

         "Interest Payment Date" shall mean June 1 and December 1 of each year.

         "Reference Treasury Dealer" means:

         (i)   Credit Suisse First Boston Corporation and its successors;
               provided that, if the Reference Treasury Dealer ceases to be a
               primary U.S. Government securities dealer in New York City (a
               "Primary Treasury Dealer"), the Company will substitute another
               Primary Treasury Dealer; and

         (ii)  up to four other Primary Treasury Dealers selected by the
               Company.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
an Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to an Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

                                  INTEREST RATE

         This Note will bear interest at the rate per annum (computed based on a
360-day year consisting of twelve 30-day months) identified on the face of this
Note. Except for the effect of any adjustment in the Interest Payment Date as
provided in the following sentence, the amount of interest payable for any
period shorter than a full six-month period for which interest is computed, will
be computed on the basis of the actual number of days elapsed in such a 180-day
period. If any Interest Payment Date would otherwise be a day that is not a
Business Day, the payment required to be made on such Interest Payment Date will
be postponed to the next succeeding Business Day, and no interest will accrue on
such payment for the period from and after such Interest Payment Date to the
date of such payment on the next succeeding Business Day, except that, if such
Business Day is in the next succeeding calendar year, such payment

                                       5

<PAGE>

shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such Interest Payment Date.

                               OPTIONAL REDEMPTION

         The Notes are subject to redemption, in whole or in part, at any time,
and at the option of the Company, at a redemption price equal to the greater of:

         (i)   100% of the principal amount of the Notes then outstanding to
               be redeemed, or

         (ii)  the sum of the present values of the remaining scheduled
               payments of principal and interest on the Notes then
               outstanding to be redeemed (not including any portion of such
               payments of interest accrued as of the Redemption Date)
               discounted to the Redemption Date on a semiannual basis
               (computed based on a 360-day year consisting of twelve 30-day
               months) at the Adjusted Treasury Rate, plus 50 basis points
               (0.50%), as calculated by an Independent Investment Banker,

plus, in both of the above cases, accrued and unpaid interest thereon to the
Redemption Date (the "Redemption Price").

         The Company will mail a notice of redemption at least 30 days but no
more than 60 days before the Redemption Date to each Holder of the Notes to be
redeemed. If the Company elects to partially redeem the Notes, the Trustee will
select in a fair and appropriate manner the Notes to be redeemed.

         Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date, interest will cease to accrue on the Notes or
portions thereof called for redemption.

         The Notes are not entitled to the benefit of any sinking fund or
analogous provision.

                              TRANSFER OR EXCHANGE

         As provided in the Indenture and subject to certain limitations herein
and therein set forth, the transfer of this Note is registerable in the Security
Register, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series and of
like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

         The Notes are issuable only in registered form without coupons and,
except for such Notes issued in book-entry form, only in denominations of $1,000
and any integral multiple of $1,000. As provided in the Indenture and subject to
certain limitations herein and therein set forth, this Note is exchangeable for
a like aggregate principal amount of Notes of this series and

                                       6

<PAGE>

of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company or the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

                                OTHER PROVISIONS

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected and of the Holders of 66 2/3%
in principal amount of the Securities at the time Outstanding of all series to
be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. To the extent
permitted by law, any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

         This Note shall be governed by and construed in accordance with the
laws of The State of New York.

                                       7

<PAGE>

ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM                                as tenants in common
TEN ENT                                as tenants by the entireties
JT TEN                                 as joint tenants with right of
                                       survivorship and not as tenants in common
UNIF GIFT MIN ACT--____CUSTODIAN____   under Uniform Gifts to Minors Act
               (Custodian)    (Minor)
                   ________________
                        (State)

         Additional abbreviations may also be used though not in the above list.

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please Insert Social Security or
Other Identifying Number of Assignee

________________________________________
________________________________________

________________________________________________________________________________

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________

the within Security of TECO ENERGY, INC. and does hereby irrevocably constitute
and appoint __________________________________________________ attorney to
transfer said Security on the books of the Company, with full power of
substitution in the premises.

Dated:______________          _____________________________

                              _____________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.

                                       8