<PAGE>
                                                                     Exhibit 4.1


                                TECO ENERGY, INC.

                                       and

                              THE BANK OF NEW YORK

                                   As Trustee

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

                          EIGHTH SUPPLEMENTAL INDENTURE

                          dated as of November 20, 2002

                           Supplementing the Indenture

                           dated as of August 17, 1998

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

                                  $380,000,000

                              10.50% Notes Due 2007
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                                TABLE OF CONTENTS

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<S>                                                                         <C>
ARTICLE ONE     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION......2

      Section 101. Definitions...............................................2

      Section 102. Section References.......................................16

ARTICLE TWO     DESIGNATION AND TERMS OF THE NOTES..........................17

      Section 201. Establishment of Series..................................17

      Section 202. Variations in Terms of the Notes.........................17

      Section 203. Amount and Denominations; the Depositary.................17

      Section 204. Interest Rates and Interest Payment Dates................17

      Section 205. Form and Other Terms of the Notes........................18

      Section 206. Special Transfer Provisions..............................18

      Section 207. Authentication and Delivery..............................21

      Section 208. Redemption; No Sinking Fund..............................21

      Section 209. Repurchase upon Change in Control........................22

ARTICLE THREE   PAYMENTS IN THE EVENT OF CERTAIN TRANSACTIONS...............24

ARTICLE FOUR    RESTRICTIVE COVENANTS.......................................24

      Section 401. Applicability of Restrictive Covenants...................24

      Section 402. Designation of Restricted and Unrestricted Subsidiaries..25

      Section 403. Limitation on Restricted Payments........................25

      Section 404. Limitation on Certain Liens..............................27

      Section 405. Limitation on Indebtedness...............................28

      Section 406. SEC and Other Reports....................................30

ARTICLE FIVE    ADDITIONAL EVENTS OF DEFAULT................................30

ARTICLE SIX     APPROVAL OF AMENDMENT TO SECTION 801 OF ORIGINAL INDENTURE..31

ARTICLE SEVEN   AMENDMENT TO ORIGINAL INDENTURE.............................31

ARTICLE EIGHT   Miscellaneous...............................................31

      Section 801. Effect On Original Indenture.............................31

      Section 802. Counterparts.............................................31

      Section 803. Recitals.................................................32

      Section 804.   Governing Law..........................................32
</TABLE>


                                      -i-
<PAGE>
      This Eighth Supplemental Indenture, dated as of November 20, 2002, is
between TECO Energy, Inc., a corporation duly organized and existing under the
laws of the State of Florida (hereinafter called the "Company") and having its
principal office at 702 North Franklin Street, Tampa, Florida 33602, and The
Bank of New York, as trustee (hereinafter called the "Trustee") and having its
principal corporate trust office at 101 Barclay Street, 8th Floor West, New
York, New York 10286.

                                   WITNESSETH:

      WHEREAS, the Company and the Trustee entered into an Indenture, dated as
of August 17, 1998 (the "Original Indenture"), pursuant to which one or more
series of debt securities of the Company (the "Securities") may be issued from
time to time; and

      WHEREAS, Section 201 of the Original Indenture permits the terms of any
series of Securities to be established in an indenture supplemental to the
Original Indenture; and

      WHEREAS, Section 901(7) of the Original Indenture provides that a
supplemental indenture may be entered into by the Company and the Trustee
without the consent of any Holders of the Securities to establish the form and
terms of the Securities of any series; and

      WHEREAS, the Company and the Trustee have entered into supplemental
indentures, including a Third Supplemental Indenture, dated as of December 1,
2000 (the "Third Supplemental Indenture"), pursuant to which the Company amended
Section 801 of the Original Indenture; and

      WHEREAS, the Company has requested the Trustee to join with it in the
execution and delivery of this Eighth Supplemental Indenture in order to
supplement and amend the Original Indenture by, among other things, establishing
the form and terms of a series of Securities to be known as the Company's
"10.50% Notes Due 2007" (the "Initial Notes") and, when and if issued pursuant
to the Registration Rights Agreement (defined herein) for Initial Notes, the
Company's "10.50% Notes Due 2007" (the "Exchange Notes," and together with the
Initial Notes, the "Notes") and amending and adding certain provisions thereof
for the benefit of the Holders of the Notes; and

      WHEREAS, the Company and the Trustee desire to enter into this Eighth
Supplemental Indenture for the purposes set forth in Sections 201 and 901 of the
Original Indenture as referred to above; and

      WHEREAS, the Company has furnished the Trustee with a Board Resolution
authorizing the execution of this Eighth Supplemental Indenture; and

      WHEREAS, all things necessary to make this Eighth Supplemental Indenture a
valid agreement of the Company and the Trustee and a valid supplement to the
Original Indenture have been done,

      NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH:
<PAGE>
      For and in consideration of the premises and the purchase of the Notes to
be issued hereunder by holders thereof, the Company and the Trustee mutually
covenant and agree, for the equal and proportionate benefit of the respective
Holders from time to time of the Notes, as follows:

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      SECTION 101. DEFINITIONS

      All capitalized terms that are used herein and not otherwise defined
herein shall have the meanings assigned to them in the Original Indenture. The
Original Indenture together with this Eighth Supplemental Indenture are
hereinafter sometimes collectively referred to as the "Indenture."

      "Additional Interest" has the meaning given it in the Registration Rights
Agreement.

      "Additional Notes" means any additional Notes that may be issued from time
to time pursuant to a "re-opening" of the series of Notes as contemplated by
Section 201 of the Indenture.

      "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.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the


                                      -2-
<PAGE>
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person will be
deemed to be control. For purposes of this definition, the terms "controlling,"
"controlled by" and "under common control with" have correlative meanings.

      "Amortization Expense" means, for any period, amounts recognized during
such period as amortization of capital leases, depletion, fuel, goodwill and
assets classified as intangible assets in accordance with GAAP.

      "Average Life" means, as of the date of determination, with respect to any
Indebtedness, the quotient obtained by dividing (i) the sum of the products of
(x) the number of years from the date of determination to the dates of each
successive scheduled principal payment of such Indebtedness and (y) the amount
of such principal payment by (ii) the sum of all such principal payments.

      "Board of Directors" means:

            (I) with respect to a corporation, the board of directors of the
      corporation;

            (II) with respect to a partnership, the board of directors of the
      general partner of the partnership; and

            (III) with respect to any other Person, the board or committee of
      such Person serving a similar function.

      "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.

      "Capital Lease Obligation" of a Person means any obligation that is
required to be classified and accounted for as a capital lease on the face of a
balance sheet of such Person prepared in accordance with GAAP; the amount of
such obligation shall be the capitalized amount thereof, determined in
accordance with GAAP; the stated maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty; and such obligation shall be deemed secured by a Lien on any property
or assets to which such lease relates.

      "Capital Stock" means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) corporate stock, including any Preferred Stock or letter
stock; provided, that Hybrid Preferred Securities are not considered Capital
Stock for purposes of this definition.

      "Cash Equivalents" means:

            (I) United States dollars;


                                      -3-
<PAGE>
            (II) securities issued or directly and fully guaranteed or insured
      by the United States government or any agency or instrumentality of the
      United States government (provided that the full faith and credit of the
      United States is pledged in support of those securities) having maturities
      of not more than 270 days from the date of acquisition;

            (III) certificates of deposit and eurodollar time deposits with
      maturities of 270 days or less from the date of acquisition, bankers'
      acceptances with maturities not exceeding 270 days and overnight bank
      deposits, in each case, with any domestic commercial bank having capital
      and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of
      "B" or better;

            (IV) repurchase obligations with a term of not more than seven days
      for underlying securities of the types described in clauses (ii) and (iii)
      above entered into with any financial institution meeting the
      qualifications specified in clause (iii) above;

            (V) commercial paper having the highest rating obtainable from
      Moody's or Standard & Poor's and in each case maturing within six months
      after the date of acquisition; and

            (VI) money market funds, substantially all of which constitute Cash
      Equivalents of the kinds described in clauses (i) through (v) of this
      definition.

      "Change in Control" means the occurrence of any of the following:

            (I) the Company ceases to beneficially own, directly or indirectly,
      at least 80% of the total voting power of all classes of Capital Stock
      then outstanding of Tampa Electric (whether arising from issuance of
      securities of the Company or Tampa Electric, any direct or indirect
      transfer of securities by the Company or Tampa Electric, any merger,
      consolidation, liquidation or dissolution of the Company or Tampa Electric
      or otherwise);

            (II) any "entity", "person" or "group" (as such terms are used in
      Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial
      owner" (as such term is used in Rules 13d-3 and 13d-5 under the Exchange
      Act, except that a person or group shall be deemed to have "beneficial
      ownership" of all shares that such person or group has the right to
      acquire, whether such right is exercisable immediately or only after the
      passage of time), directly or indirectly, of more than a majority of the
      Voting Stock of the Company;

            (III) the Company consolidates with or merges into another Person,
      or any Person consolidates with or merges into the Company, in either
      event pursuant to a transaction in which the outstanding Voting Stock of
      the Company or such other Person is changed into or exchanged for cash,
      securities, or other property, other than any such transaction where (A)
      the outstanding Voting Stock of the Company is changed into or exchanged
      for, in whole or in part, Voting Stock of the surviving or transferee
      Person and (B) the holders of the Voting Stock of the Company immediately
      prior to such transaction retain or receive, directly or indirectly,
      substantially proportionate ownership of at least a


                                      -4-
<PAGE>
      majority of the Voting Stock of the surviving or transferee Person
      immediately after such transaction;

            (IV) the direct or indirect sale, transfer, conveyance or other
      disposition (other than by way of merger or consolidation), in one or a
      series of related transactions, of all or substantially all of the
      properties or assets of the Company and its Restricted Subsidiaries taken
      as a whole to any "person" (as that term is used in Section 13(d)(3) of
      the Exchange Act), other than to an entity at least a majority of whose
      Voting Stock is owned, directly or indirectly, substantially
      proportionately by the holders of the Voting Stock of the Company;

            (V) during any period of up to 24 consecutive months, commencing
      after the date of issuance of the Notes, individuals who at the beginning
      of such 24-month period were directors of the Company shall cease for any
      reason to constitute a majority of the board of directors of the Company,
      provided that any person becoming a director subsequent to the date of
      issuance of the Notes, whose election, or nomination for election by the
      Company's shareholders, was approved by a vote of at least a majority of
      the directors who were either directors at the beginning of such period or
      whose election or nomination for election was previously so approved
      (other than the election or nomination of an individual whose initial
      assumption of office is in connection with an actual or threatened
      election contest relating to the election of the directors of the Company)
      shall be, for purposes of this provision, considered as though such person
      were a member of the board as of the beginning of such period; or

            (VI) the adoption of a plan relating to the liquidation or
      dissolution of the Company.

      "Change in Control Purchase Date" has the meaning set forth in Section
209.

      "Change in Control Purchase Price" has the meaning set forth in Section
209.

      "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 applicable series of 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.

      "Consolidated Coverage Ratio" with respect to any period means the ratio
of (1) the aggregate amount of Operating Cash Flow for such period to (2) the
aggregate amount of Consolidated Interest Expense for such period.

      "Consolidated Current Liabilities" means, for any period, the aggregate
amount of liabilities of the Company and its Restricted Subsidiaries which may
properly be classified as


                                      -5-
<PAGE>
current liabilities (including taxes accrued as estimated), after (1)
eliminating all inter-company items between the Company and any Restricted
Subsidiary and (2) deducting all current maturities of long-term Indebtedness,
all as determined in accordance with GAAP.

      "Consolidated Indebtedness" means, at any date of determination, the
aggregate Indebtedness of the Company and its Restricted Subsidiaries determined
on a consolidated basis in accordance with GAAP.

      "Consolidated Interest Expense" means, for any period, the total interest
expense in respect of Consolidated Indebtedness of the Company and its
Restricted Subsidiaries, including, without duplication:

            (I) interest expense attributable to capital leases,

            (II) amortization of debt discount,

            (III) capitalized interest,

            (IV) cash and noncash interest payments,

            (V) commissions, discounts and other fees and charges owed with
      respect to letters of credit and bankers' acceptance financing,

            (VI) net costs under Hedging Obligations (including amortization of
      discount), and

            (VII) interest expense in respect of obligations of other Persons
      deemed to be Indebtedness of the Company or any Restricted Subsidiaries
      under the clauses (v) or (vi) of the definition of Indebtedness,

provided, however, that Consolidated Interest Expense shall exclude any costs
otherwise included in interest expense recognized on early retirement of debt.

      "Consolidated Net Income" means, for any period, the net income of the
Company and its Restricted Subsidiaries determined on a consolidated basis in
accordance with GAAP; provided, however, that there shall not be included in
such Consolidated Net Income:

            (I) any net income of any Person if such Person is not a Restricted
      Subsidiary, except that the Company's equity in the net income of any such
      Person for such period shall be included in such Consolidated Net Income
      up to the aggregate amount of cash actually distributed by such Person
      during such period to the Company or a Restricted Subsidiary as a dividend
      or other distribution;

            (II) the net income of any Restricted Subsidiary will be excluded to
      the extent that the declaration or payment of dividends or similar
      distributions by that Restricted Subsidiary of that net income is not at
      the date of determination permitted without any prior governmental
      approval (that has not been obtained) or, directly or indirectly, by
      operation of the terms of its charter or any agreement, instrument,
      judgment, decree,


                                      -6-
<PAGE>
      order, statute, rule or governmental regulation applicable to that
      Subsidiary or its stockholders;

            (III) any net income of any Person acquired by the Company or a
      Restricted Subsidiary in a pooling of interests transaction for any period
      prior to the date of such acquisition;

            (IV) the cumulative effect of a change in accounting principles will
      be excluded; and

            (V) any gain or loss realized upon the sale or other disposition of
      any property, plant or equipment of the Company or its Restricted
      Subsidiaries which is not sold or otherwise disposed of in the ordinary
      course of business and any gain or loss realized upon the sale or other
      disposition of any Capital Stock of any Person.

      "Consolidated Net Tangible Assets" means, for any period, the total amount
of assets (less accumulated depreciation or amortization, allowances for
doubtful receivables, other applicable reserves and other properly deductible
items) as set forth on the most recently available quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP, and after giving
effect to purchase accounting and after deducting therefrom, to the extent
otherwise included, the amounts of:

            (I) Consolidated Current Liabilities;

            (II) minority interests in Consolidated Subsidiaries held by Persons
      other than the Company or a Restricted Subsidiary;

            (III) excess of cost over fair value of assets of businesses
      acquired, as determined in good faith by the Board of Directors as
      evidenced by Board resolutions;

            (IV) any revaluation or other write-up in value of assets subsequent
      to December 31, 2001, as a result of a change in the method of valuation
      in accordance with GAAP;

            (V) unamortized debt discount and expenses and other unamortized
      deferred charges, goodwill, patents, trademarks, service marks, trade
      names, copyrights, licenses organization or developmental expenses and
      other intangible items;

            (VI) treasury stock; and

            (VII) any cash set apart and held in a sinking or other analogous
      fund established for the purpose of redemption or other retirement of
      Capital Stock to the extent such obligation is not reflected in
      Consolidated Current Liabilities.

      "Consolidated Net Worth" of any Person means the total of the amounts
shown on the consolidated balance sheet of such Person and its consolidated
subsidiaries, determined on a consolidated basis in accordance with GAAP, as of
any date selected by such Person not more


                                      -7-
<PAGE>
than 90 days prior to the taking of any action for the purpose of which the
determination is being made (and adjusted for any material events since such
date), as (1) the par or stated value of all outstanding Capital Stock plus (2)
paid-in capital or capital surplus relating to such Capital Stock plus (3) any
retained earnings or earned surplus less (A) any accumulated deficit, (B) any
amounts attributable to Redeemable Stock and (C) any amounts attributable to
Exchangeable Stock.

      "Consolidated Subsidiary" means, any Subsidiary whose accounts are or are
required to be consolidated with the accounts of the Company in accordance with
GAAP.

      "Construction Undertakings" means, collectively, the Amended and Restated
Construction Contract Undertaking dated as of May 14, 2002, as the same may be
amended from time to time, by the Company in favor of Panda Gila River, L.P., a
Delaware limited partnership ("Panda Gila River"), and Citibank, N.A., as
Administrative Agent (the "Panda Gila River Agent") under the Gila River Project
Credit Agreement dated as of May 31, 2001 among Panda Gila River, the banks a
party thereto, and the Panda Gila River Agent; and the Amended and Restated
Construction Contract Undertaking dated as of May 14, 2002, as the same may be
amended from time to time, by the Company in favor of Union Power Partners,
L.P., a Delaware limited partnership ("Union Power"), and Citibank, N.A., as
Administrative Agent (the "Union Power Agent") under the Union Power Project
Credit Agreement dated as of May 31, 2001 among Union Power, the banks a party
thereto, and the Union Power Agent.

      "Credit Facilities" means, one or more debt facilities or commercial paper
facilities, in each case with banks or other institutional lenders providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, supplemented, renewed, refunded,
restructured, replaced or refinanced in whole or in part from time to time.

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

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Exchangeable Stock" means any Capital Stock of a corporation that is
exchangeable or convertible into another security (other than Capital Stock of
such corporation that is neither Exchangeable Stock nor Redeemable Stock).

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the issuance date of the Notes.

      "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

            (I) interest rate swap agreements, interest rate cap agreements and
      interest rate collar agreements; and


                                      -8-
<PAGE>
            (II) other agreements or arrangements designed to protect such
      Person against fluctuations in interest rates and foreign currency
      exchange rates,

in each case, to the extent incurred in the ordinary course of business and not
for speculative purposes.

      "Holder" means the Person in whose name a Note is registered in the
security register kept by the Company for that purpose.

      "Hybrid Preferred Securities" means any preferred securities issued by a
Hybrid Preferred Securities Subsidiary, where such preferred securities have the
following characteristics:

            (I) such Hybrid Preferred Securities Subsidiary lends substantially
      all of the proceeds from the issuance of such preferred securities to the
      Company in exchange for subordinated debt issued by the Company or lends
      substantially all of the proceeds from the issuance of such preferred
      securities to a second Hybrid Preferred Securities Subsidiary, which in
      turn lends substantially all of the proceeds from the issuance of its
      preferred securities to the Company in exchange for subordinated debt
      issued by the Company;

            (II) such preferred securities contain terms providing for the
      deferral of distributions corresponding to provisions providing for the
      deferral of interest payments on such subordinated debt; and

            (III) the Company makes periodic interest payments on such
      subordinated debt, which interest payments are in turn used by the Hybrid
      Preferred Securities Subsidiary or Hybrid Preferred Securities
      Subsidiaries to make corresponding payments to the holders of the Hybrid
      Preferred Securities.

      "Hybrid Preferred Securities Subsidiary" means

            (I) any business trust:

                  (I) all of the common equity interest of which is owned
            (either directly or indirectly through one or more wholly-owned
            Subsidiaries of the Company) at all times by the Company or whose
            sole depositor is another Hybrid Preferred Securities Subsidiary;

                  (II) that has been formed for the purpose of issuing Hybrid
            Preferred Securities; and

                  (III) substantially all of the assets of which consist at all
            times solely of subordinated debt issued by the Company or the
            preferred securities of a second Hybrid Preferred Securities
            Subsidiary and payments made from time to time on such subordinated
            debt or preferred securities, as the case may be; or

            (II) any limited liability company (or similar entity):


                                      -9-
<PAGE>
                  (I) all of the common equity interest of which is owned
            (either directly or indirectly through one or more wholly-owned
            Subsidiaries of the Company) at all times by the Company;

                  (II) that has been formed for the purpose of issuing Hybrid
            Preferred Securities; and

                  (III) substantially all of the assets of which consist at all
            times solely of subordinated debt issued by the Company and payments
            made from time to time on such subordinated debt.

      "Indebtedness" of any Person means, without duplication:

            (I) the principal of and premium (if any) in respect of (A)
      indebtedness of such Person for money borrowed and (B) indebtedness
      evidenced by notes, debentures, bonds or other similar instruments for the
      payment of which such Person is responsible or liable;

            (II) all Capital Lease Obligations of such Person;

            (III) all obligations of such Person issued or assumed as the
      deferred purchase price of property, all conditional sale obligations and
      all obligations under any title retention agreement (but excluding trade
      accounts payable arising in the ordinary course of business);

            (IV) all obligations of such Person for the reimbursement of any
      obligor on any letter of credit, bankers' acceptance or similar credit
      transaction (other than obligations with respect to letters of credit
      securing obligations (other than obligations described in clauses (i) -
      (iii) above) entered into in the ordinary course of business of such
      Person to the extent such letters of credit are not drawn upon or, if and
      to the extent drawn upon, such drawing is reimbursed no later than the
      third Business Day following receipt by such Person of a demand for
      reimbursement following payment on the letter of credit);

            (V) all obligations of the type referred to in clauses (i) through
      (iv) above of other Persons and all dividends of other Persons for the
      payment of which, in either case, such Person is responsible or liable as
      obligor, guarantor or otherwise; and

            (VI) all obligations of the type referred to in clauses (i) through
      (v) above of other Persons secured by any Lien on any property or asset of
      such Person (whether or not such obligation is assumed by such Person),
      the amount of such obligation being deemed to be the lesser of the value
      of such property or assets and the amount of the obligation so secured.

      "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.


                                      -10-
<PAGE>
      "Interest Payment Date" shall mean June 1 and December 1 of each year.

      "Interest Rate" shall have the meaning set forth in Section 204 hereof.

      "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons in the forms of loans (including
Support Obligations or other obligations), advances or capital contributions
(excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Capital Stock or other securities, together with
all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP. If the Company or any Subsidiary of the
Company sells or otherwise disposes of any Capital Stock of any direct or
indirect Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Subsidiary of the Company, the
Company will be deemed to have made an Investment on the date of any such sale
or disposition equal to the fair market value of the Company's Investments in
such Subsidiary that were not sold or disposed of. The acquisition by the
Company or any Subsidiary of the Company of a Person that holds an Investment in
a third Person will be deemed to be an Investment by the Company or such
Subsidiary in such third Person in an amount equal to the fair market value of
the Investments held by the acquired Person in such third Person.

      "Lien" means any lien, mortgage, pledge, security interest, conditional
sale, title retention agreement or other charge or encumbrance of any kind.

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto
which is a nationally recognized statistical rating organization, or if such
entity shall cease to rate the Notes or shall cease to exist and there shall be
no such successor thereto, any other nationally recognized statistical rating
organization selected by the Company which is acceptable to the trustee.

      "Net Cash Proceeds" means, with respect to any issuance or sale or
contribution in respect of Capital Stock, the aggregate proceeds of such
issuance, sale or contribution, including the fair market value (as determined
by the Board of Directors and net of any associated debt and of any
consideration other than Capital Stock received in return) of property other
than cash, received by the Company or any Restricted Subsidiary, net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof, provided, however, that if such fair market value as determined
by the Board of Directors of property other than cash is greater than $25
million, the value thereof shall be based upon an opinion from an independent
nationally recognized firm experienced in the appraisal or similar review of
similar types of transactions.

      "Non-Convertible Capital Stock" means, with respect to any corporation,
any non-convertible Capital Stock of such corporation and any Capital Stock of
such corporation convertible solely into non-convertible Capital Stock other
than Preferred Stock of such corporation; provided, however, that
Non-Convertible Capital Stock shall not include any Redeemable Stock or
Exchangeable Stock.


                                      -11-
<PAGE>
      "Non-Recourse Debt" means Indebtedness:

            (I) as to which neither the Company nor any of its Restricted
      Subsidiaries (A) provides credit support of any kind (including any
      undertaking, agreement or instrument that would constitute Indebtedness),
      (B) is directly or indirectly liable as a guarantor or otherwise, or (C)
      constitutes the lender;

            (II) no default with respect to which (including any rights that the
      holders of the Indebtedness may have to take enforcement action against an
      Unrestricted Subsidiary) would permit upon notice, lapse of time or both
      any holder of any other Indebtedness (other than the Notes or any Credit
      Facility) of the Company or any of its Restricted Subsidiaries to declare
      a default on such other Indebtedness or cause the payment of the
      Indebtedness to be accelerated or payable prior to its stated maturity;
      and

            (III) as to which the lenders have been notified in writing that
      they will not have any recourse to the stock or assets of the Company or
      any of its Restricted Subsidiaries.

      "Operating Cash Flow" means, for any period, with respect to the Company
and its Restricted Subsidiaries, the aggregate amount of Consolidated Net Income
after adding thereto Consolidated Interest Expense (adjusted to include costs
recognized on early retirement of debt), income taxes (before giving effect to
non-conventional fuel tax credits), depreciation expense, Amortization Expense
and any noncash amortization of debt issuance costs, any nonrecurring, noncash
charges to earnings and any negative accretion recognition.

      "Original Issue Date" shall mean the date upon which the Notes are
initially issued by the Company, such date to be set forth on the face of each
Note.

      "Permitted Investments" means:

            (I) any Investment in the Company or in a Restricted Subsidiary of
      the Company;

            (II) any Investment in Cash Equivalents;

            (III) any Investment by the Company or any Restricted Subsidiary of
      the Company in a Person, if as a result of such Investment:

                  (I) such Person becomes a Restricted Subsidiary of the
            Company; or

                  (II) such Person is merged, consolidated or amalgamated with
            or into, or transfers or conveys substantially all of its assets to,
            or is liquidated into, the Company or a Restricted Subsidiary of the
            Company;

            (IV) any Investment made as a result of the receipt of non-cash
      consideration from an asset sale;


                                      -12-
<PAGE>
            (V) any acquisition of assets solely in exchange for the issuance of
      Capital Stock (other than Redeemable Stock or Exchangeable Stock) of the
      Company;

            (VI) any Investments received in compromise of obligations of such
      Persons incurred in the ordinary course of trade creditors or customers
      that were incurred in the ordinary course of business, including pursuant
      to any plan of reorganization or similar arrangement upon the bankruptcy
      or insolvency of any trade creditor or customer;

            (VII) Hedging Obligations;

            (VIII)      receivables owing to the Company or a Subsidiary of the
      Company, if created or acquired in the ordinary course of business;

            (IX) payroll, travel and similar advances to cover matters that are
      expected at the time of such advances ultimately to be treated as expenses
      for accounting purposes and that are made in the ordinary course of
      business;

            (X) loans or advances to employees made in the ordinary course of
      business of the Company or any Subsidiary, as the case may be, not to
      exceed $100,000 per employee and $5 million in the aggregate at any one
      time outstanding;

            (XI)  Support Obligations otherwise permitted by the terms of the
      indenture;

            (XII) payments made by the Company or a Restricted Subsidiary to an
      Unrestricted Subsidiary in satisfaction of obligations existing on the
      issuance date of the Notes; and

            (XIII) other Investments in any Person having an aggregate fair
      market value (measured on the date each such Investment was made and
      without giving effect to subsequent changes in value), when taken together
      with all other Investments made pursuant to this clause (xiii) that are at
      the time outstanding not to exceed $50 million, without giving effect to
      any writedown or writeoff of such Investment or reduction to the extent
      credit has already been given under clause II(C) of the covenant contained
      in Section 403(a).

      "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision of any government.

      "Preferred Stock" as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation; provided, that Hybrid Preferred Securities are not considered
Preferred Stock for purposes of this definition.


                                      -13-
<PAGE>
      "Record Date" shall mean the fifteenth calendar day (whether or not a
Business Day) immediately preceding the related Interest Payment Date. The
Record Date shall constitute the Regular Record Date for purposes of the
Original Indenture.

      "Redeemable Stock" means any Capital Stock that by its terms or otherwise
is required to be redeemed prior to the first anniversary of the stated maturity
of the outstanding Notes or is redeemable at the option of the holder thereof at
any time prior to the first anniversary of the stated maturity of the
outstanding Notes.

      "Redemption Price" shall have the meaning set forth in Section 208 hereof.

      "Reference Treasury Dealer" means:

            (I)   Credit Suisse First Boston Corporation and its successors;
      provided that, if such 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.

      "Registration Rights Agreement" means either (1) that certain Registration
Rights Agreement dated as of November 15, 2002 by and between the Company and
Credit Suisse First Boston Corporation, or (2) with respect to any subsequent
issuance of Additional Notes in a transaction exempt from the registration
requirements of the Securities Act, the registration rights agreement, if any,
entered into by the Company and the other parties thereto in connection with
such issuance, or both, as the context shall require.

      "Restricted Investment" means an Investment other than a Permitted
Investment.

      "Restricted Payment" shall have the meaning set forth in Section 403
hereof.

      "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Significant Subsidiary" means each Subsidiary of the Company that meets
the definition of "significant subsidiary" as such term is defined in Rule 1-02
of Regulation S-X.

      "Special Ratings Trigger" with respect to long-term unsecured indebtedness
means that such indebtedness is not rated at least (x) BBB- by Standard & Poor's
and Baa2 by Moody's or (y) BBB by Standard & Poor's and Baa3 by Moody's.


                                      -14-
<PAGE>
      "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and any successor thereto which is
a nationally recognized statistical rating organization, or if such entity shall
cease to rate the Notes or shall cease to exist and there shall be no such
successor thereto, any other nationally recognized statistical rating
organization selected by the Company which is acceptable to the trustee.

      "Subordinated Indebtedness" means any Indebtedness of the Company or any
of its Restricted Subsidiaries (whether outstanding on the issuance date of the
Notes or thereafter incurred) which is contractually subordinated or junior in
right of payment to the Notes.

      "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock which ordinarily
has voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.

      "Support Obligations" means, for any Person, without duplication, any
financial obligation, contingent or otherwise, of such Person guaranteeing or
otherwise supporting any debt or other obligation of any other Person in any
manner, whether directly or indirectly, and including, without limitation, any
obligation of such Person, direct or indirect:

            (I) to purchase or pay (or advance or supply funds for the purchase
      or payment of) such debt or to purchase (or to advance or supply funds for
      the purchase of) any security for the payment of such debt;

            (II)  to purchase property, securities or services for the purpose
      of assuring the owner of such debt of the payment of such debt;

            (III) to maintain working capital, equity capital, available cash or
      other financial statement condition of the primary obligor so as to enable
      the primary obligor to pay such debt;

            (IV) to provide equity capital under or in respect of equity
      subscription arrangements (to the extent that such obligation to provide
      equity capital does not otherwise constitute debt); or

            (V) to perform, or arrange for the performance of, any non-monetary
      obligations or nonfunded debt payment obligations of the primary obligor.

      "Tampa Electric" means Tampa Electric Company, a Florida corporation and
wholly-owned subsidiary of the Company.

      "TECO Coal" means TECO Coal Corporation, a Louisiana corporation and
wholly-owned subsidiary of the Company.

      "TECO Diversified" means TECO Diversified Corporation, a Florida
corporation and wholly-owned subsidiary of the Company.


                                      -15-
<PAGE>
      "TECO Transport" means TECO Transport Corporation, a Florida corporation
and wholly-owned subsidiary of the Company.

      "TPS" means TECO Power Services Corporation, a Florida corporation and
wholly-owned subsidiary of the Company.

      "Unrestricted Subsidiary" means each of TPS and its Subsidiaries and any
other Subsidiary of the Company (other than any Subsidiary existing on the
issuance date of the Notes or any successor to any of them) that is designated
by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution, but only to the extent that such Subsidiary being designated as an
Unrestricted Subsidiary:

            (I)   has no Indebtedness other than Non-Recourse Debt;

            (II) is not party to any agreement, contract, arrangement or
      understanding with the Company or any Restricted Subsidiary of the Company
      unless the terms of any such agreement, contract, arrangement or
      understanding are no less favorable to the Company or such Restricted
      Subsidiary than those that might be obtained at the time from Persons who
      are not Affiliates of the Company;

            (III) is a Person with respect to which neither the Company nor any
      of its Restricted Subsidiaries has any direct or indirect obligation (a)
      to subscribe for additional Capital Stock or (b) to maintain or preserve
      such Person's financial condition or to cause such Person to achieve any
      specified levels of operating results;

            (IV)  has not guaranteed or otherwise directly or indirectly
      provided credit support for any Indebtedness of the Company or any of its
      Restricted Subsidiaries; and

            (V) has at least one director on its Board of Directors that is not
      a director or executive officer of the Company or any of its Restricted
      Subsidiaries and has at least one executive officer that is not a director
      or executive officer of the Company or any of its Restricted Subsidiaries.

      "Voting Stock" means securities of any class or classes the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for
corporate directors (or persons performing similar functions).

      SECTION 102.      SECTION REFERENCES

      Each reference to a particular section set forth in this Eighth
Supplemental Indenture shall, unless the context otherwise requires, refer to
this Eighth Supplemental Indenture.


                                      -16-
<PAGE>
                                   ARTICLE TWO

                       DESIGNATION AND TERMS OF THE NOTES

      SECTION 201.      ESTABLISHMENT OF SERIES

      There is hereby created a series of Securities to be known and designated
as the "10.50% Notes Due 2007" (the "Initial Notes"), and, when and if issued
pursuant to the Registration Rights Agreement, for Initial Notes, the "10.50%
Notes Due 2007" (the "Exchange Notes," and together with the Initial Notes, the
"Notes") which shall rank equally with each other and all other unsecured and
unsubordinated indebtedness of the Company. For the purposes of the Original
Indenture, the Notes shall constitute a single series of Securities.

      SECTION 202.      VARIATIONS IN TERMS OF THE NOTES

      Subject to the terms and conditions set forth in the Original Indenture
and in this Eighth Supplemental Indenture, the terms of any particular Note may
vary from the terms of any other Note as contemplated by Section 301 of the
Original Indenture, and the terms for a particular Note will be set forth in
such Note as delivered to the Trustee or an Authenticating Agent for
authentication pursuant to Section 303 of the Original Indenture.

      SECTION 203.      AMOUNT AND DENOMINATIONS; THE DEPOSITARY

      The initial principal amount of Notes that may be issued under this Eighth
Supplemental Indenture shall be $380,000,000. Additional Notes may be issued
under this Eighth Supplemental Indenture in unlimited principal amounts as
permitted by the Original Indenture. The authorized denominations of the Notes
shall be $1,000 or integral multiples of $1,000 in excess thereof.

      The Notes shall be issuable only in fully registered form, without
coupons, and will initially be registered in the name of the Depositary, or its
nominee who is hereby designated as "U.S. Depositary" under the Original
Indenture.

      SECTION 204.      INTEREST RATES AND INTEREST PAYMENT DATES

            (A) Interest Rate. The Notes shall bear interest at the annual rate
of 10.50% (the "Interest Rate") from the Original Issue Date to, but excluding
December 1, 2007. Interest on the Notes will be payable semi-annually on each
Interest Payment Date, commencing on June 1, 2003. Such interest will be payable
to the holder thereof as of the related Record Date.

            (B) Computation of Interest. The amount of interest payable for any
period will be computed on the basis of a year of 360 days consisting of twelve
30-day months. 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


                                      -17-
<PAGE>
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 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.

            (C) If the Company fails to pay any interest on the Notes when due
or it fails to pay principal of or premium, if any, on the Notes when due,
interest will accrue on such unpaid interest or principal or premium at the
Interest Rate, until such unpaid interest or principal or premium is paid in
full.

      SECTION 205.      FORM AND OTHER TERMS OF THE NOTES

            (A) Attached hereto as Exhibit A is the form of Initial Note, which
form is hereby established as the form in which the Initial Notes may be issued
and which shall be completed with the series designation, stated maturity,
interest rate and CUSIP number applicable to the Initial Notes upon such
issuance.

            (B) Attached hereto as Exhibit B is the form of Exchange Note, which
form is hereby established as the form in which the Exchange Notes may be issued
and which shall be completed with the series designation, stated maturity,
interest rate and CUSIP number applicable to the Exchange Notes upon such
issuance.

            (C) Subject to (a) and (b) above, any Note may be issued in such
other form as may be provided by, or not inconsistent with, the terms of the
Original Indenture and this Eighth Supplemental Indenture.

      SECTION 206.      SPECIAL TRANSFER PROVISIONS

      Each purchaser of Initial Notes will be deemed to have represented and
agreed as follows (terms used in this paragraph that are defined in Rule 144A or
Regulation S under the Securities Act, are used herein as defined therein):

            (A) The purchaser (i)(A) is a qualified institutional buyer, (B) is
aware that the sale to it is being made in reliance on Rule 144A and (C) is
acquiring such Notes for its own account or for the account of a qualified
institutional buyer or (ii) is not a U.S. person and is purchasing the Notes in
an offshore transaction pursuant to Regulation S.

            (B) The purchaser understands that the Initial Notes are being
offered in a transaction not involving any public offering in the United States
within the meaning of the Securities Act, that the Initial Notes have not been
registered under the Securities Act and that (i) if in the future it decides to
offer, resell, pledge or otherwise transfer any of the Notes, such Notes may be
offered, resold, pledged or otherwise transferred only (A) in the United States
to a person whom the seller reasonably believes is a qualified institutional
buyer in a transaction meeting the requirements of Rule 144A, (B) outside the
United States in a transaction complying with the provisions of Rule 904 under
the Securities Act, (C) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 (if available) or (D) pursuant to an
effective registration statement under the Securities Act, in each of cases (A)
through (D), in accordance with any applicable securities laws of any state of
the United States, and that (ii) the


                                      -18-
<PAGE>
purchaser will, and each subsequent holder is required to, notify any subsequent
purchaser of such Notes from it of the resale restrictions referred to in (i)
above.

            (C) The purchaser understands that the Initial Notes will, until the
expiration of the holding period with respect to the Initial Notes set forth in
Rule 144(k) of the Securities Act, unless otherwise agreed by the Company and
the holder thereof, bear a legend substantially to the following effect:

            "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
            TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS
            NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
            ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
            EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
            THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
            SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

            THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT
            (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
            TRANSFERRED ONLY (I) INSIDE THE UNITED STATES TO A PERSON WHOM THE
            SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
            DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
            MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
            STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER
            THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION
            UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
            AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
            UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
            ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
            UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
            IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE
            RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."

      The Initial Notes may not be sold or transferred to, and each purchaser by
its purchase of the Initial Notes shall be deemed to have represented and
covenanted that it is not acquiring the Initial Notes for or on behalf of or
with the assets of, and will not transfer the Initial Notes to, any employee
benefit plan as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), except that such purchase for or on
behalf or with the assets of an employee benefit plan shall be permitted:

            (I) to the extent such purchase is made by or on behalf of a bank
      collective investment fund maintained by the purchaser in which no
      employee benefit plan (together with any other plans maintained by the
      same employer or employee organization) has an


                                      -19-
<PAGE>
      interest in excess of ten percent of the total assets in such collective
      investment fund, and the conditions of Section III of Prohibited
      Transaction Class Exemption 91-38 issued by the Department of Labor are
      satisfied;

            (II) to the extent such purchase is made by or on behalf of an
      insurance company pooled separate account maintained by the purchaser in
      which, at any time while the Notes are outstanding, no employee benefit
      plan (together with any other plans maintained by the same employer or
      employee organization)has an interest in excess of ten percent of the
      total of all assets in such pooled separate account, and the conditions of
      Section III of Prohibited Transaction Class Exemption 90-1 issued by the
      Department of Labor are satisfied;

            (III) to the extent such purchase is made on behalf of or with the
      assets of an employee benefit plan by (A) an investment adviser registered
      under the Investment Advisers Act of 1940, as amended (the "1940 Act"),
      that had as of the last day of its most recent fiscal year total client
      assets under its management and control in excess of $50,000,000 and had
      stockholders' or partners' equity in excess of $750,000, as shown in its
      most recent balance sheet prepared in accordance with generally accepted
      accounting principles, or (B) a bank as defined in Section 202(a)(2)of the
      1940 Act that has the power to manage, acquire or dispose of assets of the
      plan and which bank has equity capital in excess of $1,000,000 as of the
      last day of its most recent fiscal year, or (C) an insurance company which
      is qualified under the laws of more than one state to manage, acquire or
      dispose of any assets of a pension or welfare plan, which insurance
      company has as of the last day of its most recent fiscal year, net worth
      in excess of $1,000,000 and which is subject to supervision and
      examination by a state authority having supervision over insurance
      companies, and, in any case, such investment adviser, bank, or insurance
      company is otherwise a qualified professional asset manager ("QPAM"), as
      such term is used in Prohibited Transaction Class Exemption 84-14 issued
      by the Department of Labor, and the assets of such plan when combined with
      the assets of other plans established or maintained by the same employer
      (or affiliate thereof) or employee organization and managed by the QPAM,
      do not represent more than 20% of the total client assets managed by the
      QPAM at the time of the transaction, and the other applicable conditions
      of such exemption are otherwise satisfied;

            (IV) to the extent such plan is a governmental plan (as defined in
      Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of
      ERISA), a foreign benefit plan, or other plan which is not subject to the
      provisions of Title I of ERISA or Section 4975 of the Internal Revenue
      Code of 1986, as amended (the "Code");

            (V) to the extent such purchase is made by or on behalf of an
      insurance company using the assets of its general account, the reserves
      and liabilities for the general account contracts held by or on behalf of
      any plan, together with any other plans maintained by the same employer
      (or its affiliates) or employee organization, do not exceed ten percent of
      the total reserves and liabilities of the insurance company general
      account (exclusive of separate account liabilities), plus surplus as set
      forth in the National Association of Insurance Commissioners Annual
      Statement filed with the state of


                                      -20-
<PAGE>
      domicile of the insurer, in accordance with Prohibited Transaction Class
      Exemption 95-60, and the conditions of Sections I and IV of such exemption
      are otherwise satisfied;

            (VI) to the extent such purchase is made by an in-house asset
      manager within the meaning of Part IV(a) of Prohibited Transaction Class
      Exemption 96-23, such manager has made or properly authorized the decision
      for such plan to purchase Notes, under circumstances such that Prohibited
      Transaction Class Exemption 96-23 is applicable and satisfied with respect
      to the purchase and holding of such Notes; or

            (VII) to the extent such purchase will not otherwise give rise to a
      transaction described in Section 406 of ERISA or Section 4975(c)(1) of the
      Code for which a statutory or administrative exemption is unavailable.

      SECTION 207.      AUTHENTICATION AND DELIVERY

      As provided in and pursuant to Section 303 of the Original Indenture, each
time that the Company delivers Notes to the Trustee or Authenticating Agent for
authentication after the initial issuance of the Notes under this Indenture, the
Company shall deliver a Supplemental Company Order in the form of Exhibit C to
this Eighth Supplemental Indenture (which form shall be completed upon delivery
with the series designation applicable to the Notes) for the authentication and
delivery of such Notes and the Trustee or such Authenticating Agent shall
authenticate and deliver such Notes.

      SECTION 208.      REDEMPTION; NO SINKING FUND

      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.


                                      -21-
<PAGE>
      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.

      SECTION 209.      REPURCHASE UPON CHANGE IN CONTROL

      In the event of any Change in Control and if the Notes are rated below
BBB- (or an equivalent rating) by Standard & Poor's or below Baa3 (or an
equivalent rating) by Moody's at such time, each Holder of a Note will have the
right, at such Holder's option, subject to the terms and conditions of the
Indenture, to require the Company to repurchase all or any part of such Holder's
Notes (a "Required Repurchase") on a date selected by the Company that is no
earlier than 60 days nor later than 90 days (the "Change in Control Purchase
Date") after mailing of written notice by the Company of the occurrence of such
Change in Control, at a repurchase price payable in cash equal to 101% of the
principal amount of such Notes plus accrued interest (including additional
interest), if any, thereon to the Change in Control Purchase Date (the "Change
in Control Purchase Price").

      Within 30 days after the date of the Change in Control for which a
Required Repurchase is applicable, the Company shall mail to each Holder of a
Note a notice regarding the Change in Control, which notice shall state, among
other things:

            (I) that a Change in Control has occurred and that each such Holder
      has the right to require the Company to repurchase all or any part of such
      Holder's Notes at the Change in Control Purchase Price;

            (II)  the Change in Control Purchase Price;

            (III) the Change in Control Purchase Date;

            (IV)  the name and address of the Paying Agent; and

            (V)   the procedures that Holders must follow to cause the Notes to
      be repurchased.

      To exercise this right, a Holder must deliver a written notice (the
"Change in Control Purchase Notice") to the Paying Agent at its corporate trust
office in New York, New York, or any other office of the Paying Agent maintained
for such purposes, not later than 30 days prior to the Change in Control
Purchase Date. The Change in Control Purchase Notice shall state:

            (I)   the portion of the principal amount of any Notes to be
      repurchased, which must be $1,000 or an integral multiple thereof;

            (II)  that such Notes are to be repurchased by the Company pursuant
      to the applicable change-in-control provisions of the Indenture; and


                                      -22-
<PAGE>
            (III) unless the Notes are represented by one or more global notes,
      the certificate numbers of the Notes to be repurchased.

      Any Change in Control Purchase Notice may be withdrawn by the Holder by a
written notice of withdrawal delivered to the Paying Agent not later than three
Business Days prior to the Change in Control Purchase Date. The notice of
withdrawal shall state the principal amount and, if applicable, the certificate
numbers of the Notes as to which the withdrawal notice relates and the principal
amount, if any, which remains subject to a Change in Control Purchase Notice.

      If a Note is represented by a global note, the Depositary or its nominee
will be the holder of such Note and therefore will be the only entity that can
require the Company to repurchase Notes upon a Change in Control. To obtain
repayment pursuant to this Section 209 with respect to such Note upon a Change
in Control, the beneficial owner of such Note must provide to the broker or
other entity through which it holds the beneficial interest in such Note:

            (I) the Change in Control Purchase Notice signed by such beneficial
      owner, and such signature must be guaranteed by a member firm of a
      registered national securities exchange or of the National Association of
      Securities Dealers, Inc. or a commercial bank or trust company having an
      office or correspondent in the United States and

            (II) instructions to such broker or other entity to notify the
      Depositary of such beneficial owner's desire to cause the Company to
      repurchase such Notes pursuant to this Section 209.

      Such broker or other entity shall provide to the Paying Agent (1) a Change
in Control Purchase Notice received from such beneficial owner and (2) a
certificate satisfactory to the Paying Agent from such broker or other entity
that it represents such beneficial owner.

      Payment of the Change in Control Purchase Price for a Note in registered,
certificated form (a "Certificated Note") for which a Change in Control Purchase
Notice has been delivered and not withdrawn is conditioned upon delivery of such
Certificated Note (together with necessary endorsements) to the Paying Agent at
its office in New York, New York, or any other office of the Paying Agent
maintained for such purpose, at any time (whether prior to, on or after the
Change in Control Purchase Date) after the delivery of such Change in Control
Purchase Notice. Payment of the Change in Control Purchase Price for such
Certificated Note will be made promptly following the later of the Change in
Control Purchase Date and the time of delivery of such Certificated Note.

      If the Paying Agent holds, in accordance with the terms of the Indenture,
money sufficient to pay the Change in Control Purchase Price of a Note on the
Business Day following the Change in Control Purchase Date for such Note, then,
on and after such date, interest on such Note will cease to accrue, whether or
not such Note is delivered to the Paying Agent, and all other rights of the
Holder shall terminate (other than the right to receive the Change in Control
Purchase Price upon delivery of the Note).


                                      -23-
<PAGE>
      The Company shall comply with the provisions of Regulation 14E and any
other tender offer rules under the Exchange Act, which may then be applicable in
connection with any offer by the Company to repurchase the Notes at the option
of Holders upon a Change in Control.

      No Note may be repurchased by the Company as a result of a Change in
Control if there has occurred and is continuing an Event of Default (other than
a default in the Payment of the Change in Control Purchase Price with respect to
the Notes).


                                  ARTICLE THREE

                  PAYMENTS IN THE EVENT OF CERTAIN TRANSACTIONS

      In the event that the payment of the principal of and interest on the
Notes has been expressly assumed pursuant to Section 801(1) of the Original
Indenture, as amended by the Third Supplemental Indenture, by a Corporation or
Person organized and existing under the laws of a foreign jurisdiction (a
"Foreign Successor") and such Foreign Successor is required to withhold any
taxes, duties or other governmental charges with respect to such principal or
interest payments (collectively, a "Foreign Withholding Tax") imposed or levied
by such foreign jurisdiction or a political subdivision thereof, then such
Foreign Successor shall pay such additional amounts ("Additional Amounts")
included in the interest or principal otherwise then due and payable as are
necessary so that the net amount received by each Holder of the Notes after the
withholding of any Foreign Withholding Tax (including any Foreign Withholding
Tax imposed with respect to such Additional Amounts) will not be less than the
amount of interest or principal then otherwise due and payable. However, the
Foreign Successor shall not be required to pay any Additional Amounts to the
extent that (i) a Foreign Withholding Tax is imposed or levied because of a
present or former connection between the Holder of the Notes (or the beneficial
owner of such securities) and the foreign jurisdiction, other than a connection
arising solely from the Holder (or beneficial owner) having received a payment
of principal of or interest on the Notes, or (ii) to the extent that the Foreign
Withholding Tax is imposed or levied because the Holder (or beneficial owner)
has not made a declaration of non-residence in, or other lack of connection
with, the foreign jurisdiction or any similar claim for exemption from, or
reduction of, withholding tax, provided that the Foreign Successor or its agent
notifies the Holder of the Notes of the requirement for such a declaration or
claim in a reasonable and timely manner.

                                  ARTICLE FOUR

                              RESTRICTIVE COVENANTS

      SECTION 401.      APPLICABILITY OF RESTRICTIVE COVENANTS

      The provisions of this Article Four shall be applicable as long as any of
the Notes are outstanding. The covenants contained in Sections 403, 404 and 405
shall apply at any time the Notes are outstanding and only if either (i) the
Notes are rated below BBB- (or an equivalent rating) by Standard & Poor's or
below Baa3 (or an equivalent rating) by Moody's, or (ii) the Notes are rated
below the Special Ratings Trigger, provided, however, the condition of clause
(ii) shall not apply when the Construction Undertakings have been discharged and
the Company is no longer obligated with respect to Indebtedness (including
guarantees) which require the


                                      -24-
<PAGE>
Company to deliver, when the Company's long-term unsecured indebtedness is rated
below the Special Ratings Trigger, letters of credit in the aggregate face
amount of $50,000,000 or more.

      SECTION 402.      DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES

      The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause an Event of Default
or an event that with notice or the passage of time or both would constitute an
Event of Default; provided that in no event will any Restricted Subsidiary
existing on the issuance date of the Notes or any substantial portion of any of
such Restricted Subsidiary's businesses be transferred to or held by an
Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, the aggregate fair market value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary properly designated will be deemed to be an Investment made as of the
time of the designation and will reduce the amount available for Restricted
Payments under the first paragraph of the covenant contained in Section 403 or
Permitted Investments, as determined by the Company. That designation will be
permitted only if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause an Event of
Default or an event that with notice or the passage of time or both would
constitute an Event of Default.

      Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors of the Company giving
effect to such designation and an officers' certificate certifying that such
designation complied with the conditions contained in the definition of
"Unrestricted Subsidiary" and was permitted by the covenant contained in Section
403. If, at any time, any Unrestricted Subsidiary would fail to meet the
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under the covenant contained in Section 405, the
Company will be in default of such covenant. The Board of Directors of the
Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation will only be
permitted if (1) such Indebtedness is permitted under the covenant contained in
Section 405, calculated on a pro forma basis as if such designation had occurred
at the beginning of the four-quarter reference period; and (2) no Default or
Event of Default would be in existence following such designation.

      SECTION 403.      LIMITATION ON RESTRICTED PAYMENTS

            (A) The Company will not, and will not permit any of its Restricted
Subsidiaries, directly or indirectly, to:

            (I) declare or pay any dividend or make any distribution on the
      Capital Stock of the Company to the direct or indirect holders of its
      Capital Stock (except dividends or distributions payable solely in its
      Non-Convertible Capital Stock or in options, warrants


                                      -25-
<PAGE>
      or other rights to purchase such Non-Convertible Capital Stock and except
      dividends or distributions payable to the Company or a Restricted
      Subsidiary);

            (II)  purchase, redeem or otherwise acquire or retire for value any
      Capital Stock of the Company;

            (III) purchase, repurchase, redeem, defease or otherwise acquire or
      retire for value, prior to scheduled maturity or scheduled repayment
      thereof, any Subordinated Indebtedness; or

            (IV) make any Restricted Investment (any such dividend,
      distribution, purchase, redemption, repurchase, defeasing, other
      acquisition or retirement, payments and other actions set forth in clauses
      (i) through (iv) hereof being collectively referred to as "Restricted
      Payments");

if at the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

                  (I) an Event of Default, or an event that with the lapse of
            time or the giving of notice or both would constitute an Event of
            Default, shall have occurred and be continuing (or would result
            therefrom); or

                  (II) the aggregate amount of such Restricted Payment and all
            other Restricted Payments made since the issuance date of the Notes
            would exceed the sum (without duplication) of:

                        (A) the difference of (1) Operating Cash Flow minus (2)
                  an amount equal to the product of (x) Consolidated Interest
                  Expense multiplied by (y) 1.70, in each case for the period
                  from the beginning of the first fiscal quarter commencing
                  after the issuance date of the Notes to the end of the most
                  recent fiscal quarter ending at least 45 days prior to the
                  date of such Restricted Payment (or, in case such difference
                  shall be a deficit, minus 100% of the deficit),

                        (B) the aggregate Net Cash Proceeds received by the
                  Company from the issue or sale of or contribution with respect
                  to its Capital Stock after the issuance date of the Notes
                  (other than Capital Stock sold to a Subsidiary of the
                  Company),

                        (C) to the extent that any Restricted Investment that
                  was made after the issuance date of the Notes is sold for cash
                  or otherwise liquidated, redeemed or repaid for cash, the
                  lesser of (1) the cash return of capital with respect to such
                  Restricted Investment (less the cost of disposition, if any)
                  and (2) the initial amount of such Restricted Investment, and

                        (D) 100% of any dividends received by the Company or a
                  Restricted Subsidiary after the issuance date of the Notes
                  from an Unrestricted Subsidiary of the Company, to the extent
                  that such dividends


                                      -26-
<PAGE>
                  were not otherwise included in Consolidated Net Income of the
                  Company for such period.

      For the purpose of determining the amount of any Restricted Payment not in
the form of cash, the amount shall be the fair value of such Restricted Payment
as determined in good faith by the Board of Directors.

            (B)   The foregoing provisions of Section 403(a) shall not prohibit:

            (I)   dividends or other distributions paid in respect of any class
      of Capital Stock issued by the Company in connection with the acquisition
      of any business or assets by the Company or a Restricted Subsidiary where
      the dividends or other distributions with respect to such Capital Stock
      are payable solely from the net earnings of such business or assets;

            (II) any purchase or redemption of Capital Stock of the Company made
      by exchange for, or out of the proceeds of the substantially concurrent
      sale of, Capital Stock of the Company (other than Redeemable Stock or
      Exchangeable Stock);

            (III) dividends paid within 60 days after the date of declaration
      thereof if at such date of declaration such dividends would have complied
      with this covenant;

            (IV) payments made by the Company or a Restricted Subsidiary to an
      Unrestricted Subsidiary in satisfaction of obligations existing on the
      issuance date of the Notes.

      SECTION 404.      LIMITATION ON CERTAIN LIENS

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any of its property of any character, including without limitation
any shares of Capital Stock of Tampa Electric, without making effective
provision whereby the Notes shall be (so long as any such other creditor shall
be so secured) equally and ratably secured. The foregoing restrictions shall not
apply to:

            (I) Liens securing Indebtedness of the Company or its Restricted
      Subsidiaries, provided that on the date such Liens are created, and after
      giving effect to such Indebtedness, the aggregate principal amount at
      maturity of all the secured Indebtedness of the Company at such date shall
      not exceed 5% of Consolidated Net Tangible Assets;

            (II)  Liens for taxes, assessments or governmental charges or
      levies to the extent not past due;

            (III) pledges or deposits to secure obligations under workman's
      compensation laws or similar legislation and other statutory obligations
      of the Company;

            (IV)  Liens imposed by law, such as materialman's, mechanic's,
      workmen's and other similar liens;


                                      -27-
<PAGE>

            (v) purchase money Liens upon or in property acquired and held by
      the Company in the ordinary course of business to secure the purchase
      price of such property or to secure Indebtedness incurred solely for the
      purpose of financing the acquisition of any such property to be subject to
      such Liens, or Liens existing on any such property at the time of
      acquisition, or extensions, renewals or replacements of any of the
      foregoing for the same or a lesser amount, provided that no such Lien
      shall extend to or cover any property other than the property being
      acquired and no such extension, renewal or replacement shall extend to or
      cover property not theretofore subject to the Lien being extended, renewed
      or replaced; and

            (vi) Liens incurred by Tampa Electric that are not prohibited by
      applicable legal and regulatory requirements, including without limitation
      the rules and regulations of the Florida Public Service Commission.

SECTION 405. LIMITATION ON INDEBTEDNESS

            (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, issue, create, assume, guarantee, incur or otherwise become
liable for (collectively, "issue"), directly or indirectly, any Indebtedness,
provided, however, that the Company may issue Indebtedness if the Consolidated
Coverage Ratio of the Company and its Restricted Subsidiaries for the four
consecutive fiscal quarters immediately preceding the issuance of such
Indebtedness (as shown by a pro forma consolidated income statement of the
Company and its Restricted Subsidiaries for the four most recent fiscal quarters
ending at least 30 days prior to the issuance of such Indebtedness after giving
effect to (i) the issuance of such Indebtedness and (if applicable) the
application of the net proceeds thereof to refinance other Indebtedness as if
such Indebtedness was issued at the beginning of the period, (ii) the issuance
and retirement of any other Indebtedness since the first day of the period as if
such Indebtedness was issued or retired at the beginning of the period and (iii)
the acquisition or disposition of any company or business by the Company or any
Restricted Subsidiary since the first day of the period (including giving effect
to the pro forma historical earnings and interest expense of such company or
business), including any acquisition or disposition which will be consummated
contemporaneously with the issuance of such Indebtedness, as if in each case
such acquisition or disposition occurred at the beginning of the period) exceeds
a ratio of 2.0 to 1.0.

            (b) Notwithstanding the foregoing paragraph, the Company or any
Restricted Subsidiary may issue, directly or indirectly, the following
Indebtedness:

            (i) Indebtedness of the Company under Credit Facilities not to
      exceed $1,000,000,000 in aggregate outstanding principal amount at any
      time;

            (ii) Indebtedness (other than Indebtedness described in clause (i)
      of this subsection) outstanding on the issuance date of the Notes, and
      Indebtedness issued in exchange for, or the proceeds of which are used to
      refund or refinance, any Indebtedness permitted by this clause (ii);
      provided, however, that (A) the principal amount (or accreted value in the
      case of Indebtedness issued at a discount) of the Indebtedness so issued
      shall not exceed the principal amount (or accreted value in the case of
      Indebtedness issued at a discount) of, premium, if any, and accrued but
      unpaid interest


                                      -28-
<PAGE>
      on, the Indebtedness so exchanged, refunded or refinanced and (B) the
      Indebtedness so issued (1) shall not mature prior to the stated maturity
      of the Indebtedness so exchanged, refunded or refinanced, (2) shall have
      an Average Life equal to or greater than the remaining Average Life of the
      Indebtedness so exchanged, refunded or refinanced and (3) if the
      Indebtedness to be exchanged, refunded or refinanced is subordinated to
      the Notes, the Indebtedness is subordinated to the Notes in right of
      payment;

            (iii) Indebtedness represented by the Notes and the Exchange Notes
      to be issued pursuant to the Registration Rights Agreement;

            (iv) Indebtedness of the Company owed to and held by a Restricted
      Subsidiary and Indebtedness of a Restricted Subsidiary owed to and held by
      the Company or a Restricted Subsidiary; provided, however, that in the
      case of Indebtedness of the Company or a Restricted Subsidiary owed to and
      held by a Restricted Subsidiary, (A) any subsequent issuance or transfer
      of any Capital Stock that results in any such Restricted Subsidiary
      ceasing to be a Subsidiary or (B) any transfer of such Indebtedness
      (except to the Company or a Restricted Subsidiary) shall be deemed for the
      purposes of this subsection to constitute the issuance of such
      Indebtedness by the Company or a Restricted Subsidiary, as the case may
      be;

            (v) Indebtedness of the Company or a Restricted Subsidiary issued in
      exchange for, or the proceeds of which are used to refund or refinance,
      Indebtedness of the Company or a Restricted Subsidiary issued in
      accordance with paragraph (a) of this Section 405; provided, however, that
      (A) the principal amount (or accreted value in the case of Indebtedness
      issued at a discount) of the Indebtedness so issued shall not exceed the
      principal amount (or accreted value in the case of Indebtedness issued at
      a discount) of, premium, if any, and accrued but unpaid interest on, the
      Indebtedness so exchanged, refunded or refinanced and (B) the Indebtedness
      so issued (1) shall not mature prior to the stated maturity of the
      Indebtedness so exchanged, refunded or refinanced, (2) shall have an
      Average Life equal to or greater than the remaining Average Life of the
      Indebtedness so exchanged, refunded or refinanced and (3) if the
      Indebtedness to be exchanged, refunded or refinanced is subordinated to
      the Notes, the Indebtedness is subordinated to the Notes in right of
      payment;

            (vi) Indebtedness of a Person existing at the time at which such
      Person became a Subsidiary and not incurred in connection with, or in
      contemplation of, such Person becoming a Subsidiary;

            (vii) Indebtedness of the Company or a Restricted Subsidiary
      represented by capital lease obligations or purchase money obligations;

            (viii) Indebtedness of Tampa Electric that is not prohibited by
      applicable legal and regulatory requirements, including without limitation
      the rules and regulations of the Florida Public Service Commission;



                                      -29-
<PAGE>
            (ix) Indebtedness for working capital of a Restricted Subsidiary
      (other than Tampa Electric) under Credit Facilities not to exceed
      $100,000,000 in aggregate outstanding principal amount at any time; and

            (x) Indebtedness issued by the Company or any of its Restricted
      Subsidiaries not to exceed $100,000,000 in aggregate outstanding principal
      amount at any time.

SECTION 406. SEC AND OTHER REPORTS

      In addition to the obligations contained in Section 704 of the Original
Indenture, if at any time the Company is not subject to Section 13 or 15(d) of
the Exchange Act, such reports shall be provided at the times the Company would
have been required to provide reports had it continued to have been subject to
such reporting requirements.

                                  ARTICLE FIVE

                          ADDITIONAL EVENTS OF DEFAULT

      As contemplated by Section 501(7) of the Original Indenture, any one of
the following events, in addition to those set forth in Section 501 of the
Original Indenture, shall constitute an Events of Default with respect to the
Notes for all purposes of the Indenture:

            (i) the Company fails to pay any Additional Interest on the Notes
      when it becomes due and payable, and continuance of such default for a
      period of 30 days;

            (ii) the Company fails to comply with provisions contained in
      Section 209;

            (iii) the Company or any of its Subsidiaries fails to comply with
      the provisions contained in Sections 403 or 405, and such failure has
      continued for 30 days after the Company has received written notice as
      provided in the Indenture;

            (iv) a default under any mortgage, indenture or instrument under
      which there may be issued or by which there may be secured or evidenced
      any Indebtedness for money borrowed by the Company or any of its
      Restricted Subsidiaries (or the payment of which guaranteed by the Company
      or any of its Restricted Subsidiaries) whether such Indebtedness or
      guarantee now exists, or is created after the date of this Eighth
      Supplemental Indenture, if that default:

                  (a) is caused by a failure to pay principal of, or interest or
            premium, if any, on such Indebtedness at final maturity and the
            aggregate amount of such Indebtedness exceeds $50,000,000; or

                  (b) results in the acceleration of Indebtedness aggregating
            $10,000,000 prior to its express maturity;

            (v) the Company or any of its Restricted Subsidiaries fails to pay
      final judgments aggregating in excess of $50,000,000, which judgments are
      not paid, discharged or stayed for a period of 60 days;


                                      -30-
<PAGE>
            (vi) events of bankruptcy or insolvency described in clauses (5) and
      (6) of Section 501 of the Original Indenture with respect to the Company
      or any of the Company's Restricted Subsidiaries which are Significant
      Subsidiaries or any group of Restricted Subsidiaries that, taken together,
      would constitute a Significant Subsidiary.

In the case of an event of default arising from certain events of bankruptcy or
insolvency, with respect to the Company, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice.

                                  ARTICLE SIX

           APPROVAL OF AMENDMENT TO SECTION 801 OF ORIGINAL INDENTURE

      The Holders of the Notes, by their acquisition thereof, shall be deemed to
have approved the amendment of Section 801 of the Original Indenture as such
amendment is set forth in Section 701 of the Third Supplemental Indenture.

                                 ARTICLE SEVEN

                         AMENDMENT TO ORIGINAL INDENTURE

      In order to modify a provision of the Original Indenture in a manner not
adversely affecting the interests of the Holders of Securities of any series in
any material respect, pursuant to Section 901(9) of the Original Indenture, the
definition of "Company Request" or "Company Order" in Section 101 of the
Original Indenture is hereby amended, effective immediately, to read as follows:

            "`Company Request' or `Company Order' means a written request or
      order signed in the name of the Company by its President, a Vice
      President, its Chief Financial Officer, its Treasurer or an Assistant
      Treasurer and delivered to the Trustee."

                                 ARTICLE EIGHT

                                  MISCELLANEOUS

SECTION 801. EFFECT ON ORIGINAL INDENTURE

      The Eighth Supplemental Indenture is a supplement to the Original
Indenture. As supplemented by this Eighth Supplemental Indenture, the Original
Indenture is in all respects ratified, approved and confirmed, and the Original
Indenture and this Eighth Supplemental Indenture shall together constitute one
and the same instrument.

SECTION 802. COUNTERPARTS





                                      -31-
<PAGE>
      This Eighth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument.

SECTION 803. RECITALS

      The recitals contained herein shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Eighth Supplemental Indenture.

SECTION 804. GOVERNING LAW

      This Eighth Supplemental Indenture shall be governed by and construed in
accordance with the laws of the jurisdiction that govern the Original Indenture
and its construction.



                                      -32-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Supplemental Indenture to be duly executed as of the date and year first written
above.

                                  TECO ENERGY, INC.



                                  By: /s/ Gordon L. Gillette
                                     -------------------------------------------
                                     Name:   Gordon L. Gillette
                                     Title:  Senior Vice President - Finance and
                                     Chief Financial Officer

                                  THE BANK OF NEW YORK, AS TRUSTEE



                                  By: /s/ Mary K. Lagumina
                                     -------------------------------------------
                                     Name: Mary K. Lagumina
                                     Title: Vice President









             Signature Page of Eighth Supplemental Indenture - S--1
<PAGE>
                                    EXHIBIT A

                              FORM OF INITIAL NOTE
<PAGE>
                                    EXHIBIT B

                              FORM OF EXCHANGE NOTE
<PAGE>
                                    EXHIBIT C

                                TECO ENERGY, INC.

                              10.50% NOTES DUE 2007

                           SUPPLEMENTAL COMPANY ORDER

      Pursuant to Section 206 of Article Two of the Eighth Supplemental
Indenture, dated as of November 20, 2002, to the Indenture, dated as of August
17, 1998, as amended, you are instructed to prepare and authenticate a Note, of
the series identified above, in the principal amount of $________________. [The
Note is being delivered in exchange for issued and outstanding Notes of the
series identified above.]

      IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of ________,
____.

                                     TECO ENERGY, INC.



                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title: