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                                                                 Exhibit 10.1




                           Dated as of April 11, 2003




                             TAMPA ELECTRIC COMPANY


                                  $250,000,000


                      6.25% Senior Notes due April 11, 2016




                      =====================================

                             NOTE PURCHASE AGREEMENT

                      =====================================





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                                TABLE OF CONTENTS

<TABLE>
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Section                                                                                                    Page
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1.       AUTHORIZATION OF NOTES.....................................................................         1

2.       SALE AND PURCHASE OF NOTES.................................................................         1

3.       CLOSING....................................................................................         2

4.       CONDITIONS TO CLOSING......................................................................         2

     4.1 REPRESENTATIONS AND WARRANTIES.............................................................         2

     4.2 PERFORMANCE; NO DEFAULT....................................................................         2

     4.3 COMPLIANCE CERTIFICATES....................................................................         2

     4.4 OPINIONS OF COUNSEL........................................................................         3

     4.5 PURCHASE PERMITTED BY APPLICABLE LAW, ETC..................................................         3

     4.6 SALE OF OTHER NOTES........................................................................         3

     4.7 PAYMENT OF SPECIAL COUNSEL FEES............................................................         3

     4.8 PRIVATE PLACEMENT NUMBER...................................................................         3

     4.9 CHANGES IN CORPORATE STRUCTURE.............................................................         4

     4.10 PROCEEDINGS AND DOCUMENTS.................................................................         4

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY..............................................         4

     5.1 ORGANIZATION; POWER AND AUTHORITY..........................................................         4

     5.2 AUTHORIZATION, ETC.........................................................................         4

     5.3 DISCLOSURE.................................................................................         4

     5.4 ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES; AFFILIATES...........................         5

     5.5 FINANCIAL STATEMENTS.......................................................................         6

     5.6 COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC...............................................         6

     5.7 GOVERNMENTAL AUTHORIZATIONS, ETC...........................................................         6

     5.8 LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS..................................         6

     5.9 TAXES......................................................................................         7

     5.10 TITLE TO PROPERTY; LEASES.................................................................         7

     5.11 LICENSES, PERMITS, ETC....................................................................         7

     5.12 COMPLIANCE WITH ERISA.....................................................................         8
</TABLE>
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<TABLE>
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     5.13 PRIVATE OFFERING BY THE COMPANY...........................................................         9

     5.14 USE OF PROCEEDS; MARGIN REGULATIONS.......................................................         9

     5.15 EXISTING INDEBTEDNESS; FUTURE LIENS.......................................................         9

     5.16 FOREIGN ASSETS CONTROL REGULATIONS, ETC...................................................        10

     5.17 STATUS UNDER CERTAIN STATUTES.............................................................        10

     5.18 ENVIRONMENTAL MATTERS.....................................................................        10

6.       REPRESENTATIONS OF THE PURCHASER...........................................................        11

     6.1 PURCHASE FOR INVESTMENT....................................................................        11

     6.2 SOURCE OF FUNDS............................................................................        11

7.       INFORMATION AS TO COMPANY..................................................................        12

     7.1 FINANCIAL AND BUSINESS INFORMATION.........................................................        12

     7.2 OFFICER'S CERTIFICATE......................................................................        15

     7.3 INSPECTION.................................................................................        15

8.       PAYMENT OF THE NOTES.......................................................................        16

     8.1 MATURITY; PREPAYMENT.......................................................................        16

     8.2 OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT................................................        16

     8.3 ALLOCATION OF PARTIAL PREPAYMENTS..........................................................        16

     8.4 MATURITY; SURRENDER, ETC...................................................................        16

     8.5 PURCHASE OF NOTES..........................................................................        17

     8.6 MAKE-WHOLE AMOUNT..........................................................................        17

     8.7 INTEREST...................................................................................        18

9.       AFFIRMATIVE COVENANTS......................................................................        19

     9.1 COMPLIANCE WITH LAW........................................................................        19

     9.2 INSURANCE..................................................................................        19

     9.3 MAINTENANCE OF PROPERTIES..................................................................        19

     9.4 PAYMENT OF TAXES AND CLAIMS................................................................        19

     9.5 CORPORATE EXISTENCE, ETC...................................................................        20

     9.6 FINANCIAL COVENANT.........................................................................        20

10.      NEGATIVE COVENANTS.........................................................................        20

     10.1 TRANSACTIONS WITH AFFILIATES..............................................................        20

     10.2 MERGER, CONSOLIDATION, ETC................................................................        20

     10.3 LIENS/SUBSIDIARY INDEBTEDNESS.............................................................        21
</TABLE>
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<TABLE>
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11.      EVENTS OF DEFAULT..........................................................................        22

12.      REMEDIES ON DEFAULT, ETC...................................................................        24

     12.1 ACCELERATION..............................................................................        24

     12.2 OTHER REMEDIES............................................................................        25

     12.3 RESCISSION................................................................................        25

     12.4 NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.........................................        25

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES..............................................        26

     13.1 REGISTRATION OF NOTES.....................................................................        26

     13.2 TRANSFER AND EXCHANGE OF NOTES............................................................        26

     13.3 REPLACEMENT OF NOTES......................................................................        26

14.      PAYMENTS ON NOTES..........................................................................        27

     14.1 PLACE OF PAYMENT..........................................................................        27

     14.2 HOME OFFICE PAYMENT.......................................................................        27

15.      EXPENSES, ETC..............................................................................        27

     15.1 TRANSACTION EXPENSES......................................................................        27

     15.2 SURVIVAL..................................................................................        28

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT...............................        28

17.      AMENDMENT AND WAIVER.......................................................................        28

     17.1 REQUIREMENTS..............................................................................        28

     17.2 SOLICITATION OF HOLDERS OF NOTES..........................................................        29

     17.3 BINDING EFFECT, ETC.......................................................................        29

     17.4 NOTES HELD BY COMPANY, ETC................................................................        29

18.      NOTICES....................................................................................        29

19.      REPRODUCTION OF DOCUMENTS..................................................................        30

20.      CONFIDENTIAL INFORMATION...................................................................        30

21.      SUBSTITUTION OF PURCHASER..................................................................        31

22.      MISCELLANEOUS..............................................................................        31

     22.1 SUCCESSORS AND ASSIGNS....................................................................        31

     22.2 PAYMENTS DUE ON NON-BUSINESS DAYS.........................................................        32

     22.3 SEVERABILITY..............................................................................        32

     22.4 CONSTRUCTION..............................................................................        32
</TABLE>
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     22.5 COUNTERPARTS..............................................................................        32

     22.6 GOVERNING LAW.............................................................................        32

     22.7 JURISDICTION..............................................................................        32
</TABLE>

SCHEDULE A        --       Information Relating to Purchasers
SCHEDULE B        --       Defined Terms
SCHEDULE 4.9      --       Changes in Corporate Structure
SCHEDULE 5.3      --       Disclosure Materials
SCHEDULE 5.4      --       Subsidiaries of the Company and Ownership of
                           Subsidiary Stock

SCHEDULE 5.5      --       Financial Statements
SCHEDULE 5.8      --       Certain Litigation
SCHEDULE 5.11     --       Patents, etc.
SCHEDULE 5.12              ERISA Plan Obligations
SCHEDULE 5.15     --       Existing Indebtedness and Liens


EXHIBIT 1                  Form of 6.25% Senior Note due April 11, 2016
EXHIBIT 4.4(a)    --       Form of Opinion of Special Counsel for the Company
EXHIBIT 4.4(b)    --       Form of Opinion of Special Counsel for the Purchasers

<PAGE>


                             TAMPA ELECTRIC COMPANY
                            702 North Franklin Street
                              Tampa, Florida 33602


                      6.25% Senior Notes due April 11, 2016

                                                            As of April 11, 2003


TO THE PURCHASER WHOSE NAME
APPEARS IN THE ACCEPTANCE FORM
AT THE END HEREOF:

Ladies and Gentlemen:

         Tampa Electric Company, a Florida corporation (the "COMPANY"), agrees
with you as follows:

1.       AUTHORIZATION OF NOTES.

         The Company will authorize the issue and sale of $250,000,000 aggregate
principal amount of its 6.25% Senior Notes due April 11, 2016 (the "NOTES", such
term to include any such notes issued in substitution therefor pursuant to
Section 13 of this Agreement or the Other Agreements (as hereinafter defined)).
The Notes shall be substantially in the form set out in Exhibit 1, with such
changes therefrom, if any, as may be approved by you and the Company. Certain
capitalized terms used in this Agreement are defined in Schedule B; references
to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule
or an Exhibit attached to this Agreement.

2.       SALE AND PURCHASE OF NOTES.

         Subject to the terms and conditions of this Agreement, the Company will
issue and sell to you and you will purchase from the Company, at the Closing
provided for in Section 3, Notes in the principal amount specified opposite your
name in Schedule A at the purchase price of 100% of the principal amount
thereof. Contemporaneously with entering into this Agreement, the Company is
entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS")
identical with this Agreement with each of the other purchasers named in
Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to
each of the Other Purchasers of Notes in the principal amount specified opposite
its name in Schedule A. Your obligation hereunder and the obligations of the
Other Purchasers under the Other Agreements are several and not joint
obligations and you shall have no obligation under any Other Agreement and no
liability to any Person for the performance or non-performance by any Other
Purchaser thereunder.
<PAGE>
3.       CLOSING.

                  The sale and purchase of the Notes to be purchased by you and
the Other Purchasers shall occur at the offices of Freshfields Bruckhaus
Deringer LLP, 520 Madison Avenue, 34th Floor, New York, New York 10022, at 10:00
a.m., New York City time, at a closing (the "CLOSING") on April 11, 2003, or on
such other Business Day thereafter on or prior to April 30, 2003 as may be
agreed upon by the Company and you and the Other Purchasers. At the Closing the
Company will deliver to you the Notes to be purchased by you in the form of a
single Note (or such greater number of Notes in denominations of at least
$100,000 as you may request) dated the date of the Closing and registered in
your name (or in the name of your nominee), against delivery by you to the
Company or its order of immediately available funds in the amount of the
purchase price therefor by wire transfer of immediately available funds for the
account of the Company to account number 3750593592, ABA#: 111000012 at Bank of
America. If at the Closing the Company shall fail to tender such Notes to you as
provided above in this Section 3, or any of the conditions specified in Section
4 shall not have been fulfilled to your satisfaction, you shall, at your
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights you may have by reason of such failure or such
nonfulfillment.

4.       CONDITIONS TO CLOSING.

         Your obligation to purchase and pay for the Notes to be sold to you at
the Closing is subject to the fulfillment to your satisfaction, prior to or at
the Closing, of the following conditions:

4.1      REPRESENTATIONS AND WARRANTIES.

         The representations and warranties of the Company in this Agreement
shall be correct when made and at the time of the Closing.

4.2      PERFORMANCE; NO DEFAULT.

         The Company shall have performed and complied with all agreements and
conditions contained in this Agreement required to be performed or complied with
by it prior to or at the Closing and after giving effect to the issue and sale
of the Notes (and the application of the proceeds thereof as contemplated by
Schedule 5.14) no Default or Event of Default shall have occurred and be
continuing. Neither the Company nor any Subsidiary shall have entered into any
transaction since the date of the Memorandum that would have been prohibited by
Section 10.1 or Section 10.3 hereof had such Section applied since such date.

4.3      COMPLIANCE CERTIFICATES.

(a)      Officer's Certificate. The Company shall have delivered to you an
         Officer's Certificate, dated the date of the Closing, certifying that
         the conditions specified in Sections 4.1, 4.2 and 4.9 have been
         fulfilled.

(b)      Secretary's Certificate. The Company shall have delivered to you a
         certificate certifying as to the resolutions attached thereto and other
         corporate proceedings relating to the

                                                                               2
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         authorization, execution and delivery of the Notes, this Agreement and
         the Other Agreements.

4.4      OPINIONS OF COUNSEL.

         You shall have received opinions in form and substance satisfactory to
you, dated the date of the Closing (a) from each of Palmer & Dodge LLP, special
counsel for the Company, and Sheila M. McDevitt, Esquire, in-house counsel to
the Company, covering the matters set forth in Exhibit 4.4(a) and covering such
other matters incident to the transactions contemplated hereby as you or your
counsel may reasonably request (and the Company hereby instructs its counsel to
deliver such opinion to you), and (b) from Freshfields Bruckhaus Deringer LLP,
your special New York counsel in connection with such transactions,
substantially in the form set forth in Exhibit 4.4(b) and covering such other
matters incident to such transactions as you may reasonably request.

4.5      PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

         On the date of the Closing your purchase of Notes shall (a) be
permitted by the laws and regulations of each jurisdiction to which you are
subject, without recourse to provisions (such as Section 1405(a)(8) of the New
York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment, (b) not
violate any applicable law or regulation (including, without limitation,
Regulation U, T or X of the Board of Governors of the Federal Reserve System),
and (c) not subject you to any tax, penalty or liability under or pursuant to
any applicable law or regulation, which law or regulation was not in effect on
the date hereof. If requested by you, you shall have received an Officer's
Certificate certifying as to such matters of fact as you may reasonably specify
to enable you to determine whether such purchase is so permitted.

4.6      SALE OF OTHER NOTES.

         Contemporaneously with the Closing the Company shall sell to the Other
Purchasers and the Other Purchasers shall purchase the Notes to be purchased by
them at the Closing as specified in Schedule A.

4.7      PAYMENT OF SPECIAL COUNSEL FEES.

         Without limiting the provisions of Section 15.1, the Company shall have
paid on or before the Closing the fees, charges and disbursements of your
special counsel referred to in Section 4.4 to the extent reflected in a
statement of such counsel rendered to the Company at least one Business Day
prior to the Closing.

4.8      PRIVATE PLACEMENT NUMBER.

         A Private Placement number issued by Standard & Poor's CUSIP Service
Bureau (in cooperation with the Securities Valuation Office of the National
Association of Insurance Commissioners) shall have been obtained for the Notes.


                                                                               3
<PAGE>
4.9      CHANGES IN CORPORATE STRUCTURE.

         Except as specified in Schedule 4.9, the Company shall not have changed
its jurisdiction of incorporation or been a party to any merger or consolidation
and shall not have succeeded to all or any substantial part of the liabilities
of any other entity, at any time following the date of the most recent financial
statements referred to in Schedule 5.5.

4.10     PROCEEDINGS AND DOCUMENTS.

         All corporate and other proceedings in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to
such transactions shall be satisfactory to you and your special counsel, and you
and your special counsel shall have received all such counterpart originals or
certified or other copies of such documents as you or they may reasonably
request.

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to you that:

5.1      ORGANIZATION; POWER AND AUTHORITY.

         The Company is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and is duly
qualified as a foreign corporation and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company has the corporate power and authority to own or hold
under lease the properties it purports to own or hold under lease, to transact
the business it transacts and proposes to transact, to execute and deliver this
Agreement and the Other Agreements and the Notes and to perform the provisions
hereof and thereof.

5.2      AUTHORIZATION, ETC.

         This Agreement and the Other Agreements and the Notes have been duly
authorized by all necessary corporate action on the part of the Company, and
this Agreement constitutes, and upon execution and delivery thereof each Note
will constitute, a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (b) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

5.3      DISCLOSURE.

         The Company, through its agent, SG Cowen Securities, has delivered to
you and each Other Purchaser a copy of a Private Placement Memorandum, dated
April 3, 2003 (the "MEMORANDUM"),

                                                                               4
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relating to the transactions contemplated hereby. The Memorandum fairly
describes, in all material respects, the general nature of the business and
principal properties of the Company and its Subsidiaries. Except as disclosed in
Schedule 5.3, this Agreement, the Memorandum, the documents, certificates or
other writings delivered to you by or on behalf of the Company in connection
with the transactions contemplated hereby and the financial statements listed in
Schedule 5.5, taken as a whole, do not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which they
were made. Except as disclosed in the Memorandum or as expressly described in
Schedule 5.3, or in one of the documents, certificates or other writings
identified therein, or in the financial statements listed in Schedule 5.5, since
December 31, 2002, there has been no change in the financial condition,
operations, business, properties or prospects of the Company or any Subsidiary
except changes that individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect. There is no fact known to the
Company that could reasonably be expected to have a Material Adverse Effect that
has not been set forth herein or in the Memorandum or in the other documents,
certificates and other writings delivered to you by or on behalf of the Company
specifically for use in connection with the transactions contemplated hereby.

5.4      ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES; AFFILIATES.

(a)      Schedule 5.4 contains (except as noted therein) complete and correct
         lists (i) of the Company's Subsidiaries, showing, as to each
         Subsidiary, the correct name thereof, the jurisdiction of its
         organization, and the percentage of shares of each class of its capital
         stock or similar equity interests outstanding owned by the Company and
         each other Subsidiary, (ii) of the Company's Affiliates, other than
         Subsidiaries, and (iii) of the Company's directors and senior officers.

(b)      All of the outstanding shares of capital stock or similar equity
         interests of each Subsidiary shown in Schedule 5.4 as being owned by
         the Company and its Subsidiaries have been validly issued, are fully
         paid and nonassessable and are owned by the Company or another
         Subsidiary free and clear of any Lien (except as otherwise disclosed in
         Schedule 5.4).

(c)      Each Subsidiary identified in Schedule 5.4 is a corporation or other
         legal entity duly organized, validly existing and in good standing
         under the laws of its jurisdiction of organization, and is duly
         qualified as a foreign corporation or other legal entity and is in good
         standing in each jurisdiction in which such qualification is required
         by law, other than those jurisdictions as to which the failure to be so
         qualified or in good standing could not, individually or in the
         aggregate, reasonably be expected to have a Material Adverse Effect.
         Each such Subsidiary has the corporate or other power and authority to
         own or hold under lease the properties it purports to own or hold under
         lease and to transact the business it transacts and proposes to
         transact.

(d)      No Subsidiary is a party to, or otherwise subject to any legal
         restriction or any agreement (other than this Agreement, the agreements
         listed on Schedule 5.4 and customary limitations imposed by corporate
         law statutes) restricting the ability of such Subsidiary to

                                                                               5
<PAGE>
         pay dividends out of profits or make any other similar distributions of
         profits to the Company or any of its Subsidiaries that owns outstanding
         shares of capital stock or similar equity interests of such Subsidiary.

5.5      FINANCIAL STATEMENTS.

         The Company has delivered to each Purchaser copies of the financial
statements of the Company and its Subsidiaries listed on Schedule 5.5. All of
said financial statements (including in each case the related schedules and
notes) fairly present in all material respects the consolidated financial
position of the Company and its Subsidiaries as of the respective dates
specified in such Schedule and the consolidated results of their operations and
cash flows for the respective periods so specified and have been prepared in
accordance with GAAP consistently applied throughout the periods involved except
as set forth in the notes thereto (subject, in the case of any interim financial
statements, to normal year-end adjustments).

5.6      COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

         The execution, delivery and performance by the Company of this
Agreement and the Notes will not (a) contravene, result in any breach of, or
constitute a default under, or result in the creation of any Lien in respect of
any property of the Company or any Subsidiary under, any indenture, mortgage,
deed of trust, loan, purchase or credit agreement, lease, corporate charter or
by-laws, or any other Material agreement or instrument to which the Company or
any Subsidiary is bound or by which the Company or any Subsidiary or any of
their respective properties may be bound or affected, (b) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Company or any Subsidiary or (c) violate any provision of any
statute or other rule or regulation of any Governmental Authority applicable to
the Company or any Subsidiary.

5.7      GOVERNMENTAL AUTHORIZATIONS, ETC.

         No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority, in each case that has not been
obtained, is required in connection with the execution, delivery or performance
by the Company of this Agreement or the Notes.

5.8      LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.

(a)      Except as disclosed in Schedule 5.8, there are no actions, suits or
         proceedings pending or, to the knowledge of the Company, threatened
         against or affecting the Company or any Subsidiary or any property of
         the Company or any Subsidiary in any court or before any arbitrator of
         any kind or before or by any Governmental Authority that, individually
         or in the aggregate, could reasonably be expected to have a Material
         Adverse Effect.

(b)      Neither the Company nor any Subsidiary is in default under any term of
         any agreement or instrument to which it is a party or by which it is
         bound, or any order, judgment, decree or ruling of any court,
         arbitrator or Governmental Authority or is in violation of any


                                                                               6
<PAGE>
         applicable law, ordinance, rule or regulation (including without
         limitation Environmental Laws) of any Governmental Authority, which
         default or violation, individually or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect.

5.9      TAXES.

         The Company and its Subsidiaries have filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments levied
upon them or their properties, assets, income or franchises, to the extent such
taxes and assessments have become due and payable and before they have become
delinquent, except for any taxes and assessments (a) the amount of which is not
individually or in the aggregate Material or (b) the amount, applicability or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or a Subsidiary, as the case
may be, has established adequate reserves in accordance with GAAP. The Company
knows of no basis for any other tax or assessment that could reasonably be
expected to have a Material Adverse Effect. The charges, accruals and reserves
on the books of the Company and its Subsidiaries in respect of Federal, state or
other taxes for all fiscal periods are adequate. The Federal income tax
liabilities of the Company and its Subsidiaries have been agreed to by the
Company and by the Internal Revenue Service and these liabilities have been paid
for all fiscal years up to and including the fiscal year ended December 31,
1997.

5.10     TITLE TO PROPERTY; LEASES.

         The Company and its Subsidiaries have good and sufficient title to
their respective properties that individually or in the aggregate are Material,
including all such properties reflected in the most recent audited balance sheet
referred to in Section 5.5 or purported to have been acquired by the Company or
any Subsidiary after said date (except as sold or otherwise disposed of in the
ordinary course of business), in each case free and clear of Liens prohibited by
this Agreement. All leases that the Company or any Subsidiary is party to as
lessee and that individually or in the aggregate are Material are valid and
subsisting and are in full force and effect in all material respects.

5.11     LICENSES, PERMITS, ETC.

         Except as disclosed in Schedule 5.11,

(a)      the Company and its Subsidiaries own or possess all licenses, permits,
         franchises, authorizations, patents, copyrights, service marks,
         trademarks and trade names, or rights thereto, that individually or in
         the aggregate are Material, without known conflict with the rights of
         others;

(b)      to the best knowledge of the Company, no product of the Company or any
         of its Subsidiaries infringes in any Material respect any license,
         permit, franchise, authorization, patent, copyright, service mark,
         trademark, trade name or other right owned by any other Person; and


                                                                               7
<PAGE>
(c)      to the best knowledge of the Company, there is no Material violation by
         any Person of any right of the Company or any of its Subsidiaries with
         respect to any patent, copyright, service mark, trademark, trade name
         or other right owned or used by the Company or any of its Subsidiaries.

5.12     COMPLIANCE WITH ERISA.

(a)      The Company and each ERISA Affiliate have operated and administered
         each Plan in compliance with all applicable laws except for such
         instances of noncompliance as have not resulted in and could not
         reasonably be expected to result in a Material Adverse Effect. Neither
         the Company nor any ERISA Affiliate has incurred any liability pursuant
         to Title I or IV of ERISA or the penalty or excise tax provisions of
         the Code relating to employee benefit plans (as defined in section 3 of
         ERISA), and no event, transaction or condition has occurred or exists
         that could reasonably be expected to result in the incurrence of any
         such liability by the Company or any ERISA Affiliate, or in the
         imposition of any Lien on any of the rights, properties or assets of
         the Company or any ERISA Affiliate, in either case pursuant to Title I
         or IV of ERISA or to such penalty or excise tax provisions or to
         section 401(a)(29) or 412 of the Code, other than such liabilities or
         Liens as would not be individually or in the aggregate Material.

(b)      The present value of the aggregate benefit liabilities under each of
         the Plans (other than Multiemployer Plans), determined as of the end of
         such Plan's most recently ended plan year on the basis of the actuarial
         assumptions specified for funding purposes in such Plan's most recent
         actuarial valuation report, did not exceed the aggregate current value
         of the assets of such Plan allocable to such benefit liabilities by
         more than $50,000,000 in the aggregate for all Plans. The term "benefit
         liabilities" has the meaning specified in section 4001 of ERISA and the
         terms "current value" and "present value" have the meaning specified in
         section 3 of ERISA.

(c)      The Company and its ERISA Affiliates have not incurred withdrawal
         liabilities (and are not subject to contingent withdrawal liabilities)
         under section 4201 or 4204 of ERISA in respect of Multiemployer Plans
         that individually or in the aggregate are Material.

(d)      The expected postretirement benefit obligation (determined as of the
         last day of the Company's most recently ended fiscal year in accordance
         with Financial Accounting Standards Board Statement No. 106, without
         regard to liabilities attributable to continuation coverage mandated by
         section 4980B of the Code) of the Company and its Subsidiaries is as
         described in Schedule 5.12.

(e)      The execution and delivery of this Agreement and the issuance and sale
         of the Notes hereunder will not involve any transaction that is subject
         to the prohibitions of section 406 of ERISA or in connection with which
         a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the
         Code. The representation by the Company in the first sentence of this
         Section 5.12(e) is made in reliance upon and subject to the accuracy of


                                                                               8
<PAGE>
         your representation in Section 6.2 as to the sources of the funds used
         to pay the purchase price of the Notes to be purchased by you.

5.13     PRIVATE OFFERING BY THE COMPANY.

         Neither the Company nor anyone acting on its behalf has offered the
Notes or any similar securities for sale to, or solicited any offer to buy any
of the same from, or otherwise approached or negotiated in respect thereof with,
any person other than you, the Other Purchasers and not more than 4 other
Institutional Investors, each of which has been offered the Notes at a private
sale for investment. Neither the Company nor anyone acting on its behalf has
taken, or will take, any action that would subject the issuance or sale of the
Notes to the registration requirements of Section 5 of the Securities Act.

5.14     USE OF PROCEEDS; MARGIN REGULATIONS.

         The Company will apply the proceeds of the sale of the Notes for
repayment of short-term indebtedness and for general corporate purposes. No part
of the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve the Company in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock does not
constitute more than 3% of the value of the consolidated assets of the Company
and its Subsidiaries and the Company does not have any present intention that
margin stock will constitute more than 3% of the value of such assets. As used
in this Section, the terms "margin stock" and "purpose of buying or carrying"
shall have the meanings assigned to them in said Regulation U.

5.15     EXISTING INDEBTEDNESS; FUTURE LIENS.

(a)      Except as described therein, Schedule 5.15(a) sets forth a complete and
         correct list of all outstanding unsecured Indebtedness of the Company
         and its Subsidiaries as of December 31, 2002 and Schedule 5.15(b) sets
         forth a complete and correct list of all outstanding secured
         Indebtedness of the Company and its Subsidiaries as of December 31,
         2002, since which date there has been no Material change in the
         amounts, interest rates, sinking funds, installment payments or
         maturities of the Indebtedness of the Company or its Subsidiaries.
         Neither the Company nor any Subsidiary is in default and no waiver of
         default is currently in effect, in the payment of any principal or
         interest on any Indebtedness of the Company or such Subsidiary and no
         event or condition exists with respect to any Indebtedness of the
         Company or any Subsidiary that would permit (or that with notice or the
         lapse of time, or both, would permit) one or more Persons to cause such
         Indebtedness to become due and payable before its stated maturity or
         before its regularly scheduled dates of payment.


                                                                               9
<PAGE>
(b)      Except as disclosed in Schedule 5.15(b), neither the Company nor any
         Subsidiary has agreed or consented to cause or permit in the future
         (upon the happening of a contingency or otherwise) any of its property,
         whether now owned or hereafter acquired, to be subject to a Lien.

5.16     FOREIGN ASSETS CONTROL REGULATIONS, ETC.

         Neither the sale of the Notes by the Company hereunder nor its use of
the proceeds thereof will violate (a) the Trading with the Enemy Act, as
amended, (b) any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto or (c) Executive Order No.
13,224, 66 Fed Reg 49,079 (2001), issued by the President of the United States
(Executive Order Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit or Support Terrorism).

5.17     STATUS UNDER CERTAIN STATUTES.

         Neither the Company nor any Subsidiary is subject to regulation under
the Investment Company Act of 1940, as amended or the Interstate Commerce Act,
as amended. The Company and its Subsidiaries are exempt from regulation under
the Public Utility Holding Company Act of 1935, as amended.

5.18     ENVIRONMENTAL MATTERS.

         Neither the Company nor any Subsidiary has knowledge of any claim or
has received any notice of any claim, and no proceeding has been instituted
raising any claim against the Company or any of its Subsidiaries or any of their
respective real properties now or formerly owned, leased or operated by any of
them or other assets, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect. Except as otherwise disclosed
to you in writing,

(a)      neither the Company nor any Subsidiary has knowledge of any facts which
         would give rise to any claim, public or private, of violation of
         Environmental Laws or damage to the environment emanating from,
         occurring on or in any way related to real properties now or formerly
         owned, leased or operated by any of them or to other assets or their
         use, except, in each case, such as could not reasonably be expected to
         result in a Material Adverse Effect;

(b)      neither the Company nor any of its Subsidiaries has stored any
         Hazardous Materials on real properties now or formerly owned, leased or
         operated by any of them and has not disposed of any Hazardous Materials
         in a manner contrary to any Environmental Laws in each case in any
         manner that could reasonably be expected to result in a Material
         Adverse Effect; and


                                                                              10
<PAGE>
(c)      all buildings on all real properties now owned, leased or operated by
         the Company or any of its Subsidiaries are in compliance with
         applicable Environmental Laws, except where failure to comply could not
         reasonably be expected to result in a Material Adverse Effect.

6.       REPRESENTATIONS OF THE PURCHASER.

6.1      PURCHASE FOR INVESTMENT.

         You represent that you are purchasing the Notes for your own account or
for one or more separate accounts maintained by you or for the account of one or
more pension or trust funds and not with a view to the distribution thereof,
provided that the disposition of your or their property shall at all times be
within your or their control. You understand that the Notes have not been
registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from
registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is
not required to register the Notes.

6.2      SOURCE OF FUNDS.

         You represent that at least one of the following statements is an
accurate representation as to each source of funds (a "Source") to be used by
you to pay the purchase price of the Notes to be purchased by you hereunder:

(a)      the Source is an "insurance company general account" (as the term is
         defined in PTE 95-60 (issued July 12, 1995)) in respect of which the
         reserves and liabilities (as defined by the annual statement for life
         insurance companies approved by the National Association of Insurance
         Commissioners (the "NAIC Annual Statement")) for the general account
         contract(s) held by or on behalf of any employee benefit plan together
         with the amount of the reserves and liabilities for the general account
         contract(s) held by or on behalf of any other employee benefit plans
         maintained by the same employer (or affiliate thereof as defined in PTE
         95-60) or by the same employee organization in the general account do
         not exceed 10% of the total reserves and liabilities of the general
         account (exclusive of separate account liabilities) plus surplus as set
         forth in the NAIC Annual Statement filed with your state of domicile;
         or

(b)      the Source is a separate account that is maintained solely in
         connection with your fixed contractual obligations under which the
         amounts payable, or credited, to any employee benefit plan (or its
         related trust) that has any interest in such separate account (or to
         any participant or beneficiary of such plan (including any annuitant))
         are not affected in any manner by the investment performance of the
         separate account; or

(c)      the Source is either (i) an insurance company pooled separate account,
         within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a
         bank collective investment fund, within the meaning of the PTE 91-38
         (issued July 12, 1991) and, except as you have disclosed to the Company
         in writing pursuant to this paragraph (c), no employee benefit

                                                                              11
<PAGE>
         plan or group of plans maintained by the same employer or employee
         organization beneficially owns more than 10% of all assets allocated to
         such pooled separate account or collective investment fund; or

(d)      the Source constitutes assets of an "investment fund" (within the
         meaning of Part V of the QPAM Exemption) managed by a "qualified
         professional asset manager" or "QPAM" (within the meaning of Part V of
         the QPAM Exemption), no employee benefit plan's assets that are
         included in such investment fund, when combined with the assets of all
         other employee benefit plans established or maintained by the same
         employer or by an affiliate (within the meaning of Section V(c)(1) of
         the QPAM Exemption) of such employer or by the same employee
         organization and managed by such QPAM, exceed 20% of the total client
         assets managed by such QPAM, the conditions of Part I(c) and (g) of the
         QPAM Exemption are satisfied, neither the QPAM nor a person controlling
         or controlled by the QPAM (applying the definition of "control" in
         Section V(e) of the QPAM Exemption) owns a 5% or more interest in the
         Company and (i) the identity of such QPAM and (ii) the names of all
         employee benefit plans whose assets are included in such investment
         fund have been disclosed to the Company in writing pursuant to this
         paragraph (d); or

(e)      the Source constitutes assets of a "plan(s)" (within the meaning of
         Section IV of PTE 96-23 (the "INHAM Exemption")) managed by an
         "in-house asset manager" or "INHAM" (within the meaning of Part IV of
         the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the
         INHAM Exemption are satisfied, neither the INHAM nor a person
         controlling or controlled by the INHAM (applying the definition of
         "control" in Section IV(h) of the INHAM Exemption) owns a 5% or more
         interest in the Company and (i) the identity of such INHAM and (ii) the
         name(s) of the employee benefit plan(s) whose assets constitute the
         Source have been disclosed to the Company in writing pursuant to this
         paragraph (e); or

(f)      the Source is a governmental plan; or

(g)      the Source is one or more employee benefit plans, or a separate account
         or trust fund comprised of one or more employee benefit plans, each of
         which has been identified to the Company in writing pursuant to this
         paragraph (g); or

(h)      the Source does not include assets of any employee benefit plan, other
         than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "employee benefit plan" and "separate
account" shall have the respective meanings assigned to such terms in Section 3
of ERISA.


                                                                              12
<PAGE>
7.       INFORMATION AS TO COMPANY.

7.1      FINANCIAL AND BUSINESS INFORMATION.

         The Company shall deliver to each holder of Notes that is an
Institutional Investor:

(a)      Quarterly Statements. Within 60 days after the end of each quarterly
         fiscal period in each fiscal year of the Company (other than the last
         quarterly fiscal period of each such fiscal year), duplicate copies of
         (i) a consolidated balance sheet of the Company and its Subsidiaries as
         at the end of such quarter, and (ii) consolidated statements of income,
         changes in shareholders' equity and cash flows of the Company and its
         Subsidiaries, for such quarter and (in the case of the second and third
         quarters) for the portion of the fiscal year ending with such quarter,
         setting forth in each case in comparative form the figures for the
         corresponding periods in the previous fiscal year, all in reasonable
         detail, prepared in accordance with GAAP applicable to quarterly
         financial statements generally, and certified by a Senior Financial
         Officer as fairly presenting, in all material respects, the financial
         position of the companies being reported on and their results of
         operations and cash flows, subject to changes resulting from year-end
         adjustments, provided that delivery within the time period specified
         above of copies of the Company's Quarterly Report on Form 10-Q prepared
         in compliance with the requirements therefor and filed with the
         Securities and Exchange Commission shall be deemed to satisfy the
         requirements of this Section 7.1(a);

(b)      Annual Statements. Within 105 days after the end of each fiscal year of
         the Company, duplicate copies of (i) a consolidated balance sheet of
         the Company and its Subsidiaries, as at the end of such year, and (ii)
         consolidated statements of income, changes in shareholders' equity and
         cash flows of the Company and its Subsidiaries, for such year, setting
         forth in each case in comparative form the figures for the previous
         fiscal year, all in reasonable detail, prepared in accordance with
         GAAP, and accompanied by (A) an opinion thereon of independent
         certified public accountants of recognized national standing, which
         opinion shall state that such financial statements present fairly, in
         all material respects, the financial position of the companies being
         reported upon and their results of operations and cash flows and have
         been prepared in conformity with GAAP, and that the examination of such
         accountants in connection with such financial statements has been made
         in accordance with generally accepted auditing standards, and that such
         audit provides a reasonable basis for such opinion in the
         circumstances, and (B) a certificate of such accountants stating that
         they have reviewed this Agreement and stating further whether, in
         making their audit, they have become aware of any condition or event
         that then constitutes a Default or an Event of Default, and, if they
         are aware that any such condition or event then exists, specifying the
         nature and period of the existence thereof (it being understood that
         such accountants shall not be liable, directly or indirectly, for any
         failure to obtain knowledge of any Default or Event of Default unless
         such accountants should have obtained knowledge thereof in making an
         audit in accordance with generally accepted auditing standards or did
         not make such an audit), provided that the delivery within the time
         period specified above of the Company's Annual Report on Form 10-K

                                                                              13
<PAGE>
         for such fiscal year (together with the Company's annual report to
         shareholders, if any, prepared pursuant to Rule 14a-3 under the
         Exchange Act) prepared in accordance with the requirements therefor and
         filed with the Securities and Exchange Commission, together with the
         accountant's certificate described in clause (B) above, shall be deemed
         to satisfy the requirements of this Section 7.1(b);

(c)      SEC and Other Reports. Promptly upon their becoming available, one copy
         of (i) each financial statement, report, notice or proxy statement sent
         by the Company or any Subsidiary to public securities holders
         generally, and (ii) each regular or periodic report, each registration
         statement (without exhibits except as expressly requested by such
         holder), and each prospectus and all amendments thereto filed by the
         Company or any Subsidiary with the Securities and Exchange Commission
         and of all press releases and other statements made available generally
         by the Company or any Subsidiary to the public concerning developments
         that are Material;

(d)      Notice of Default or Event of Default. Promptly, and in any event
         within five days after a Responsible Officer becoming aware of the
         existence of any Default or Event of Default or that any Person has
         given any notice or taken any action with respect to a claimed default
         hereunder or that any Person has given any notice or taken any action
         with respect to a claimed default of the type referred to in Section
         11(f), a written notice specifying the nature and period of existence
         thereof and what action the Company is taking or proposes to take with
         respect thereto;

(e)      ERISA Matters. Promptly, and in any event within five days after a
         Responsible Officer becoming aware of any of the following, a written
         notice setting forth the nature thereof and the action, if any, that
         the Company or an ERISA Affiliate proposes to take with respect
         thereto:

                  (i)      with respect to any Plan, any reportable event, as
                           defined in section 4043(c) of ERISA and the
                           regulations thereunder, for which notice thereof has
                           not been waived pursuant to such regulations as in
                           effect on the date hereof; or

                  (ii)     the taking by the PBGC of steps to institute, or the
                           threatening by the PBGC of the institution of,
                           proceedings under section 4042 of ERISA for the
                           termination of, or the appointment of a trustee to
                           administer, any Plan, or the receipt by the Company
                           or any ERISA Affiliate of a notice from a
                           Multiemployer Plan that such action has been taken by
                           the PBGC with respect to such Multiemployer Plan; or

                  (iii)    any event, transaction or condition that could result
                           in the incurrence of any liability by the Company or
                           any ERISA Affiliate pursuant to Title I or IV of
                           ERISA or the penalty or excise tax provisions of the
                           Code relating to employee benefit plans, or in the
                           imposition of any Lien on any of the rights,
                           properties or assets of the Company or any ERISA
                           Affiliate pursuant to Title I or IV of ERISA or such
                           penalty or excise tax provisions, if such liability
                           or Lien, taken together

                                                                              14
<PAGE>
         with any other such liabilities or Liens then existing, could
         reasonably be expected to have a Material Adverse Effect;

(f)      Notices from Governmental Authority. Promptly, and in any event within
         30 days of receipt thereof, copies of any notice to the Company or any
         Subsidiary from any Federal or state Governmental Authority relating to
         any order, ruling, statute or other law or regulation that could
         reasonably be expected to have a Material Adverse Effect; and

(g)      Requested Information. With reasonable promptness, such other data and
         information relating to the business, operations, affairs, financial
         condition, assets or properties of the Company or any of its
         Subsidiaries or relating to the ability of the Company to perform its
         obligations hereunder and under the Notes as from time to time may be
         reasonably requested by any such holder of Notes.

7.2      OFFICER'S CERTIFICATE.

         Each set of financial statements delivered to a holder of Notes
pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a
certificate of a Senior Financial Officer setting forth:

(a)      Covenant Compliance. The information (including detailed calculations)
         required in order to establish whether the Company was in compliance
         with the requirements of Sections 9.6 and 10.3 hereof during the
         quarterly or annual period covered by the statements then being
         furnished (including with respect to each such Section, where
         applicable, the calculations of the maximum or minimum amount, ratio or
         percentage, as the case may be, permissible under the terms of such
         Sections, and the calculation of the amount, ratio or percentage then
         in existence); and

(b)      Event of Default. The statement that such officer has reviewed the
         relevant terms hereof and has made, or caused to be made, under his or
         her supervision, a review of the transactions and conditions of the
         Company and its Subsidiaries from the beginning of the quarterly or
         annual period covered by the statements then being furnished to the
         date of the certificate and that such review shall not have disclosed
         the existence during such period of any condition or event that
         constitutes a Default or an Event of Default or, if any such condition
         or event existed or exists (including, without limitation, any such
         event or condition resulting from the failure of the Company or any
         Subsidiary to comply with any Environmental Law), specifying the nature
         and period of existence thereof and what action the Company shall have
         taken or proposes to take with respect thereto.

7.3      INSPECTION.

         The Company shall permit the representatives of each holder of Notes
that is an Institutional Investor:


                                                                              15
<PAGE>
(a)      No Default. If no Default or Event of Default then exists, at the
         expense of such holder and upon reasonable prior notice to the Company,
         to visit the principal executive office of the Company, to discuss the
         affairs, finances and accounts of the Company and its Subsidiaries with
         the Company's officers, and (with the consent of the Company, which
         consent will not be unreasonably withheld) its independent public
         accountants, and (with the consent of the Company, which consent will
         not be unreasonably withheld) to visit the other offices and properties
         of the Company and each Subsidiary, all at such reasonable times and as
         often as may be reasonably requested in writing; and

(b)      Default. If a Default or Event of Default then exists, at the expense
         of the Company, to visit and inspect any of the offices or properties
         of the Company or any Subsidiary, to examine all their respective books
         of account, records, reports and other papers, to make copies and
         extracts therefrom, and to discuss their respective affairs, finances
         and accounts with their respective officers and independent public
         accountants (and by this provision the Company authorizes said
         accountants to discuss the affairs, finances and accounts of the
         Company and its Subsidiaries), all at such times and as often as may be
         requested.

8.       PAYMENT OF THE NOTES.

8.1      MATURITY; PREPAYMENT.

         As provided therein, the entire unpaid principal amount of the Notes
shall be due and payable on the Maturity Date.

         On each of April 11, 2014, and April 11, 2015, the Company shall prepay
$83,333,333 principal amount (or such lesser principal amount as shall then be
outstanding) of the Notes at par and without payment of the Make-Whole Amount or
any premium, provided that upon any partial prepayment of the Notes pursuant to
Section 8.2 the principal amount of each required prepayment of the Notes
becoming due under this Section 8.1 on and after the date of such prepayment
shall be reduced in the same proportion as the aggregate unpaid principal amount
of the Notes is reduced as a result of such prepayment.

8.2      OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT.

         The Company may, at its option, upon notice as provided below, prepay
at any time all, or from time to time any part of, the Notes, in an amount not
less than 5% of the aggregate principal amount of the Notes then outstanding in
the case of a partial prepayment, at 100% of the principal amount so prepaid,
plus the Make-Whole Amount determined for the prepayment date with respect to
such principal amount. The Company will give each holder of Notes written notice
of each optional prepayment under this Section 8.2 not less than 30 days and not
more than 60 days prior to the date fixed for such prepayment. Each such notice
shall specify such date, the aggregate principal amount of the Notes to be
prepaid on such date, the principal amount of each Note held by such holder to
be prepaid (determined in accordance with Section 8.3), and the interest to be
paid on the prepayment date with respect to such principal amount being prepaid,
and shall be accompanied by

                                                                              16
<PAGE>
a certificate of a Senior Financial Officer as to the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such
notice were the date of the prepayment), setting forth the details of such
computation. Two Business Days prior to such prepayment, the Company shall
deliver to each holder of Notes a certificate of a Senior Financial Officer
specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.

8.3      ALLOCATION OF PARTIAL PREPAYMENTS.

         In the case of each partial prepayment of the Notes, the principal
amount of the Notes to be prepaid shall be allocated among all of the Notes at
the time outstanding in proportion, as nearly as practicable, to the respective
unpaid principal amounts thereof not theretofore called for prepayment.

8.4      MATURITY; SURRENDER, ETC.

         In the case of each prepayment of Notes pursuant to this Section 8, the
principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any. From and after such date, unless the Company shall fail to pay such
principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Note paid or prepaid in full shall be surrendered to the
Company and cancelled and shall not be reissued, and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

8.5      PURCHASE OF NOTES.

         The Company will not and will not permit any Affiliate to purchase,
redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes except upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

8.6      MAKE-WHOLE AMOUNT.

         The term "Make-Whole Amount" means, with respect to any Note, an amount
equal to the excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such Note over the amount of
such Called Principal, provided that the Make-Whole Amount may in no event be
less than zero. For the purposes of determining the Make-Whole Amount, the
following terms have the following meanings:

                  "Called Principal" means, with respect to any Note, the
         principal of such Note that is to be prepaid pursuant to Section 8.2 or
         has become or is declared to be immediately due and payable pursuant to
         Section 12.1, as the context requires.


                                                                              17
<PAGE>
                  "Discounted Value" means, with respect to the Called Principal
         of any Note, the amount obtained by discounting all Remaining Scheduled
         Payments with respect to such Called Principal from their respective
         scheduled due dates to the Settlement Date with respect to such Called
         Principal, in accordance with accepted financial practice and at a
         discount factor (applied on the same periodic basis as that on which
         interest on the Notes is payable) equal to the Reinvestment Yield with
         respect to such Called Principal.

                  "Reinvestment Yield" means, with respect to the Called
         Principal of any Note, 0.50% over the yield to maturity implied by (i)
         the yields reported, as of 10:00 A.M. (New York City time) on the
         second Business Day preceding the Settlement Date with respect to such
         Called Principal, on the display designated as "Page PX1" on Bloomberg
         Financial Markets Service (or such other display as may replace Page
         PX1 on Bloomberg Financial Markets Service) for actively traded U.S.
         Treasury securities having a maturity equal to the Remaining Average
         Life of such Called Principal as of such Settlement Date, or (ii) if
         such yields are not reported as of such time or the yields reported as
         of such time are not ascertainable, the Treasury Constant Maturity
         Series Yields reported, for the latest day for which such yields have
         been so reported as of the second Business Day preceding the Settlement
         Date with respect to such Called Principal, in Federal Reserve
         Statistical Release H.15 (519) (or any comparable successor
         publication) for actively traded U.S. Treasury securities having a
         constant maturity equal to the Remaining Average Life of such Called
         Principal as of such Settlement Date. Such implied yield will be
         determined, if necessary, by (a) converting U.S. Treasury bill
         quotations to bond-equivalent yields in accordance with accepted
         financial practice and (b) interpolating linearly between (1) the
         actively traded U.S. Treasury security with the maturity closest to and
         greater than the Remaining Average Life and (2) the actively traded
         U.S. Treasury security with the maturity closest to and less than the
         Remaining Average Life.

                  "Remaining Average Life" means, with respect to any Called
         Principal, the number of years (calculated to the nearest one-twelfth
         year) obtained by dividing (i) such Called Principal into (ii) the sum
         of the products obtained by multiplying (a) the principal component of
         each Remaining Scheduled Payment with respect to such Called Principal
         by (b) the number of years (calculated to the nearest one-twelfth year)
         that will elapse between the Settlement Date with respect to such
         Called Principal and the scheduled due date of such Remaining Scheduled
         Payment.

                  "Remaining Scheduled Payments" means, with respect to the
         Called Principal of any Note, all payments of such Called Principal and
         interest thereon that would be due after the Settlement Date with
         respect to such Called Principal if no payment of such Called Principal
         were made prior to its scheduled due date, provided that if such
         Settlement Date is not a date on which interest payments are due to be
         made under the terms of the Notes, then the amount of the next
         succeeding scheduled interest payment will be reduced by the amount of
         interest accrued to such Settlement Date and required to be paid on
         such Settlement Date pursuant to Section 8.2 or 12.1.


                                                                              18
<PAGE>
                  "Settlement Date" means, with respect to the Called Principal
         of any Note, the date on which such Called Principal is to be prepaid
         pursuant to Section 8.2 or has become or is declared to be immediately
         due and payable pursuant to Section 12.1, as the context requires.

8.7      INTEREST.

(a)      Until the Maturity Date, the unpaid principal amount of each Note shall
         accrue interest for each day at the Applicable Rate.

(b)      Any overdue principal of any Note and, to the extent permitted by
         applicable law, any interest payments thereon and any fees and other
         amounts in respect thereof not paid when due shall thereafter bear
         interest (including post-petition interest in any proceeding under the
         United States Bankruptcy Code or other applicable bankruptcy laws) for
         the period from and including the due date to but excluding the date
         such amount is paid in full at the Default Rate.

(c)      Interest accrued on the Notes shall be payable in arrears on each
         Interest Payment Date; provided that (i) interest accrued pursuant to
         Section 8.7(b) shall be payable on demand, and (ii) upon any prepayment
         of any portion of the Notes, interest accrued on the principal amount
         prepaid shall be payable on the date of such prepayment.

(d)      All interest hereunder shall be computed on the basis of a year of 360
         days comprising twelve 30-day months.

9.       AFFIRMATIVE COVENANTS.

         The Company covenants that so long as any of the Notes are outstanding:

9.1      COMPLIANCE WITH LAW.

         The Company will and will cause each of its Subsidiaries to comply with
all laws, ordinances or governmental rules or regulations to which each of them
is subject, including, without limitation, Environmental Laws, and will obtain
and maintain in effect all licenses, certificates, permits, franchises and other
governmental authorizations necessary to the ownership of their respective
properties or to the conduct of their respective businesses, in each case to the
extent necessary to ensure that non-compliance with such laws, ordinances or
governmental rules or regulations or failures to obtain or maintain in effect
such licenses, certificates, permits, franchises and other governmental
authorizations could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

9.2      INSURANCE.

         The Company will and will cause each of its Subsidiaries to maintain,
with financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies,
of such types, on such terms and in such amounts (in-

                                                                              19
<PAGE>
cluding deductibles, co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated.

9.3      MAINTENANCE OF PROPERTIES.

         The Company will and will cause each of its Subsidiaries to maintain
and keep, or cause to be maintained and kept, their respective properties in
good repair, working order and condition (other than ordinary wear and tear), so
that the business carried on in connection therewith may be properly conducted
at all times, provided that this Section shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of any of its
properties if such discontinuance is desirable in the conduct of its business
and the Company has concluded that such discontinuance could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.4      PAYMENT OF TAXES AND CLAIMS.

         The Company will and will cause each of its Subsidiaries to file all
tax returns required to be filed in any jurisdiction and to pay and discharge
all taxes shown to be due and payable on such returns and all other taxes,
assessments, governmental charges, or levies imposed on them or any of their
properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent,
and all claims for which sums have become due and payable that have or might
become a Lien on properties or assets of the Company or any Subsidiary, provided
that neither the Company nor any Subsidiary need pay any such tax or assessment
or claims if (a) the amount, applicability or validity thereof is contested by
the Company or such Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Company or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Company
or such Subsidiary, or (b) the nonpayment of all such taxes, assessments and
claims in the aggregate could not reasonably be expected to have a Material
Adverse Effect.

9.5      CORPORATE EXISTENCE, ETC.

         Subject to Sections 10.2, the Company will at all times preserve and
keep in full force and effect its corporate existence, and the Company will at
all times preserve and keep in full force and effect the corporate existence of
each of its Subsidiaries (unless merged into the Company or a Subsidiary) and
all rights and franchises of the Company and its Subsidiaries unless, in the
good faith judgment of the Company, the termination of or failure to preserve
and keep in full force and effect the corporate existence of any Subsidiary or
any such right or franchise could not, individually or in the aggregate, have a
Material Adverse Effect.


                                                                              20
<PAGE>
9.6      FINANCIAL COVENANT.

         The Company shall maintain, as of the last day of each fiscal quarter,
a ratio of Total Debt to Capitalization, for the fiscal quarter then ended, of
less than or equal to 0.60 to 1.00.

10.      NEGATIVE COVENANTS.

         The Company covenants that so long as any of the Notes are outstanding:

10.1     TRANSACTIONS WITH AFFILIATES.

         The Company will not and will not permit any Subsidiary to enter into
directly or indirectly any transaction or group of related transactions
(including without limitation the purchase, lease, sale or exchange of
properties of any kind or the rendering of any service) with any Affiliate
(other than the Company or another Subsidiary), except (a) in the ordinary
course and pursuant to the reasonable requirements of the Company's or such
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Company or such Subsidiary than would be obtainable in a comparable
arm's-length transaction with a Person not an Affiliate, or (b) in accordance
with applicable Florida Public Service Commission requirements.

10.2     MERGER, CONSOLIDATION, ETC.

         The Company shall not consolidate with or merge with any other
corporation or convey, transfer or lease substantially all of its assets in a
single transaction or series of transactions to any Person unless:

(a)      the successor formed by such consolidation or the survivor of such
         merger or the Person that acquires by conveyance, transfer or lease
         substantially all of the assets of the Company as an entirety, as the
         case may be, shall be a solvent corporation organized and existing
         under the laws of the United States or any State thereof (including the
         District of Columbia) and, if the Company is not such corporation, (i)
         such corporation shall have executed and delivered to each holder of
         any Notes its assumption of the due and punctual performance and
         observance of each covenant and condition of this Agreement, the Other
         Agreements and the Notes and (ii) the Company shall have caused to be
         delivered to each holder of any Notes an opinion of nationally
         recognized independent counsel, or other independent counsel reasonably
         satisfactory to the Required Holders, to the effect that all agreements
         or instruments effecting such assumption are enforceable in accordance
         with their terms and comply with the terms hereof; and

(b)      immediately after giving effect to such transaction, no Default or
         Event of Default shall have occurred and be continuing.

         No such conveyance, transfer or lease of substantially all of the
assets of the Company shall have the effect of releasing the Company or any
successor corporation that shall theretofore have become such in the manner
prescribed in this Section 10.2 from its liability under this Agreement or the
Notes.


                                                                              21
<PAGE>
10.3     LIENS/SUBSIDIARY INDEBTEDNESS.

         The Company (a) will not, and will not permit any of its Subsidiaries
to, directly or indirectly create, incur, assume or permit to exist (upon the
happening of a contingency or otherwise) any Lien securing the Indebtedness of
any Person on or with respect to any property or asset (including, without
limitation, any document or instrument in respect of goods or accounts
receivable) of the Company or any such Subsidiary, whether now owned or held or
hereafter acquired, or any income or profits therefrom or assign or otherwise
convey any right to receive income or profits (including accounts receivable)
and (b) will not at any time permit any Subsidiary to, directly or indirectly,
create, incur, issue, assume, guarantee, have outstanding or otherwise become or
remain directly or indirectly liable with respect to, any Indebtedness or any
Redeemable Preferred Stock (unless, (i) in the case of clause (a) above with
respect to a Lien on the property or assets of the Company, it makes, or causes
to be made, effective provision whereby the Notes will be equally and ratably
secured with any and all other obligations thereby secured, such security to be
pursuant to an agreement reasonably satisfactory to the Required Holders and, in
any such case, the Notes shall have the benefit of, to the fullest extent that,
and with such priority as, the holders of the Notes may be entitled under
applicable law, a Lien on such property regardless of any inaction of the
Company to create such Lien, or (ii) in the case of clause (a) or (b) above, it
makes, or causes to be made, effective provision whereby the Notes are secured
by First Mortgage Bonds having a face value equal to the then outstanding
principal amount of the Notes, pursuant to an agreement creating and perfecting
such security reasonably satisfactory to the Required Holders, which First
Mortgage Bonds in turn continue to be secured by substantially all of the
property, plant and equipment of the electric business of the Company and no
material part of such electric business has been transferred from the Company to
a Subsidiary of the Company at any time after the date hereof), except:

         (i) any Lien existing on property of a Person immediately prior to its
being consolidated with or merged into the Company or a Subsidiary or its
becoming a Subsidiary or any Lien existing on any property acquired by the
Company or any Subsidiary at the time such property is so acquired (whether or
not the Indebtedness secured thereby shall have been assumed), provided that (A)
no such Lien shall have been created or assumed in contemplation of such
consolidation or merger or such Person's becoming a Subsidiary or such
acquisition of property, (B) each such Lien shall extend solely to the item or
items of property so acquired or so encumbered immediately prior to the time of
the merger or consolidation or so encumbered immediately prior to the time such
Person became a Subsidiary and, if required by the terms of the instrument
originally creating such Lien, other property which is an improvement to or is
acquired for specific use in connection with such acquired or encumbered
property and (C) the principal amount of the obligations thereby secured by such
Liens are not increased after such time; or

         (ii) (A) other Liens not otherwise permitted by paragraph (i) above
securing Indebtedness of the Company, its Subsidiaries or TECO, (B) Indebtedness
of a Subsidiary of the Company or (C) Redeemable Preferred Stock of a Subsidiary
of the Company; provided that the aggregate principal amount of Indebtedness
plus the aggregate redemption value of all Redeemable Preferred Stock referred
to in clauses (A), (B) and (C) of this subparagraph (ii) does not at any time
exceed the greater of (x) $500,000,000 in aggregate plus existing secured
Indebtedness outstanding

                                                                              22
<PAGE>
as of the Closing Date referred to under the subheading "Installment Contracts
Payable (3)" under the heading "(b) Existing Secured Indebtedness/Liens" in
Schedule 5.15 to the extent such Indebtedness remains secured and outstanding as
Indebtedness of the Company and (y) $700,000,000 in aggregate.

         For purposes of this Section 10.3, any Person extending, renewing or
refunding any Indebtedness secured by any Lien shall be deemed to have created
such Lien at the time of such extension, renewal or refunding.

         Any First Mortgage Bonds issued for the purposes of satisfying the
requirements of clause (ii) of the introductory paragraph to this Section 10.3
shall (a) be issued in a separate series to a trustee or collateral agent
selected by the Company with the approval of the Required Noteholders, not to be
unreasonably withheld or delayed, (b) have payment terms that mirror the payment
terms on the Notes (but without duplication), (c) contain no additional new
covenants, and (d) otherwise include no other terms that apply to such First
Mortgage Bonds and not to the First Mortgage Bonds held by the existing holders
of the First Mortgage Bonds.

11.      EVENTS OF DEFAULT.

         An EVENT OF DEFAULT shall exist if any of the following conditions or
events shall occur and be continuing:

(a)      the Company defaults in the payment of any principal or Make-Whole
         Amount, if any, on any Note when the same becomes due and payable,
         whether at maturity or at a date fixed for prepayment or by declaration
         or otherwise; or

(b)      the Company defaults in the payment of any interest on any Note for
         more than five Business Days after the same becomes due and payable; or

(c)      the Company defaults in the performance of or compliance with any term
         contained in Sections 9.6, 10.2 or 10.3; or

(d)      the Company defaults in the performance of or compliance with any term
         contained herein (other than those referred to in paragraphs (a), (b)
         and (c) of this Section 11) and such default is not remedied within 30
         days after the earlier of (i) a Responsible Officer obtaining actual
         knowledge of such default and (ii) the Company receiving written notice
         of such default from any holder of a Note (any such written notice to
         be identified as a "notice of default" and to refer specifically to
         this paragraph (d) of Section 11); or

(e)      any representation or warranty made in writing by or on behalf of the
         Company or by any officer of the Company in this Agreement or in any
         writing furnished in connection with the transactions contemplated
         hereby proves to have been false or incorrect in any material respect
         on the date as of which made; or

(f)      (i) the Company or any Subsidiary is in default (as principal or as
         guarantor or other surety) in the payment of any principal of or
         premium or make-whole amount or interest on

                                                                              23
<PAGE>
         any Indebtedness that is outstanding in an aggregate principal amount
         of at least $50,000,000 beyond any period of grace provided with
         respect thereto, or (ii) the Company or any Subsidiary is in default in
         the performance of or compliance with any term of any evidence of any
         Indebtedness in an aggregate outstanding principal amount of at least
         $10,000,000 or of any mortgage, indenture or other agreement relating
         thereto or any other condition exists, and as a consequence of such
         default or condition such Indebtedness has become, or has been declared
         due and payable before its stated maturity or before its regularly
         scheduled dates of payment, or (iii) as a consequence of the occurrence
         or continuation of any event or condition (other than the passage of
         time or the right of the holder of Indebtedness to convert such
         Indebtedness into equity interests), the Company or any Subsidiary has
         become obligated to purchase or repay Indebtedness before its regular
         maturity or before its regularly scheduled dates of payment in an
         aggregate outstanding principal amount of at least $10,000,000; or

(g)      the Company or any Subsidiary (i) is generally not paying, or admits in
         writing its inability to pay, its debts as they become due, (ii) files,
         or consents by answer or otherwise to the filing against it of, a
         petition for relief or reorganization or arrangement or any other
         petition in bankruptcy, for liquidation or to take advantage of any
         bankruptcy, insolvency, reorganization, moratorium or other similar law
         of any jurisdiction, (iii) makes an assignment for the benefit of its
         creditors, (iv) consents to the appointment of a custodian, receiver,
         trustee or other officer with similar powers with respect to it or with
         respect to any substantial part of its property, (v) is adjudicated as
         insolvent or to be liquidated, or (vi) takes corporate action for the
         purpose of any of the foregoing; or

(h)      a court or governmental authority of competent jurisdiction enters an
         order appointing, without consent by the Company or any of its
         Subsidiaries, a custodian, receiver, trustee or other officer with
         similar powers with respect to it or with respect to any substantial
         part of its property, or constituting an order for relief or approving
         a petition for relief or reorganization or any other petition in
         bankruptcy or for liquidation or to take advantage of any bankruptcy or
         insolvency law of any jurisdiction, or ordering the dissolution,
         winding-up or liquidation of the Company or any of its Subsidiaries, or
         any such petition shall be filed against the Company or any of its
         Subsidiaries and such petition shall not be dismissed within 60 days;
         or

(i)      a final judgment or judgments for the payment of money aggregating in
         excess of $50,000,000 are rendered against one or more of the Company
         and its Subsidiaries and which judgments are not, within 60 days after
         entry thereof, bonded, discharged or stayed pending appeal, or are not
         discharged within 60 days after the expiration of such stay; or

(j)      if (i) any Plan shall fail to satisfy the minimum funding standards of
         ERISA or the Code for any plan year or part thereof or a waiver of such
         standards or extension of any amortization period is sought or granted
         under section 412 of the Code, (ii) a notice of intent to terminate any
         Plan shall have been or is reasonably expected to be filed with the
         PBGC or the PBGC shall have instituted proceedings under ERISA section
         4042 to terminate or appoint a trustee to administer any Plan or the
         PBGC shall have notified the

                                                                              24
<PAGE>
         Company or any ERISA Affiliate that a Plan may become a subject of any
         such proceedings, (iii) the aggregate "amount of unfunded benefit
         liabilities" (within the meaning of section 4001(a)(18) of ERISA) under
         all Plans, determined in accordance with Title IV of ERISA, shall
         exceed $50,000,000, (iv) the Company or any ERISA Affiliate shall have
         incurred or is reasonably expected to incur any liability pursuant to
         Title I or IV of ERISA or the penalty or excise tax provisions of the
         Code relating to employee benefit plans, (v) the Company or any ERISA
         Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or
         any Subsidiary establishes or amends any employee welfare benefit plan
         that provides post-employment welfare benefits in a manner that would
         increase the liability of the Company or any Subsidiary thereunder; and
         any such event or events described in clauses (i) through (vi) above,
         either individually or together with any other such event or events,
         could reasonably be expected to have a Material Adverse Effect.

As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

12.      REMEDIES ON DEFAULT, ETC.

12.1     ACCELERATION.

(a)      If an Event of Default with respect to the Company described in
         paragraph (g) or (h) of Section 11 (other than an Event of Default
         described in clause (i) of paragraph (g) or described in clause (vi) of
         paragraph (g) by virtue of the fact that such clause encompasses clause
         (i) of paragraph (g)) has occurred, all the Notes then outstanding
         shall automatically become immediately due and payable.

(b)      If any other Event of Default has occurred and is continuing, the
         Required Holders may at any time at its or their option, by notice or
         notices to the Company, declare all the Notes then outstanding to be
         immediately due and payable.

(c)      If any Event of Default described in paragraph (a) or (b) of Section 11
         has occurred and is continuing, any holder or holders of Notes at the
         time outstanding affected by such Event of Default may at any time, at
         its or their option, by notice or notices to the Company, declare all
         the Notes held by it or them to be immediately due and payable.

         Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole Amount determined in respect of
such principal amount (to the full extent permitted by applicable law), shall
all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for) and that the provision for payment
of a Make-Whole Amount by the Company in the event that the Notes are prepaid or
are

                                                                              25
<PAGE>
accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

12.2     OTHER REMEDIES.

         If any Default or Event of Default has occurred and is continuing, and
irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time
outstanding may proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for an
injunction against a violation of any of the terms hereof or thereof, or in aid
of the exercise of any power granted hereby or thereby or by law or otherwise.

12.3     RESCISSION.

         At any time after any Notes have been declared due and payable pursuant
to paragraph (b) or (c) of Section 12.1, the Required Holders, by written notice
to the Company, may rescind and annul any such declaration and its consequences
if (a) the Company has paid all overdue interest on the Notes, all principal of
and Make-Whole Amount, if any, on any Notes that are due and payable and are
unpaid other than by reason of such declaration, and all interest on such
overdue principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) all Events of Default and Defaults, other than non-payment of amounts
that have become due solely by reason of such declaration, have been cured or
have been waived pursuant to Section 17, and (c) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to the Notes. No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

12.4     NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.

         No course of dealing and no delay on the part of any holder of any Note
in exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder's rights, powers or remedies. No right, power or
remedy conferred by this Agreement or by any Note upon any holder thereof shall
be exclusive of any other right, power or remedy referred to herein or therein
or now or hereafter available at law, in equity, by statute or otherwise.
Without limiting the obligations of the Company under Section 15, the Company
will pay to the holder of each Note on demand such further amount as shall be
sufficient to cover all costs and expenses of such holder incurred in any
enforcement or collection under this Section 12, including, without limitation,
reasonable attorneys' fees, expenses and disbursements.


                                                                              26
<PAGE>
13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1     REGISTRATION OF NOTES.

         The Company shall keep at The Bank of New York, in New York, New York a
register for the registration and registration of transfers of Notes. The name
and address of each holder of one or more Notes, each transfer thereof and the
name and address of each transferee of one or more Notes shall be registered in
such register. Prior to due presentment for registration of transfer, the Person
in whose name any Note shall be registered shall be deemed and treated as the
owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to
any holder of a Note that is an Institutional Investor promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.

13.2     TRANSFER AND EXCHANGE OF NOTES.

         Upon surrender of any Note at the corporate trust office of The Bank of
New York, Attention: Tampa Electric Administrator -- Corporate Trust Department,
in New York, New York for registration of transfer or exchange (and in the case
of a surrender for registration of transfer, duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of such
Note or his attorney duly authorized in writing and accompanied by the address
for notices of each transferee of such Note or part thereof), the Company shall
execute and deliver, at the Company's expense (except as provided below), one or
more new Notes (as requested by the holder thereof) in exchange therefor, in an
aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1. Each
such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon. The Company may
require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $100,000, provided that if necessary
to enable the registration of transfer by a holder of its entire holding of
Notes, one Note may be in a denomination of less than $100,000. Any transferee,
by its acceptance of a Note registered in its name (or the name of its nominee),
shall be deemed to have made the representation set forth in Section 6.2.

13.3     REPLACEMENT OF NOTES.

         Upon receipt by the Company of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from
such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation), and (a) in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to it (provided that if the holder of such Note is, or
is a nominee for, an original Purchaser or another holder of a Note with a
minimum net worth of at least $10,000,000 in excess of the outstanding principal
amount of such Note, such Person's own unsecured agreement of indemnity shall be
deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and

                                                                              27
<PAGE>
cancellation thereof, the Company at its own expense shall execute and deliver,
in lieu thereof, a new Note, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note
or dated the date of such lost, stolen, destroyed or mutilated Note if no
interest shall have been paid thereon.

14.      PAYMENTS ON NOTES.

14.1     PLACE OF PAYMENT.

         Subject to Section 14.2, payments of principal, Make-Whole Amount, if
any, and interest becoming due and payable on the Notes shall be made in New
York, New York at the principal corporate trust office of The Bank of New York
in such jurisdiction. The Company may at any time, by notice to each holder of a
Note, change the place of payment of the Notes so long as such place of payment
shall be either the principal office of the Company in such jurisdiction or the
principal office of a bank or trust company in such jurisdiction.

14.2     HOME OFFICE PAYMENT.

         So long as you or your nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for principal,
Make-Whole Amount, if any, and interest by the method and at the address
specified for such purpose below your name in Schedule A, or by such other
method or at such other address as you shall have from time to time specified to
the Company in writing for such purpose, without the presentation or surrender
of such Note or the making of any notation thereon, except that upon written
request of the Company made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, you shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1. Prior to any sale or other disposition
of any Note held by you or your nominee you will, at your election, either
endorse thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in exchange
for a new Note or Notes pursuant to Section 13.2. The Company will afford the
benefits of this Section 14.2 to any Institutional Investor that is the direct
or indirect transferee of any Note purchased by you under this Agreement and
that has made the same agreement relating to such Note as you have made in this
Section 14.2.

15.      EXPENSES, ETC.

15.1     TRANSACTION EXPENSES.

         Whether or not the transactions contemplated hereby are consummated,
the Company will pay all costs and expenses (including reasonable attorneys'
fees of a special counsel and, if reasonably required, local or other counsel)
incurred by you and each Other Purchaser or holder of a Note in connection with
such transactions and in connection with any amendments, waivers or consents
under or in respect of this Agreement or the Notes (whether or not such
amendment,

                                                                              28
<PAGE>
waiver or consent becomes effective), including, without limitation: (a) the
costs and expenses incurred in enforcing or defending (or determining whether or
how to enforce or defend) any rights under this Agreement or the Notes or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement or the Notes, or by reason of
being a holder of any Note, and (b) the costs and expenses, including financial
advisors' fees, incurred in connection with the insolvency or bankruptcy of the
Company or any Subsidiary or in connection with any work-out or restructuring of
the transactions contemplated hereby and by the Notes. The Company will pay, and
will save you and each other holder of a Note harmless from, all claims in
respect of any fees, costs or expenses if any, of brokers and finders (other
than those retained by you).

15.2     SURVIVAL.

         The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement or the Notes, and the termination of this Agreement.

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

         All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by you of any Note or portion thereof or interest therein and the payment of any
Note, and may be relied upon by any subsequent holder of a Note, regardless of
any investigation made at any time by or on behalf of you or any other holder of
a Note. All statements contained in any certificate or other instrument
delivered by or on behalf of the Company pursuant to this Agreement shall be
deemed representations and warranties of the Company under this Agreement.
Subject to the preceding sentence, this Agreement and the Notes embody the
entire agreement and understanding between you and the Company and supersede all
prior agreements and understandings relating to the subject matter hereof.

17.      AMENDMENT AND WAIVER.

17.1     REQUIREMENTS.

         This Agreement and the Notes may be amended, and the observance of any
term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and the
Required Holders, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it
is used therein), will be effective as to you unless consented to by you in
writing, and (b) no such amendment or waiver may, without the written consent of
the holder of each Note at the time outstanding affected thereby, (i) subject to
the provisions of Section 12 relating to acceleration or rescission, change the
amount or time of any prepayment or payment of principal of, or reduce the rate
or change the time of payment or method of computation of interest or of the
Make-Whole Amount on, the Notes, (ii) change the percentage of the principal
amount of the Notes the holders of which are required to

                                                                              29
<PAGE>
consent to any such amendment or waiver, or (iii) amend any of Sections 8,
11(a), 11(b), 12, 17 or 20.

17.2     SOLICITATION OF HOLDERS OF NOTES.

(a)      Solicitation. The Company will provide each holder of the Notes
         (irrespective of the amount of Notes then owned by it) with sufficient
         information, sufficiently far in advance of the date a decision is
         required, to enable such holder to make an informed and considered
         decision with respect to any proposed amendment, waiver or consent in
         respect of any of the provisions hereof or of the Notes. The Company
         will deliver executed or true and correct copies of each amendment,
         waiver or consent effected pursuant to the provisions of this Section
         17 to each holder of outstanding Notes promptly following the date on
         which it is executed and delivered by, or receives the consent or
         approval of, the requisite holders of Notes.

(b)      Payment. The Company will not directly or indirectly pay or cause to be
         paid any remuneration, whether by way of supplemental or additional
         interest, fee or otherwise, or grant any security, to any holder of
         Notes as consideration for or as an inducement to the entering into by
         any holder of Notes of any waiver or amendment of any of the terms and
         provisions hereof unless such remuneration is concurrently paid, or
         security is concurrently granted, on the same terms, ratably to each
         holder of Notes then outstanding even if such holder did not consent to
         such waiver or amendment.

17.3     BINDING EFFECT, ETC.

         Any amendment or waiver consented to as provided in this Section 17
applies equally to all holders of Notes and is binding upon them and upon each
future holder of any Note and upon the Company without regard to whether such
Note has been marked to indicate such amendment or waiver. No such amendment or
waiver will extend to or affect any obligation, covenant, agreement, Default or
Event of Default not expressly amended or waived or impair any right consequent
thereon. No course of dealing between the Company and the holder of any Note nor
any delay in exercising any rights hereunder or under any Note shall operate as
a waiver of any rights of any holder of such Note. As used herein, the term
"this Agreement" and references thereto shall mean this Agreement as it may from
time to time be amended or supplemented.

17.4     NOTES HELD BY COMPANY, ETC.

         Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this
Agreement or the Notes, or have directed the taking of any action provided
herein or in the Notes to be taken upon the direction of the holders of a
specified percentage of the aggregate principal amount of Notes then
outstanding, Notes directly or indirectly owned by the Company or any of its
Affiliates shall be deemed not to be outstanding.


                                                                              30
<PAGE>
18.      NOTICES.

         All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

                  (i)      if to you or your nominee, to you or it at the
                           address specified for such communications in Schedule
                           A, or at such other address as you or it shall have
                           specified to the Company in writing,

                  (ii)     if to any other holder of any Note, to such holder at
                           such address as such other holder shall have
                           specified to the Company in writing, or

                  (iii)    if to the Company, to the Company at its address set
                           forth at the beginning hereof to the attention of the
                           Corporate Secretary, or at such other address as the
                           Company shall have specified to the holder of each
                           Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19.      REPRODUCTION OF DOCUMENTS.

         This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and you may destroy any original document so reproduced. The
Company agrees and stipulates that, to the extent permitted by applicable law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Company or any other holder of Notes from contesting any
such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.

20.      CONFIDENTIAL INFORMATION.

         For the purposes of this Section 20, "Confidential Information" means
information delivered to you by or on behalf of the Company or any Subsidiary in
connection with the transactions contemplated by or otherwise pursuant to this
Agreement that is proprietary in nature and that was clearly marked or labeled
or otherwise adequately identified when received by you as being confidential
information of the Company or such Subsidiary, provided that such term does not
include information that (a) was publicly known or otherwise known to you prior
to the time of such

                                                                              31
<PAGE>
disclosure, (b) subsequently becomes publicly known through no act or omission
by you or any person acting on your behalf, (c) otherwise becomes known to you
other than through disclosure by the Company or any Subsidiary or (d)
constitutes financial statements delivered to you under Section 7.1 that are
otherwise publicly available. You will maintain the confidentiality of such
Confidential Information in accordance with procedures adopted by you in good
faith to protect confidential information of third parties delivered to you,
provided that you may deliver or disclose Confidential Information to (i) your
directors, officers, employees, agents, attorneys and affiliates (to the extent
such disclosure reasonably relates to the administration of the investment
represented by your Notes), (ii) your financial advisors and other professional
advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 20, (iii) any other
holder of any Note, (iv) any Institutional Investor to which you sell or offer
to sell such Note or any part thereof or any participation therein (if such
Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20), (v) any Person
from which you offer to purchase any security of the Company (if such Person has
agreed in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 20), (vi) any federal or state
regulatory authority having jurisdiction over you, (vii) the National
Association of Insurance Commissioners or any similar organization, or any
nationally recognized rating agency that requires access to information about
your investment portfolio or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with any
law, rule, regulation or order applicable to you, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to which
you are a party or (z) if an Event of Default has occurred and is continuing, to
the extent you may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights
and remedies under your Notes or this Agreement. Each holder of a Note, by its
acceptance of a Note, will be deemed to have agreed to be bound by and to be
entitled to the benefits of this Section 20 as though it were a party to this
Agreement. On reasonable request by the Company in connection with the delivery
to any holder of a Note of information required to be delivered to such holder
under this Agreement or requested by such holder (other than a holder that is a
party to this Agreement or its nominee), such holder will enter into an
agreement with the Company embodying the provisions of this Section 20.

21.      SUBSTITUTION OF PURCHASER.

         You shall have the right to substitute any one of your Affiliates as
the purchaser of the Notes that you have agreed to purchase hereunder, by
written notice to the Company, which notice shall be signed by both you and such
Affiliate, shall contain such Affiliate's agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 6. Upon receipt
of such notice, wherever the word "you" is used in this Agreement (other than in
this Section 21), such word shall be deemed to refer to such Affiliate in lieu
of you. In the event that such Affiliate is so substituted as a purchaser
hereunder and such Affiliate thereafter transfers to you all of the Notes then
held by such Affiliate, upon receipt by the Company of notice of such transfer,
wherever the word "you" is used in this Agreement (other than in this Section
21), such word shall no longer be deemed to refer to such Affiliate, but shall
refer to you, and you shall have all the rights of an original holder of the
Notes under this Agreement.


                                                                              32
<PAGE>
22.      MISCELLANEOUS.

22.1     SUCCESSORS AND ASSIGNS.

         All covenants and other agreements contained in this Agreement by or on
behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent
holder of a Note) whether so expressed or not.

22.2     PAYMENTS DUE ON NON-BUSINESS DAYS.

         Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-whole Amount or interest on
any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day.

22.3     SEVERABILITY.

         Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

22.4     CONSTRUCTION.

         Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained
herein, so that compliance with any one covenant shall not (absent such an
express contrary provision) be deemed to excuse compliance with any other
covenant. Where any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

22.5     COUNTERPARTS.

         This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

22.6     GOVERNING LAW.

         This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.


                                                                              33
<PAGE>
22.7     JURISDICTION

With respect to any suit, action or proceedings relating to this Agreement
(PROCEEDINGS), the Company irrevocably:

(a)      submits to the non-exclusive jurisdiction of the Supreme Court of the
         State of New York sitting in the Borough of Manhattan and of the United
         States District Court for the Southern District of New York, and any
         appellate court therefrom; and

(b)      waives any objection which it may have at any time to the laying of
         venue of any Proceedings brought in any such court, waives any claim
         that such Proceedings have been brought in an inconvenient forum and
         further waives the right to object, with respect to such Proceedings,
         that such court does not have any jurisdiction over the Company.

Nothing in this Agreement precludes any holder of a Note from bringing
Proceedings in any other jurisdiction, nor will the bringing of Proceedings by
the holder of a Note in any one or more jurisdictions preclude the bringing of
Proceedings by such holder in any other jurisdiction. The Company hereby agrees
that a final judgment in any such Proceedings shall be conclusive and may be
enforced in other jurisdictions otherwise having jurisdiction over the Company
by suit on such final judgment or in any other manner provided by law.

                                    * * * * *




                                                                              34
<PAGE>
      If you are in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart of this Agreement and return it to the
Company, whereupon the foregoing shall become a binding agreement between you
and the Company.

                                     Very truly yours,

                                     TAMPA ELECTRIC COMPANY


                                     By: /s/ Sandra W. Callahan
                                         -------------------------------

                                        Title: Treasurer and Assistant Secretary


                     Note Purchase Agreement Signature Page

<PAGE>






The foregoing is hereby
agreed to as of the
date thereof.

AMERICAN GENERAL LIFE INSURANCE COMPANY

By:      AIG Global Investment Corp., investment advisor


By: /s/ John Henry Pollock
    ---------------------------------
    Name: John Henry Pollock
    Title: Vice President


                     Note Purchase Agreement Signature Page

<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK

By:      AIG Global Investment Corp., investment advisor


By  /s/ John Henry Pollock
  --------------------------
    Name: John Henry Pollock
    Title: Vice President



                     Note Purchase Agreement Signature Page

<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

By:      AIG Global Investment Corp., investment advisor


By /s/ John Henry Pollock
   -------------------------
    Name: John Henry Pollock
    Title: Vice President

                     Note Purchase Agreement Signature Page
<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA


By /s/ Marietta Moshiashvili
   ---------------------------------
    Name: Marietta Moshiashvili
    Title: Associate Director




                     Note Purchase Agreement Signature Page
<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

TIAA-CREF LIFE INSURANCE COMPANY
By: Teachers Insurance and Annuity Association of America, as Investment Manager


By /s/ Marietta Moshiashvili
   ----------------------------------
  Name: Marietta Moshiashvili
  Title: Associate Director

                     Note Purchase Agreement Signature Page
<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

JEFFERSON-PILOT LIFE INSURANCE COMPANY


By /s/ James E. McDonald, Jr.
   ---------------------------------
    Name: James E. McDonald, Jr.
    Title: Vice President

                     Note Purchase Agreement Signature Page

<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY


By /s/ James E. McDonald, Jr.
   ---------------------------------
    Name: James E. McDonald, Jr.
    Title: Vice President



                     Note Purchase Agreement Signature Page
<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

NEW YORK LIFE INSURANCE COMPANY


By /s/ Grant H. Davis
   ---------------------------------
    Name: Grant H. Davis
    Title: Investment Vice President





                     Note Purchase Agreement Signature Page
<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: New York Life Investment Management LLC, Its Investment Manager


By /s/ Grant H. Davis
   ---------------------------------
    Name: Grant H. Davis
    Title: Director







                     Note Purchase Agreement Signature Page
<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT
By:  New York Life Investment Management LLC, Its Investment Manager


By /s/ Grant H. Davis
   ---------------------------------
    Name: Grant H. Davis
    Title: Director









                     Note Purchase Agreement Signature Page
<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

METROPOLITAN LIFE INSURANCE COMPANY


By /s/ Timothy L. Powell
   ---------------------------------
   Name: Timothy L. Powell
   Title: Director




                     Note Purchase Agreement Signature Page
<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

JOHN HANCOCK LIFE INSURANCE COMPANY


By /s/ John C.S. Anderson
   ---------------------------------
    Name: John C.S. Anderson
    Title: Managing Director



                     Note Purchase Agreement Signature Page
<PAGE>


The foregoing is hereby
agreed to as of the
date thereof.

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY


By /s/ John C.S. Anderson
   ---------------------------------
   Name: John C.S. Anderson
   Title: Authorizing Signatory




                     Note Purchase Agreement Signature Page
<PAGE>


                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER

<TABLE>
<CAPTION>
                                                                                            Principal Amount of
 Name and Address of Purchaser                                                              Notes to be Purchased
 -----------------------------                                                              ---------------------
<S>                                                                                         <C>
AMERICAN GENERAL LIFE INSURANCE COMPANY                                                           $25,000,000

</TABLE>

(1)    All payments by wire transfer
       of immediately available
       funds, with sufficient information
       to identify the source and
       application of such funds, to:

       ABA# 011000028
       State Street Bank and Trust Company
       Boston, MA  02101
       Re:  American General Life Insurance Company
       A/C:  0125-880-5
       OBI = PPN # and description of payment
       Fund Number PA 40


(2)    All notices of payments and
       written confirmations of such
       wire transfers:

       American General Life Insurance Company and PA 40
       c/o State Street Bank Corporation
       Insurance Services
       801 Pennsylvania
       Kansas City, MO  64105
       Fax:  (816) 691-3619

(3)    All other communications and duplicate payment notices to:

       American General Life Insurance Company and PA 40
       c/o AIG Global Investment Corporation
       Attn:  Private Placement Department, A36-04
       P.O. Box 3247
       Houston, Texas  77253-3247



<PAGE>



       Overnight Mail Address:

       2929 Allen Parkway, A36-04
       Houston, TX  77019-2155
       Fax:  (713) 831-1072

       With copy to:

       AIG Global Investment Corporation
       Legal Department - Investment Management
       2929 Allen Parkway, Suite A36-01
       Houston, TX  77019-2155
       Fax:  (713) 831-2328

(4)    Tax I.D. Number:  25-0598210

(5)    Physical Delivery Instructions:

       DTC / New York Window
       55 Water Street
       New York, N.Y. 10041
       Attention: Robert Mendez
       Account: State Street
       Fund Name: AMERICAN GENERAL LIFE INSURANCE COMPANY
       Fund Number: PA 40

       Depositary Trust Company Instructions:

       DTC Participant # 0997
       Agent Bank ID # 20997
       Institution ID # 39456

       Fund Name: AMERICAN GENERAL LIFE INSURANCE COMPANY
       Fund Number: PA 40


<PAGE>


                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER
<TABLE>
<CAPTION>

                                                                                Principal Amount of
Name and Address of Purchaser                                                   Notes to be Purchased
-----------------------------                                                   ---------------------
<S>                                                                             <C>


AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY                                   $10,000,000
OF NEW YORK
</TABLE>

(1)    All payments by wire transfer
       of immediately available
       funds, with sufficient information
       to identify the source
       and application of such funds, to:

       ABA# 011001234/ BOS SAFE DEPO
       Federal Reserve Bank of Boston
       Boston, MA
       DDA # 169064
       Cost Center 1178
       Account Name: AI LIFE ASSURANCE COMPANY OF NEW YORK
       Account Number: AGIFLNY0012
       OBI=PPN # and description of payment
       P $ ______________, I $_________________


(2)    All notices of payments and
       written confirmations of such
       wire transfers:

       AIG Global Investment Group
       ATTN: Jennifer Lee / Kathleen Cosgrove
       160 Water Street, 15th Floor
       New York, NY  10038
       Tel: 212-820-4899 / 4913
       Fax:  212-820-4925

(3)    All other communications and duplicate payment notices to:

       American International Life Assurance Company of New York
       c/o AIG Global Investment Corporation
       Attn:  Private Placement Department, A36-04

<PAGE>

       P.O. Box 3247
       Houston, Texas  77253-3247
       Overnight Mail Address:

       2929 Allen Parkway, A36-04
       Houston, TX  77019-2155
       Fax:  (713) 831-1072

       With copy to:

       AIG Global Investment Corporation
       Legal Department - Investment Management
       2929 Allen Parkway, Suite A36-01
       Houston, TX  77019-2155
       Fax (713) 831-2328

(4)    Tax I.D. Number: 13-6101875

(5)    Physical Delivery Instructions:

       Mellon Bank
       Mellon Bank Securities Trust
       120 Broadway - 13th Floor
       New York, NY  10271
       Attn: Sue Klein
       Account Name: AI LIFE ASSURANCE COMPANY OF NEW YORK
       Account Number: AGIFLNY0012

       Depositary Trust Company Instructions:

       Depository Trust Company (DTC) Instructions:
       DTC Participation # 0954
       Agent Bank ID # 26017
       Institution ID # 30012
       Account Name: AI LIFE ASSURANCE COMPANY OF NEW YORK
       Account Number: AGIFLNY0012


<PAGE>


                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER

<TABLE>
<CAPTION>
                                                                                Principal Amount of
Name and Address of Purchaser                                                   Notes to be Purchased
-----------------------------                                                   ---------------------
<S>                                                                             <C>

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY                                         $24,000,000
</TABLE>


(1)    All payments by wire transfer of immediately available funds, with
       sufficient information to identify the source and application of such
       funds, to:

       ABA # 011000028
       State Street Bank and Trust Company
       Boston, MA  02101
       Re:  The Variable Annuity Life Insurance Company
       A/C:  0125-821-9
       OBI = PPN # and description of payment
       Fund Number PA 54

(2)    All notices of payments and
       written confirmations of such
       wire transfers:

       The Variable Annuity Life Insurance Company and PA 54
       c/o State Street Bank Corporation
       Insurance Services
       801 Pennsylvania

       Kansas City, MO  64105
       Fax:  (816) 691-3619

(3)    All other communications and duplicate payment notices to:

       The Variable Annuity Life Insurance Company and PA 54
       c/o AIG Global Investment Corporation
       Attn:  Private Placement Department, A36-04
       P.O. Box 3247
       Houston, Texas  77253-3247

<PAGE>

       Overnight Mail Address:

       2929 Allen Parkway, A36-04
       Houston, Texas  77019-2155
       Fax:  (713) 831-1072

       With copy to:

       AIG Global Investments Corporation
       Legal Department - Investment Management
       2929 Allen Parkway, Suite A36-01

       Houston, TX  77019-2155
       Fax:  (713) 831-2328

(4)    Tax I.D. Number:  74-1625348

(5)    Physical Delivery Instructions:

       DTC / New York Window
       55 Water Street
       New York, N.Y. 10041
       Attention: Robert Mendez
       Account: State Street

       Fund Name: THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
       Fund Number: PA 54:

       Depository Trust Company (DTC) Instructions:
       DTC Participant # 0997
       Agent Bank ID # 20997
       Institution ID # 39456
       Fund Name: THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
       Fund Number: PA 54

<PAGE>
                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER


<TABLE>
<CAPTION>
                                                            Principal Amount of
Name and Address of Purchaser                               Notes to be Purchased
-----------------------------                               ---------------------

<S>                                                         <C>
TEACHERS INSURANCE AND ANNUITY ASSOCIATION                  $62,000,000
OF AMERICA
</TABLE>

  (1) All payments by wire transfer of immediately available funds, with
      sufficient information to identify the source and application of such
      funds, to:

      Chase Manhattan Bank
      ABA#021000021
      New York, New York

      For deposit to the account of:
      Teachers Insurance and Annuity Association of America
      Account No. 900-9-000200
      For Further Credit to TIAA Account Number:  GO7040
      Reference: PPN #/Issuer/Mat. Date/Coupon Rate/P&I Breakdown


  (2) All notices of payments and
      written confirmations of such
      wire transfers:

      Contemporaneous with the electronic funds transfer, mail or fax the
      following information setting forth: (1) the full name, private placement
      number, interest rate and maturity date of the Notes, (2) the allocation
      of payment between principal, interest, premium and any special payment;
      and (3) the name and address of Bank (or Trustee) from which such transfer
      was sent, to:

      Teachers Insurance and Annuity Association of America
      730 Third Ave.
      New York, New York 10017
      Attn:  Securities Accounting Division
      Telephone:  (212) 916-6004
      Telecopy No. (212) 916-6955
<PAGE>
      With a copy to:
      Teachers Insurance and Annuity Association of America
      730 Third Ave.
      New York, New York 10017
      Attn: Marietta Moshiashvili
            Securities Division -- Private Placements
      Telephone:  (212) 916-4530
      Telecopy No. (212) 916-6901

  (3) All other communications and duplicate payment notices to:

      Teachers Insurance and Annuity Association of America
      730 Third Ave.
      New York, New York 10017
      Attn:  Securities Division, Private Placements
      Telecopy No. (212) 490-9000

  (4) Tax ID No. 13-1624203
<PAGE>
                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER


<TABLE>
<CAPTION>
                                                            Principal Amount of
Name and Address of Purchaser                               Notes to be Purchased
-----------------------------                               ---------------------

<S>                                                         <C>
TIAA-CREF LIFE INSURANCE COMPANY                            $2,000,000
</TABLE>


  (1) All payments by wire transfer of immediately available funds, with
      sufficient information to identify the source and application of such
      funds, to:

      Chase Manhattan Bank
      ABA#021000021
      New York, New York
      For deposit to the account of:
      TIAA-CREF Life Insurance Company
      Account No. 900-9-000200
      For Further Credit to Account Number:  GO8956
      Account Name:  TC Life Insurance -- Private Placements
      Reference: PPN #/Issuer/Mat. Date/Coupon Rate/P&I Breakdown


  (2) All notices of payments and
      written confirmations of such
      wire transfers:

      Contemporaneous with the electronic funds transfer, mail or fax the
      following information setting forth: (1) the full name, private placement
      number, interest rate and maturity date of the Notes, (2) the allocation
      of payment between principal, interest, premium and any special payment;
      and (3) the name and address of Bank (or Trustee) from which such transfer
      was sent, to:

      TIAA-CREF Life Insurance Company
      c/o Teachers Insurance and Annuity Association of America
      730 Third Ave.
      New York, New York 10017
      Attn:  Securities Accounting Division
      Telephone:  (212) 916-6004
<PAGE>
      Telecopy No. (212) 916-6955

      With a copy to:
      TIAA-CREF Life Insurance Company
      c/o Teachers Insurance and Annuity Association of America
      730 Third Ave.
      New York, New York 10017
      Attn: Marietta Moshiashvili
            Securities Division -- Private Placements
      Telephone:  (212) 916-4530
      Telecopy No. (212) 916-6901

  (3) All other communications and duplicate payment notices to:

      TIAA-CREF Life Insurance Company
      c/o Teachers Insurance and Annuity Association of America
      730 Third Ave.
      New York, New York 10017
      Attn:  Securities Division, Private Placements
      Telecopy No. (212) 490-9000

  (4) Tax ID No. 13-3917848
<PAGE>
                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER


<TABLE>
<CAPTION>
                                                            Principal Amount of
Name and Address of Purchaser                               Notes to be Purchased
-----------------------------                               ---------------------

<S>                                                         <C>
JEFFERSON-PILOT LIFE INSURANCE COMPANY                      $10,000,000
</TABLE>


  (1) All payments by wire transfer of immediately available funds, to:

      Jefferson-Pilot Life Insurance Company
      c/o The Bank of New York
      ABA 021000018 BNF: IOC566
      Custody Account 186100
      Attention: P&I Department

      Such wire transfer shall identify the issue to which the payment relates
      and shall identify the amount of principal interest and premium.

  (2) All notices to:

      Jefferson-Pilot Life Insurance Company
      Post Office Box 20407
      Greensboro, North Carolina  27420
      Attention: Securities Administration
      FAX: (336) 691-3025

      For hand delivery:

      100 North Greene Street
      Greensboro, North Carolina  27401
      Attention: Securities Administration


  (3) All bank correspondence to::

      Jefferson-Pilot Life Insurance Company
      c/o The Bank of New York
      Attention: P&I Department
      Post Office Box 19266
<PAGE>
      Newark, New Jersey  07195

      With copy to Purchaser at address for all notices above.


  (4) Tax I.D. Number:  56-0359860

  (5) Physical Delivery Instructions:

      Bank of New York
      One Wall Street
      3rd Floor Window A
      For Jefferson-Pilot Life Account # 186100
      New York, New York  10286

      With copy to Purchaser at address for all notices above.
<PAGE>
                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER


<TABLE>
<CAPTION>
                                                            Principal Amount of
Name and Address of Purchaser                               Notes to be Purchased
-----------------------------                               ---------------------

<S>                                                         <C>
JEFFERSON PILOT FINANCIAL INSURANCE COMPANY                 $10,000,000
</TABLE>


  (1) All payments by wire transfer of immediately available funds, to:

      Jefferson Pilot Financial Insurance Company
      c/o The Bank of New York
      ABA 021000018 BNF: IOC566
      FURTHER CREDIT ACCT 060352
      Attention: P&I Department

      Such wire transfer shall identify the issue to which the payment relates
      and shall identify the amount of principal interest and premium.

  (2) All notices to:

      Jefferson Pilot Financial Insurance Company
      Post Office Box 20407
      Greensboro, North Carolina  27420
      Attention:  Securities Administration
      FAX: (336) 691-3025

      For hand delivery:

      100 North Greene Street
      Greensboro, North Carolina  27401
      Attention: Securities Administration


  (3) All bank correspondence to::

      Jefferson Pilot Financial Insurance Company
      c/o The Bank of New York
      Attention:  P&I Department
      Post Office Box 19266
<PAGE>
      Newark, New Jersey  07195

      With copy to Purchaser at address for all notices above.


  (4) Tax I.D. Number:  62-0395665

  (5) Physical Delivery Instructions:

      Bank of New York
      One Wall Street
      3rd Floor Window A
      For Jefferson Pilot Financial Account # 060352
      New York, New York  10286

      With copy to Purchaser at address for all notices above.
<PAGE>
                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER


<TABLE>
<CAPTION>
                                                            Principal Amount of
Name and Address of Purchaser                               Notes to be Purchased
-----------------------------                               ---------------------

<S>                                                         <C>
NEW YORK LIFE INSURANCE COMPANY                             $25,500,000
</TABLE>


  (1) All payments by wire transfer
      of immediately available
      funds to:

      Chase Manhattan Bank
      New York, New York  10019
      ABA No. 021-000-021
      Credit: New York Life Insurance Company
      General Account No. 008-9-00687


      with sufficient information (including issuer, PPN number, interest rate,
      maturity and whether payment is of principal, premium, or interest) to
      identify the source and application of such funds.

  (2) All notices of payments and
      written confirmations of such
      wire transfers:

      New York Life Insurance Company
      c/o New York Life Investment Management LLC
      51 Madison Avenue
      New York, New York 10010-1603

      Attention:  Financial Management and Operations Group
                  Securities Operations
                  2nd Floor
                  Fax #: (212) 447-4160

  (3) All other communications to:

      New York Life Insurance Company
      c/o New York Life Investment Management LLC
<PAGE>
      51 Madison Avenue
      New York, New York 10010

      Attention:  Securities Investment Group
                  Private Finance
                  2nd Floor
                  Fax #: (212) 447-4122

      With a copy of any notices regarding defaults or Events of Default under
      the operative documents to:

      New York Life Insurance Company
      c/o New York Life Investment Management LLC
      51 Madison Avenue
      New York, New York 10010

      Attention:  Office of General Counsel
                  Investment Section, Room 1107
                  Fax #: (212) 576-8340

  (4) Tax I.D. Number:  13-5582869
<PAGE>
                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER


<TABLE>
<CAPTION>
                                                            Principal Amount of
Name and Address of Purchaser                               Notes to be Purchased
-----------------------------                               ---------------------

<S>                                                         <C>
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION             $8,000,000
</TABLE>


  (1) All payments by wire transfer
      of immediately available
      funds to:

      Chase Manhattan Bank
      New York, New York  10019
      ABA No. 021-000-021
      Credit: New York Life Insurance and Annuity Corporation
      General Account No. 323-8-47382


      with sufficient information (including issuer, PPN number, interest rate,
      maturity and whether payment is of principal, premium, or interest) to
      identify the source and application of such funds.

  (2) All notices of payments and
      written confirmations of such
      wire transfers:

      New York Life Insurance and Annuity Corporation
      c/o New York Life Investment Management LLC
      51 Madison Avenue
      New York, New York 10010-1603

      Attention:  Financial Management and Operations Group
                  Securities Operations
                  2nd Floor
                  Fax #: (212) 447-4160

  (3) All other communications to:

      New York Life Insurance and Annuity Corporation
      c/o New York Life Investment Management LLC
<PAGE>
      51 Madison Avenue
      New York, New York 10010-1603

      Attention:  Securities Investment Group
                  Private Finance
                  2nd Floor
                  Fax #: (212) 447-4122

      With a copy of any notices regarding defaults or Events of Default under
      the operative documents to:

      New York Life Insurance Company
      c/o New York Life Investment Management LLC
      51 Madison Avenue
      New York, New York 10010

      Attention:  Office of General Counsel
                  Investment Section, Room 1107
                  Fax #: (212) 576-8340

  (4) Tax I.D. Number:  13-3044743
<PAGE>
                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER


<TABLE>
<CAPTION>
                                                            Principal Amount of
Name and Address of Purchaser                               Notes to be Purchased
-----------------------------                               ---------------------

<S>                                                         <C>
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION             $500,000
INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT
</TABLE>

  (1) All payments by wire transfer
      of immediately available
      funds to:

      Chase Manhattan Bank
      New York, New York  10019
      ABA No. 021-000-021
      Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED
      General Account No. 323-8-39002


      with sufficient information (including issuer, PPN number, interest rate,
      maturity and whether payment is of principal, premium, or interest) to
      identify the source and application of such funds.

  (2) All notices of payments and
      written confirmations of such
      wire transfers:

      New York Life Insurance and Annuity Corporation
      Institutionally Owned Life Insurance Separate Account
      c/o New York Life Investment Management LLC
      51 Madison Avenue
      New York, New York 10010-1603

      Attention:  Financial Management and Operations Group
                  Securities Operations
                  2nd Floor
                  Fax #: (212) 447-4160

  (3) All other communications to:

      New York Life Insurance and Annuity Corporation
<PAGE>
      Institutionally Owned Life Insurance Separate Account
      c/o New York Life Investment Management LLC
      51 Madison Avenue
      New York, New York 10010-1603

      Attention:  Securities Investment Group
                  Private Finance
                  2nd Floor
                  Fax #: (212) 447-4122

      With a copy of any notices regarding defaults or Events of Default under
      the operative documents to:

      New York Life Insurance Company
      c/o New York Life Investment Management LLC
      51 Madison Avenue
      New York, New York 10010

      Attention:  Office of General Counsel
                  Investment Section, Room 1107
                  Fax #: (212) 576-8340

  (4) Tax I.D. Number:  13-3044743
<PAGE>
                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER


<TABLE>
<CAPTION>
                                                            Principal Amount of
Name and Address of Purchaser                               Notes to be Purchased
-----------------------------                               ---------------------

<S>                                                         <C>
METROPOLITAN LIFE INSURANCE COMPANY                         $49,000,000
</TABLE>


  (1) All payments by wire transfer
      of immediately available
      funds to:

      JPMorgan Chase Bank
      ABA No.       021-000-021
      Account No.:  002-2-410591
      Account Name: Metropolitan Life Insurance Company
      Ref:          Tampa Electric Company Senior Unsecured Notes due 4/10/16


      with sufficient information to identify the source and application of such
      funds, including issuer, PPN#, interest rate, maturity and whether payment
      is of principal, interest, make whole amount or otherwise.

      For all payments other than scheduled payments of principal and interest,
      the Company shall seek instructions from the holder, and in the absence of
      instructions to the contrary, will make such payments to the account and
      in the manner set forth above.

  (2) All notices and communications to:

      Metropolitan Life Insurance Company
      Investments, Private Placements
      10 Park Avenue
      Morristown, New Jersey 07962-1902
      Attention:  Director
      Facsimile (973) 355-4250

      With a copy other than with respect to deliveries of financial statements
to:

      Metropolitan Life Insurance Company
      10 Park Avenue
      Morristown, New Jersey 07962-1902
<PAGE>
      Attention: Chief Counsel-Securities Investments (PRIV)
      Facsimile (973) 355-4338
  (3) Tax I.D. Number:  13-5581829

  (4) Physical Delivery Instructions:

      Metropolitan Life Insurance Company
      Securities Investments, Law Department
      10 Park Avenue
      Morristown, New Jersey 07962-1902
      Attention:  Sandip Khosla, Esq.
<PAGE>
                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER


<TABLE>
<CAPTION>
                                                            Principal Amount of
Name and Address of Purchaser                               Notes to be Purchased
-----------------------------                               ---------------------

<S>                                                         <C>
JOHN HANCOCK LIFE INSURANCE COMPANY                         $19,500,000
</TABLE>


  (1) All payments by wire transfer
      of immediately available
      funds to:

      Fleet Boston
      ABA No. 011000390
      Boston, Massachusetts 02110
      Account of:  John Hancock Life Insurance Co. Private Placement Collection
                   Acct.
      Account Number: 541-55417
      On Order of:  Tampa Electric Company, 875127 B# 8
      Full Name, interest rate and maturity date of Notes or other obligations


      Wire Deadline:  12 noon, Boston time

      All payments on account of the Notes or other obligations in accordance
      with the provisions thereof shall be made by bank wire or transfer of
      immediately available funds for credit by 12 noon, Boston time.

 (2)  All notices and communications regarding scheduled payments, unscheduled
      prepayments and notice of maturity to:

      John Hancock Life Insurance Company
      200 Clarendon Street
      Boston, MA 02117
      Attn:  Investment Accounting Division, B-3
      Fax:  (617) 572-0628

      And

      John Hancock Life Insurance Company
      200 Clarendon Street
      Boston, MA 02117
<PAGE>
      Attn:  H. Paganis/K. Boyce, T-57
      Fax:  (617) 572-5495
      Include:

      (a) full name, interest rate and maturity date of the Notes or other
      obligations

      (b) allocation of payment between principal and interest and any special
      payment

      (c) name and address of Bank (or Trustee) from which the wire transfer was
      sent

  (3) All notices and communications regarding financial statements and
      certificates of compliance with financial covenants to:

      John Hancock Life Insurance Company
      200 Clarendon Street
      Boston, MA 02117
      Attn: Bond and Corporate Finance Group, T-57
      Fax:  (617) 572-1605

 (4)  All notices and communications regarding change in Issuer's name, address
      or principal place of business, change of location of collateral or copy
      of legal opinions to:

      John Hancock Life Insurance Company
      200 Clarendon Street
      Boston, MA 02117
      Attn:  Investment Law Division, T-30
      Fax: (617) 572-9269

  (5) Tax I.D. Number:  04-1414660

  (6) Physical Delivery Instructions:

      All securities are to be sent for receipt the day after the closing to:

      John Hancock Life Insurance Company
      200 Clarendon Street, T-30
      Boston, MA 02117
      Attn:  General Counsel

 (7)  Promptly after the closing (but no later than one week thereafter), one
      (1) fully executed original counterparty of the principal agreement (Note
      Purchase Agreement, Participation Agreement, etc.) and promptly after the
      closing (but no later than 2 months thereafter), one set of original
      closing documents and 5 sets of bound, conformed copies of the principal
      operative documents are to be sent to:

      John Hancock Life Insurance Company
<PAGE>
      200 Clarendon Street
      Boston, MA 02117
      Attn:  Investment Law Paralegal, Unit, T-30
<PAGE>
                                   SCHEDULE A

                        INFORMATION RELATING TO PURCHASER


<TABLE>
<CAPTION>
                                                            Principal Amount of
Name and Address of Purchaser                               Notes to be Purchased
-----------------------------                               ---------------------

<S>                                                         <C>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY                $4,500,000
</TABLE>


  (1) All payments by wire transfer
      of immediately available
      funds to:

      Fleet Boston
      ABA No. 011000390
      Boston, Massachusetts 02110
      Account of:  John Hancock Life Insurance Co. Private Placement Collection
                   Acct.
      Account Number: 541-55417
      On Order of:  Tampa Electric Company, 875127 B# 8
      Full Name, interest rate and maturity date of Notes or other obligations


      Wire Deadline:  12 noon, Boston time

      All payments on account of the Notes or other obligations in accordance
      with the provisions thereof shall be made by bank wire or transfer of
      immediately available funds for credit by 12 noon, Boston time.

 (2)  All notices and communications regarding scheduled payments, unscheduled
      prepayments and notice of maturity to:

      John Hancock Variable Life Insurance Company
      200 Clarendon Street
      Boston, MA 02117
      Attn:  Investment Accounting Division, B-3
      Fax:  (617) 572-0628

      And

      John Hancock Life Insurance Company
      200 Clarendon Street
      Boston, MA 02117
<PAGE>
      Attn:  H. Paganis/K. Boyce, T-57
      Fax:  (617) 572-5495
      Include:

      (a) full name, interest rate and maturity date of the Notes or other
      obligations

      (b) allocation of payment between principal and interest and any special
      payment

      (c) name and address of Bank (or Trustee) from which the wire transfer was
      sent

  (3) All notices and communications regarding financial statements and
      certificates of compliance with financial covenants to:

      John Hancock Life Insurance Company
      200 Clarendon Street
      Boston, MA 02117
      Attn: Bond and Corporate Finance Group, T-57
      Fax:  (617) 572-1605

 (4)  All notices and communications regarding change in Issuer's name, address
      or principal place of business, change of location of collateral or copy
      of legal opinions to:

      John Hancock Life Insurance Company
      200 Clarendon Street
      Boston, MA 02117
      Attn:  Investment Law Division, T-30
      Fax: (617) 572-9269

  (5) Tax I.D. Number:  04-2664016

  (6) Physical Delivery Instructions:

      All securities are to be sent for receipt the day after the closing to:

      John Hancock Life Insurance Company
      200 Clarendon Street, T-30
      Boston, MA 02117
      Attn:  General Counsel


 (7)  Promptly after the closing (but no later than one week thereafter), one
      (1) fully executed original counterparty of the principal agreement (Note
      Purchase Agreement, Participation Agreement, etc.) and promptly after the
      closing (but no later than 2 months thereafter), one set of original
      closing documents and 5 sets of bound, conformed copies of the principal
      operative documents are to be sent to:

      John Hancock Life Insurance Company
<PAGE>
      200 Clarendon Street
      Boston, MA 02117
      Attn:  Investment Law Paralegal, Unit, T-30
<PAGE>
                                   SCHEDULE B
                                  DEFINED TERMS

   As used herein, the following terms have the respective meanings set forth
   below or set forth in the Section hereof following such term:

      "AFFILIATE" means, at any time, and with respect to any Person, (a) any
   other Person that at such time directly or indirectly through one or more
   intermediaries Controls, or is Controlled by, or is under common Control
   with, such first Person, and (b) any Person beneficially owning or holding,
   directly or indirectly, 10% or more of any class of voting or equity
   interests of the Company or any Subsidiary or any corporation of which the
   Company and its Subsidiaries beneficially own or hold, in the aggregate,
   directly or indirectly, 10% or more of any class of voting or equity
   interests. As used in this definition, "Control" means the possession,
   directly or indirectly, of the power to direct or cause the direction of the
   management and policies of a Person, whether through the ownership of voting
   securities, by contract or otherwise. Unless the context otherwise clearly
   requires, any reference to an "Affiliate" is a reference to an Affiliate of
   the Company.

            "APPLICABLE RATE" means 6.25% per annum, provided that if, and so
   long as, either the rating of S&P shall fall below BBB- or of Moody's shall
   fall below Baa3 with respect to the Company's long-term unsecured
   indebtedness, then "Applicable Rate" shall mean 7.50%.

            "BUSINESS DAY" means any day other than a Saturday, a Sunday or a
   day on which commercial banks in New York City are required or authorized to
   be closed.

            "CAPITAL LEASE" means, at any time, a lease with respect to which
   the lessee is required concurrently to recognize the acquisition of an asset
   and the incurrence of a liability in accordance with GAAP.

            "CAPITALIZED LEASE OBLIGATIONS" means, as to any Person, all rental
   obligations as lessee which, under GAAP, are or will be required to be
   capitalized on the books of such Person, in each case taken at the amount
   thereof accounted for as indebtedness in accordance with GAAP.

            "CAPITALIZATION" means, as to the Company, the sum of Total Debt and
   Consolidated Shareholders Equity, in each case, as of the date of any
   determination thereof.

            "CLOSING" is defined in Section 3.

            "CODE" means the Internal Revenue Code of 1986, as amended from time
   to time, and the rules and regulations promulgated thereunder from time to
   time.

            "COMPANY" means Tampa Electric Company, a Florida corporation, or
   any successor thereto that shall have become such in the manner prescribed in
   Section 10.2.

            "CONFIDENTIAL INFORMATION" is defined in Section 20.
<PAGE>
            "CONSOLIDATED SHAREHOLDERS EQUITY" means, as of the date of any
   determination, the consolidated tangible net worth of the Company and its
   Subsidiaries, and including amounts attributable to (a) junior subordinated
   debentures, provided that such junior subordinated debentures have
   subordination and deferral features substantially similar to those in the
   TECO Subordinated Debentures; and (b) preferred stock to the extent excluded
   from Total Debt, minus the value of minority interests in any of Company's
   subsidiaries, and disregarding unearned compensation associated with
   Company's employee stock ownership plan or other benefit plans, foreign
   currency translation adjustments and other comprehensive income adjustments,
   all determined in accordance with GAAP.

            "CONTINGENT OBLIGATION" means, as to any Person, any obligation of
   such Person guaranteeing any Indebtedness or lease obligation (each a
   "primary obligation") of any other Person (the "primary obligor") in any
   manner, whether directly or indirectly, including any obligation of such
   Person, whether or not contingent, (a) to purchase any such primary
   obligation or any property constituting direct or indirect security therefor,
   (b) to advance or supply funds (i) for the purchase or payment of any such
   primary obligation or (ii) to maintain working capital or equity capital of
   the primary obligor or otherwise to maintain the net worth or solvency of the
   primary obligor or (c) otherwise to assure or hold harmless the holder of
   such primary obligation against loss in respect thereof; provided, however,
   that the term Contingent Obligation shall not include endorsements of
   instruments for deposit or collection in the ordinary course of business. The
   amount of any Contingent Obligation shall be deemed to be the maximum
   probable liability in respect thereof (assuming such Person is required to
   perform thereunder) as determined in good faith by Borrower in accordance
   with GAAP.

            "DEFAULT" means an event or condition the occurrence or existence of
   which would, with the lapse of time or the giving of notice or both, become
   an Event of Default.

            "DEFAULT RATE" means that rate of interest that is 2% per annum
   above the Applicable Rate.

            "ENVIRONMENTAL LAWS" means any and all Federal, state, local, and
   foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
   decrees, permits, concessions, grants, franchises, licenses, agreements or
   governmental restrictions relating to pollution and the protection of the
   environment or the release of any materials into the environment, including
   but not limited to those related to hazardous substances or wastes, air
   emissions and discharges to waste or public systems.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
   as amended from time to time, and the rules and regulations promulgated
   thereunder from time to time in effect.

            "ERISA AFFILIATE" means any trade or business (whether or not
   incorporated) that is treated as a single employer together with the Company
   under section 414 of the Code.

            "EVENT OF DEFAULT" is defined in Section 11.
<PAGE>
            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            "FIRST MORTGAGE BONDS" means the first mortgage bonds of the Company
   issued under an Indenture of Mortgage dated as of August 1, 1946 as
   supplemented and amended.

            "GAAP" means generally accepted accounting principles as in effect
   from time to time in the United States of America.

            "GOVERNMENTAL AUTHORITY" means (a) the government of (i) the United
   States of America or any State or other political subdivision thereof, or
   (ii) any jurisdiction in which the Company or any Subsidiary conducts all or
   any part of its business, or which asserts jurisdiction over any properties
   of the Company or any Subsidiary, or (b) any entity exercising executive,
   legislative, judicial, regulatory or administrative functions of, or
   pertaining to, any such government (including the Florida Public Service
   Commission and any successor thereto).

            "GUARANTY" means, with respect to any Person, any obligation (except
   the endorsement in the ordinary course of business of negotiable instruments
   for deposit or collection) of such Person guaranteeing or in effect
   guaranteeing any indebtedness, dividend or other obligation of any other
   Person in any manner, whether directly or indirectly, including (without
   limitation) obligations incurred through an agreement, contingent or
   otherwise, by such Person:

      (a) to purchase such indebtedness or obligation or any property
   constituting security therefor;

      (b)to advance or supply funds (i) for the purchase or payment of such
   indebtedness or obligation, or (ii) to maintain any working capital or other
   balance sheet condition or any income statement condition of any other Person
   or otherwise to advance or make available funds for the purchase or payment
   of such indebtedness or obligation;

      (c)to lease properties or to purchase properties or services primarily for
   the purpose of assuring the owner of such indebtedness or obligation of the
   ability of any other Person to make payment of the indebtedness or
   obligation; or

      (d)otherwise to assure the owner of such indebtedness or obligation
   against loss in respect thereof.

            In any computation of the indebtedness or other liabilities of the
   obligor under any Guaranty, the indebtedness or other obligations that are
   the subject of such Guaranty shall be assumed to be direct obligations of
   such obligor.

            "HAZARDOUS MATERIAL" means any and all pollutants, toxic or
   hazardous wastes or any other substances that might pose a hazard to health
   or safety, the removal of which may be required or the generation,
   manufacture, refining, production, processing, treatment, storage, handling,
   transportation, transfer, use, disposal, release, discharge, spillage,
   seepage, or
<PAGE>
   filtration of which is or shall be restricted, prohibited or penalized by any
   applicable law (including, without limitation, asbestos, urea formaldehyde
   foam insulation and polychlorinated biphenyls).

            "HEDGE TRANSACTIONS" means transactions under any interest swap
   agreements, caps, collars or other interest rate hedging mechanisms.

            "HOLDER" means, with respect to any Note, the Person in whose name
   such Note is registered in the register maintained by the Company pursuant to
   Section 13.1.

            "INDEBTEDNESS" with respect to any Person means, at any time,
   without duplication, (a) all indebtedness of such Person for borrowed money,
   (b) the deferred purchase price of assets or services which in accordance
   with GAAP would be shown on the liability side of the balance sheet of such
   Person, (c) the face amount of all letters of credit issued for the account
   of such Person (other than letters of credit issued to secure a financial
   obligation of such Person to the extent such obligation is not outstanding at
   the time) and all unreimbursed drafts drawn thereunder, (d) all Indebtedness
   of another Person secured by any Lien on any property owned by such Person,
   whether or not such Indebtedness has been assumed by such Person, (e) all
   Capitalized Lease Obligations of such Person, (f) all obligations of such
   Person under any subscription or similar agreement, (g) the discounted
   present value of all obligations of such Person (other than the Borrower)
   payable under agreements for the payment of a specified purchase price for
   the purchase and resale of power whether or not delivered or accepted, i.e.,
   take-or-pay and similar obligations, (h) any unfunded or underfunded
   obligation subject to the minimum funding standards of Section 412 of the
   Code of such Person to any "employee pension benefit plan" (as defined in
   Section 3(2) of ERISA) maintained at any time, or contributed to, by such
   Person or any other Person which is under common control (within the meaning
   of Section 414(b) or (c) of the Code) with such Person, (i) all Contingent
   Obligations of such Person and (j) all obligations of such Person in respect
   of Hedge Transactions; provided, however, that Indebtedness shall
   specifically exclude accounts payable arising in the ordinary course of
   business.

            "INSTITUTIONAL INVESTOR" means (a) any original purchaser of a Note,
   (b) any holder of a Note holding more than 5% of the aggregate principal
   amount of the Notes then outstanding, and (c) any bank, trust company,
   savings and loan association or other financial institution, any pension
   plan, any investment company, any insurance company, any broker or dealer, or
   any other similar financial institution or entity, regardless of legal form.

            "INTEREST PAYMENT DATE" means (i) each April 15 and October 15, of
   each calendar year commencing on October 15, 2003 and (ii) the Maturity Date,
   or, in each such case, if such day is not a Business Day, then the next
   succeeding Business Day.

            "LIEN" means, with respect to any Person, any mortgage, lien,
   pledge, charge, security interest or other encumbrance, or any interest or
   title of any vendor, lessor, lender or other secured party to or of such
   Person under any conditional sale or other title retention agreement or
   Capital Lease, upon or with respect to any property or asset of such Person
<PAGE>
   (including in the case of stock, stockholder agreements, voting trust
   agreements and all similar arrangements).

            "MAKE-WHOLE AMOUNT" is defined in Section 8.6.

            "MATERIAL" means material in relation to the business, operations,
   affairs, financial condition, assets, properties, or prospects of the Company
   and its Subsidiaries taken as a whole.

            "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
   business, operations, affairs, financial condition, assets or properties of
   the Company and its Subsidiaries taken as a whole, or (b) the ability of the
   Company to perform its obligations under this Agreement and the Notes, or (c)
   the validity or enforceability of this Agreement or the Notes.

            "MATURITY DATE" means April 11, 2016.

            "MEMORANDUM" is defined in Section 5.3.

            "MOODY'S" means Moody's Investor Service, Inc. or any successor
   thereto.

            "MULTIEMPLOYER PLAN" means any Plan that is a "multiemployer plan"
   (as such term is defined in section 4001(a)(3) of ERISA).

            "NON-RECOURSE INDEBTEDNESS" means Indebtedness which is not an
   obligation of, and is otherwise without recourse to, the assets or revenues
   of the Company or any Subsidiary of the Company.

            "NOTES" is defined in Section 1.

            "OFFICER'S CERTIFICATE" means a certificate of a Senior Financial
   Officer or of any other officer of the Company whose responsibilities extend
   to the subject matter of such certificate.

            "OTHER AGREEMENTS" is defined in Section 2.

            "OTHER PURCHASERS" is defined in Section 2.

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
   and defined in ERISA or any successor thereto.

            "PERSON" means an individual, partnership, corporation, limited
   liability company, association, trust, unincorporated organization, or a
   government or agency or political subdivision thereof.

            "PLAN" means an "employee benefit plan" (as defined in section 3(3)
   of ERISA) that is or, within the preceding five years, has been established
   or maintained, or to which contributions are or, within the preceding five
   years, have been made or required to be made, by the
<PAGE>
   Company or any ERISA Affiliate or with respect to which the Company or any
   ERISA Affiliate may have any liability.

            "PREFERRED STOCK" means any class of capital stock of a corporation
   that is preferred over any other class of capital stock of such corporation
   as to the payment of dividends or the payment of any amount upon liquidation
   or dissolution of such corporation.

            "PROPERTY" or "PROPERTIES" means, unless otherwise specifically
   limited, real or personal property of any kind, tangible or intangible,
   choate or inchoate.

            "PTE" means a Prohibited Transaction Exemption issued by the
   Department of Labor.

            "QPAM EXEMPTION" means Prohibited Transaction Class Exemption 84-14
   issued by the United States Department of Labor.

            "REDEEMABLE PREFERRED STOCK" means, with respect to the Preferred
   Stock of any Person, each share of such Persons' Preferred Stock that is:

            (a) redeemable, payable or required to be purchased or otherwise
   retired or extinguished, or convertible into Indebtedness of such Person (i)
   at a fixed or determinable date, whether by operation of sinking fund or
   otherwise, (ii) at the option of any Person other than such Person, or (iii)
   upon the occurrence of a condition not solely within the control of such
   Person; or

            (b)   convertible into other Redeemable Preferred Stock.

            "REQUIRED HOLDERS" means, at any time, the holders of at least 51%
   in principal amount of the Notes at the time outstanding (exclusive of Notes
   then owned by the Company or any of its Affiliates).

            "RESPONSIBLE OFFICER" means any Senior Financial Officer and any
   other officer of the Company with responsibility for the administration of
   the relevant portion of this agreement.

            "S&P" means Standard and Poor's Rating Services, a division of the
   McGraw-Hill Companies, Inc., or any successor thereto.

            "SECURITIES ACT" means the Securities Act of 1933, as amended from
   time to time.

            "SENIOR FINANCIAL OFFICER" means the chief financial officer,
   principal accounting officer, treasurer or comptroller of the Company.

            "SUBSIDIARY" means, as to any Person, any corporation, association
   or other business entity in which such Person or one or more of its
   Subsidiaries or such Person and one or more of its Subsidiaries owns
   sufficient equity or voting interests to enable it or them (as a group)
   ordinarily, in the absence of contingencies, to elect a majority of the
   directors (or Persons performing similar functions) of such entity, and any
   partnership or joint venture if
<PAGE>
   more than a 50% interest in the profits or capital thereof is owned by such
   Person or one or more of its Subsidiaries or such Person and one or more of
   its Subsidiaries (unless such partnership or joint venture can and does
   ordinarily take major business actions without the prior approval of such
   Person or one or more of its Subsidiaries). Unless the context otherwise
   clearly requires, any reference to a "Subsidiary" is a reference to a
   Subsidiary of the Company.

            "TECO" means TECO Energy, Inc., a Florida corporation.

            "TECO SUBORDINATED DEBENTURES" means the 8.50% Junior Subordinate
   Notes due 2041, issued by TECO on December 20, 2000, in the original
   principal amount of $206,200,000.

            "TOTAL DEBT" means, without duplication, Indebtedness of the Company
   and its Subsidiaries determined on a consolidated basis outstanding at the
   date of any determination thereof, but expressly excluding (a) Non-Recourse
   Indebtedness of the Company and its Subsidiaries, and (b) junior subordinated
   debentures issued by the Company and its Subsidiaries, provided that such
   junior subordinated debentures have subordination and deferral features
   substantially similar to those in the TECO Subordinated Debentures, and (c)
   preferred stock of Company and its Subsidiaries in an amount not to exceed
   10% of the Company's Capitalization on such date.

            "WHOLLY-OWNED SUBSIDIARY" means, at any time, any Subsidiary one
   hundred percent (100%) of all of the equity interests (except directors'
   qualifying shares) and voting interests of which are owned by any one or more
   of the Company and the Company's other Wholly-Owned Subsidiaries at such
   time.
<PAGE>
                                  SCHEDULE 4.9

                         CHANGES IN CORPORATE STRUCTURE



None.
<PAGE>
                                  SCHEDULE 5.3

                              DISCLOSURE MATERIALS



None.
<PAGE>
                                  SCHEDULE 5.4

              SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK



OFFICERS AND DIRECTORS
TAMPA ELECTRIC COMPANY

<TABLE>
<CAPTION>
Directors
<S>                           <C>
D. Ausley                     Director
S. L. Baldwin                 Director
R. D. Fagan                   Director
J. L. Ferman, Jr.             Director
L. Guinot, Jr.                Director
I. D. Hall                    Director
S. W. Hudson                  Director
T. L. Rankin                  Director
W. D. Rockford                Director
W. P. Sovey                   Director
J. T. Touchton                Director
J. A. Urquhart                Director
J. O. Welch, Jr.              Director
</TABLE>

<TABLE>
<CAPTION>
Officers
<S>                           <C>
R. D. Fagan                   Chairman of the Board and Chief Executive Officer

J. B. Ramil                   President
W. N. Cantrell                President-Peoples Gas System
G. L. Gillette                Senior Vice President-Finance and Chief Financial Officer
P. L. Barringer               Vice President-Controller (Principal Accounting Officer)
                               and Assistant Secretary
C. E. Childress               Vice President-Human Resources
W. W. Hopkins                 Vice President-Corporate Communications
S. W. Callahan                Treasurer and Assistant Secretary
S. M. McDevitt                General Counsel
D. E. Schwartz                Secretary
S. A. Myers                   Tax Officer
</TABLE>




<TABLE>
<CAPTION>
Tampa Electric Division Officers
<S>                           <C>
C. R. Black                   Vice President-Energy Supply, Engineering and Construction
M. N. Dominguez               Vice President-Chief Information Officer
T. L. Hernandez               Vice President-Energy Delivery
</TABLE>
<PAGE>
<TABLE>
<S>                           <C>
H. W. Smith                   Vice President-Energy Supply, Trading and Services
W. T. Whale                   Vice President-Energy Supply, Operations
K. M. Mincey                  Assistant Vice President-Information Technology
</TABLE>


<TABLE>
<CAPTION>
Peoples Gas System Division Officers
<S>                           <C>
W. N. Cantrell                President
M. J. Pennino                 Vice President-Operations
F. J. Sivard                  Vice President-Accounting and Regulatory
</TABLE>




SUBSIDIARIES OF THE COMPANY

<TABLE>
<CAPTION>
NAME/HEADQUARTER'S MAILING
          ADDRESS                  JURISDICTION            PERCENTAGE OWNED
          -------                  ------------            ----------------
<S>                                <C>                 <C>
TERMCO, Inc.                         Florida                      100
702 N. Franklin Street                                 by Tampa Electric Company
Tampa, FL 33602

Power Engineering &                  Florida                      100
Construction, Inc.                                     by Tampa Electric Company
702 N. Franklin Street
Tampa, FL 33602
</TABLE>


See attached chart for a list of the Company's other Affiliates
<PAGE>
                                  SCHEDULE 5.5

                              FINANCIAL STATEMENTS



The Company's consolidated financial statements for the three fiscal years ended
December 31, 2002 audited by PricewaterhouseCoopers, LLP contained in the Tampa
Electric Company and TECO Energy, Inc. combined Annual Report on Form 10-K filed
with the Securities and Exchange Commission, beginning on page 104 of such
report.
<PAGE>
                                  SCHEDULE 5.8

                               CERTAIN LITIGATION



None.
<PAGE>
                                  SCHEDULE 5.11

                                  PATENTS, ETC.



None.
<PAGE>
                                  SCHEDULE 5.12

                             ERISA PLAN OBLIGATIONS



The post retirement net benefit obligation for the Company and its subsidiaries
is described in Footnote H to the audited financial statements for the year
ended December 31, 2002. The annual payments associated with other
postretirement benefit obligations of the Company and its Subsidiaries are not
Material. The Company has the right to terminate or modify the plans in whole or
in part at any time.
<PAGE>
                                  SCHEDULE 5.15

                         EXISTING INDEBTEDNESS AND LIENS

(a) Existing Unsecured Indebtedness

                             TAMPA ELECTRIC COMPANY

<TABLE>
<CAPTION>
(millions)                                                  Due          Amount
Unsecured Indebtedness outstanding as of Dec. 31, 2002                 Outstanding
<S>                                                       <C>          <C>
TAMPA ELECTRIC
Installment contracts payable (1):
   5.1% Refunding bonds (effective rate of 5.78%) (2)      10/1/2013    $     60.7
   5.5% Refunding bonds (effective rate of 6.35%) (2)      10/1/2023          86.4
Notes: 6.875% (effective rate of 6.98%) (3)                6/15/2012         210.0
Notes: 6.375% (effective rate of 7.34%) (3)                8/15/2012         330.0
Notes: 5.375% (effective rate of 5.58%) (3)                8/15/2007         125.0
                                                                        ==========
                                                                             812.1
                                                                        ==========
PEOPLES GAS SYSTEM
Senior Notes (4)
   10.35% (5)                                               7/2/2007           4.2
   10.33% (6)                                               7/2/2008           5.6
   10.3% (7)                                                7/2/2009           7.2
   9.93% (8)                                                7/2/2010           7.4
   8.0% (9)                                                 7/2/2012          25.4
Notes: 6.875% (effective rate of 6.98%) (3)                6/15/2012          40.0
Notes: 6.375% (effective rate of 7.34%) (3)                8/15/2012          70.0
Notes: 5.375% (effective rate of 5.58%) (3)                8/18/2007          25.0
                                                                        ==========
                                                                             184.8
                                                                        ==========
LONG-TERM DEBT                                                          $    996.9
                                                                        ==========

SHORT-TERM DEBT
Commercial paper (10)                                                   $     10.5
                                                                        ==========
OTHER
Letters of credit                                                       $      0.9
                                                                        ==========
</TABLE>

1)   Tax exempt securities.

2)   Proceeds of these bonds were used to refund bonds with interest rates of
     5.75% -- 8%.

3)   These notes are subject to redemption in whole or in part, at any time, at
     the option of the company.
<PAGE>
4)   These long-term debt agreements contain various restrictive covenants,
     including provisions related to interest coverage, maximum levels of debt
     to total capitalization and limitations on dividends.

5)   Required prepayment of $0.8 million annually due July 2, 2003, July 2,
     2004, July 2, 2005, July 2, 2006 and $1.0 million July 2, 2007.

6)   Required prepayment of $0.8 million due July 2, 2003, July 2, 2004, and
     $1.0 million annually July 2, 2005, July 2, 2006, July 2, 2007, July 2,
     2008.

7)   Required prepayment of $0.8 million due July 2, 2003, July 2, 2004, July 2,
     2005 , and $1.0 million annually July 2, 2006, July 2, 2007, July 2, 2008
     and $1.8 million July 2, 2009.

8)   Required prepayment of $0.8 million due July 2, 2003, July 2, 2004, July 2,
     2005 , and $1.0 million annually July 2, 2006, July 2, 2007, July 2, 2008,
     July 2, 2009, July 2, 2010.

9)   Required prepayment of $2.1 million due July 2, 2003, July 2, 2004, July 2,
     2005, July 2, 2006, July 2, 2007, and $2.7 million annually July 2, 2008,
     July 2, 2009, July 2, 2010, and $3.4 million annually July 2, 2011, July 2,
     2012.

10)  The Company has an undrawn bank credit facility of $300 million with a
     maturity date of November 2003. On April 8, 2003 the Company's commercial
     paper balance was $138.5 million.

(b) Existing Secured Indebtedness / Liens

Substantially all of the property, plant and equipment of electric division of
the Company is pledged as collateral to secure its first mortgage bonds, issued
under the Indenture of Mortgage dated as of August 1, 1946, as supplemented and
amended.

The installment contracts payable identified below are secured by the equipment
and other project assets financed or refinanced with the proceeds of such
installment contracts:

<TABLE>
<CAPTION>
(millions)                                                  Due          Amount
Secured Indebtedness outstanding as of Dec. 31, 2002                   Outstanding
<S>                                                        <C>         <C>
TAMPA ELECTRIC
First mortgage bonds (issuable in series):
   7.75% (effective rate of 7.96%) (1)                     11/1/2022    $     75.0
   6.125% (effective rate of 6.61%)                         5/1/2003          75.0
Installment contracts payable (3):
   6.25% Refunding bonds (effective rate of 6.81%) (4)     12/1/2034          86.0
   5.85% (effective rate of 5.88%)                         12/1/2030          75.0
   4% for 2002 (effective rate of 4.21%) and variable
   rate of 1.45% for 2001 (2) (5)                           9/1/2025          51.6
   4% for 2002 (effective rate of 4.16%) and variable
   rate of 1.47% for 2001 (2) (5)                          5/15/2018          54.2
   4.25% for 2002 (effective rate of 4.43%) and
   variable rate of 1.52% for 2001 (2) (5)                 11/1/2020          20.0
                                                                        ==========
 LONG-TERM DEBT                                                         $    436.8
                                                                        ==========
</TABLE>
<PAGE>
1)   Required Sinking Fund Payments of $0.8 million are due by October 31 of
     each year. All such sinking fund payments may be satisfied by the
     substitution of property in lieu of cash payments.

2)   Composite year-end interest rate.

3)   Tax exempt securities.

4)   Proceeds of these bonds were used to refund bonds with an interest rate of
     9.9% in February 1995. For accounting purposes, interest expense has been
     recorded using a blended rate of 6.52% on the original and refunding bonds,
     consistent with regulatory treatment.

5)   The interest rate on these bonds was fixed for a five-year term on Aug. 5,
     2002.
<PAGE>
                                    EXHIBIT 1


                                  FORM OF NOTE

                             TAMPA ELECTRIC COMPANY

                           6.25% SENIOR NOTE DUE APRIL 11, 2016

No. [_____]                                                       [__________]

$[_______]                                                    PPN:  875127 B#8

            FOR VALUE RECEIVED, the undersigned, TAMPA ELECTRIC COMPANY (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Florida, hereby promises to pay to [             ], or registered
assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have
been prepaid) on April 11, 2016, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the
Applicable Rate (as defined in the Note Purchase Agreements referred to below),
payable semiannually, on the 15th day of April and October in each year and on
the Maturity Date (as defined in the Note Purchase Agreements referred to
below), commencing with the 15th day of October next succeeding the date hereof,
until the principal hereof shall have become due and payable, and (b) to the
extent permitted by law, on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable as aforesaid (or, at the option of the registered
holder hereof, on demand), at a rate per annum from time to time equal to the
Default Rate (as defined in the Note Purchase Agreements referred to below).

            Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal corporate trust office of The Bank of New York in New
York, New York or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Note Purchase
Agreements referred to below.

            This Note is one of a series of Senior Notes (herein called the
"Notes") issued pursuant to separate Note Purchase Agreements, dated as of April
11, 2003 (as from time to time amended, the "Note Purchase Agreements"), between
the Company and the respective Purchasers named therein and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreements and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreements.

            This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written
<PAGE>
instrument of transfer duly executed, by the registered holder hereof or such
holder's attorney duly authorized in writing, a new Note for a like principal
amount will be issued to, and registered in the name of, the transferee. Prior
to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.

            The Company will make required prepayments of principal on the dates
and in the amounts specified in the Note Purchase Agreements. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreements, but not
otherwise.

            If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreements.
<PAGE>
            This Note shall be construed and enforced in accordance with the
laws of the State of New York.

                                          TAMPA ELECTRIC COMPANY


                                          By_________________________

                                          Title:
<PAGE>
                                 EXHIBIT 4.4(a)

                       FORM OF OPINION OF SPECIAL COUNSEL
                                 TO THE COMPANY

                               Palmer & Dodge LLP
                              111 Huntington Avenue
                                Boston, MA 02199

                                 April 11, 2003

To the Purchasers Named on
the Attached Schedule I

         Re: 6.25% Senior Notes Due April 11, 2016 of Tampa Electric Company

Ladies and Gentlemen:

         We are furnishing this opinion to you pursuant to Section 4.4 of the
Note Purchase Agreements (the "Purchase Agreements") dated April 11, 2003,
between Tampa Electric Company (the "Company") and you, as a purchaser (the
"Purchaser"), relating to the sale by the Company of $250,000,000 aggregate
principal amount of its 6.25% Senior Notes due April 11, 2016 (the "Notes").
Capitalized terms not otherwise defined in this opinion have the meanings
assigned to them in the Purchase Agreement.

         We have examined the Notes and the Purchase Agreements (together, the
"Transaction Documents"). We have also examined such other documents and
certificates as we consider necessary to render this opinion. As to various
questions of fact material to our opinion, we have relied upon the
representations made in or pursuant to the Purchase Agreements and upon
certificates and other inquiries of officers of the Company. We are also relying
upon the certificates of public officials. We have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
copies.

         Our opinion in paragraph 2 below is subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and remedies and to
general equity principles (whether considered in a proceeding in equity or at
law). We express no opinion with respect to any provision of the Transaction
Documents to the extent that such provision purports to exculpate any person
thereby or grants rights of indemnification which may violate public policy, and
insofar as enforceability of such provision may be limited under state
securities laws.

         In giving this opinion, we have relied as to matters of Florida law on
the opinion of Sheila M. McDevitt, Senior Vice President - General Counsel to
the Company, being delivered to you today. We have examined such opinion, and in
our opinion both you and we are justified in relying thereon.

         The opinions rendered herein are limited to the laws of the
Commonwealth of
<PAGE>
Purchasers Named on Schedule I
April 11, 2003
Page 2


Massachusetts, the federal laws of the United States and, insofar as we have
relied upon the foregoing opinion of Sheila M. McDevitt, the law of the State of
Florida. For purposes of our opinion as to the enforceability of the Transaction
Documents, we are rendering such opinion as though the laws of Massachusetts
governed, notwithstanding the recitations in such instruments that the laws of
another jurisdiction govern.

         References in this opinion to matters known to us mean the actual
knowledge of the lawyers in this firm responsible for preparing this opinion and
who were primarily responsible for the representation of the Company in
connection with the Transaction Documents and the transaction contemplated
thereby after consultation with such other lawyers in the firm and review of
such documents in our possession as they considered appropriate.

         Based on the foregoing, we are of opinion that:

1. The Company has been duly incorporated and is a validly existing corporation
in good standing under the laws of the State of Florida and has corporate power
and authority to issue and to sell the Notes and to enter into and perform its
obligations under the Transaction Documents.

2. The Transaction Documents have been duly authorized, executed and delivered
by the Company, and such Transaction Documents constitute its valid and binding
obligations enforceable against it in accordance with their terms.

3. No filing, registration, or qualification with, or authorization, approval,
consent, license, order or decree of, any court or governmental agency or body
(including the Florida Public Service Commission) is necessary or required in
connection with the due authorization, execution and delivery of the Purchase
Agreements, for the offering, issuance, sale or delivery of the Notes by the
Company or the performance by the Company of its obligations under the
Transaction Documents, except such as have been obtained or made, or may be
required under state securities laws as to which we express no opinion and
assuming the accuracy of the Purchaser's representations set forth in Section 6
of the Purchase Agreement with respect to any resale of the Notes in conformity
with such representations.

4. The execution and delivery by the Company of the Transaction Documents and
the performance by the Company of its obligations under the Transaction
Documents do not and will not (i) violate, constitute a breach of, or default
under or require any prepayment of any indebtedness pursuant to the terms of any
agreement or instrument that is listed as an exhibit to the Company's Form 10-K
for the year ended December 31, 2002 or any of the Company's Forms 8-K filed
thereafter but on or prior to the date hereof, or (ii) violate (x) the charter
or by-laws of the Company, (y) any applicable federal law, statute, rule or
regulation (including, without limitation, Regulations T, U or X of the Board of
Governors of the Federal Reserve System), or (z) any judgment, order, arbitral
award, writ or decree known to us of any
<PAGE>
Purchasers Named on Schedule I
April 11, 2003
Page 3


government, government instrumentality, court or arbitral proceeding.

5. Neither the Company nor any Subsidiary is an "investment company" as such
term is defined in the Investment Company Act of 1940, as amended. The Company
and its Subsidiaries are exempt from regulation under the Public Utility Holding
Company Act of 1935, as amended, except for Section 9(a) thereto relating to the
acquisition of securities of other public utility companies.

6. To our knowledge, no action, suit or proceeding to which the Company is a
party is pending or overtly threatened in writing that questions the validity of
the Transaction Documents.

7. It is not necessary in connection with the offer, sale and delivery of the
Notes by the Company to the Purchasers pursuant to the Purchase Agreements to
register the Notes under the Securities Act or to qualify an indenture in
respect thereof under the Trust Indenture Act of 1939, as amended, assuming the
accuracy of the Purchaser's representations set forth in Section 6 of the
Purchase Agreement including with respect to the resale of the Notes in
conformity with such representations.

         At the request of our client, this opinion is furnished to you in
connection with the transaction described above and may not be relied on without
our prior written consent for any other purpose or by anyone else except that
permitted purchasers of the Notes, the Securities Valuation Office of the
National Association of Insurance Commissioners (or any successor to the duties
thereof) or any other governmental authority that regulates the holders of the
Notes may rely on this opinion for any purpose.

                                           Very truly yours,



                                           PALMER & DODGE LLP
<PAGE>
                                   Schedule I

American General Life Insurance Company

American International Life Assurance Company of New York

The Variable Annuity Life Insurance Company

Teachers Insurance and Annuity Association of America

TIAA-CREF Life Insurance Company

Jefferson-Pilot Life Insurance Company

Jefferson Pilot Financial Insurance Company

New York Life Insurance Company

New York Life Insurance and Annuity Corporation

New York Life Insurance and Annuity Corporation
     Institutionally Owned Life Insurance Separate Account

Metropolitan Life Insurance Company

John Hancock Life Insurance Company

John Hancock Variable Life Insurance Company
<PAGE>
                           [TAMPA ELECTRIC LETTERHEAD]


                                 April 11, 2003

To the Purchasers Named
on the Attached Schedule I

Ladies and Gentlemen:

         As General Counsel of Tampa Electric Company, a Florida corporation
(the "Company"), I have acted as counsel to the Company in connection with the
sale by the Company of $250,000,000 aggregate principal amount of its 6.25%
Senior Notes due April 11, 2016 (the "Notes"). This opinion is being delivered
pursuant to Section 4.4 of the Purchase Agreements (the "Purchase Agreements")
dated April 11, 2003 (together with the Notes, the "Transaction Documents"),
among the Company, and you, as a purchaser of the Notes (the "Purchaser").

         In my examination I have assumed the genuineness of all signatures
(other than signatures made on behalf of the Company), including endorsements,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. As to facts material to this
opinion which I did not independently establish or verify, I have relied upon
statements and representations of officers of the Company and other
representatives and public officials. Also, with your approval, I have relied as
to certain legal matters on advice of other lawyers employed by the Company who
are more familiar with such matters.

         In rendering the opinions set forth herein, I, or attorneys under my
supervision, have examined and relied on originals or copies of the Transaction
Documents and have also examined the governing documents and corporate records,
agreements, certificates of public officials, orders, writs, judgments, awards,
and decrees that affect or purport to affect the Company and such other
documents and matters of law as I have deemed necessary or appropriate as a
basis for the opinions set forth below.

         Capitalized terms not otherwise defined in this opinion have the
meanings assigned to them in the Purchase Agreements. When used in this opinion,
the phrase "to the best of my knowledge" or equivalent words with respect to a
matter means that nothing has come to my attention in the course of my
representation of the Company which would lead me to question such matter but
that, except as expressly stated, I have not made any special investigation with
respect thereto.

         I am a member of the Florida Bar, and I express no opinion as to the
laws of any jurisdiction other than the applicable laws of the State of Florida.
<PAGE>
Purchasers Named on Schedule I
April 11, 2003
Page 2


         I express no opinion with respect to any provision of the Transaction
Documents to the extent that such provision purports to exculpate any person
thereby or grants rights of indemnification which may violate public policy, and
insofar as enforceability of such provision may be limited under state
securities laws.

         Based upon and subject to the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, I am of the opinion
that:

      1. The Company has been duly incorporated and is a validly existing
      corporation in good standing under the laws of the State of Florida and
      has corporate power and authority to issue and to sell the Notes and to
      enter into and perform its obligations under the Transaction Documents.

      2. The Transaction Documents have been duly authorized, executed and
      delivered by the Company.

      3. No filing with, or authorization, approval, consent, license, order,
      registration, qualification or decree of any governmental authority
      (including the Florida Public Service Commission) is necessary or required
      in connection with the due authorization, execution or delivery of the
      Transaction Documents by the Company or the performance by the Company of
      its obligations under the Transaction Documents, except such as have been
      already obtained or made and except as may be required under such state
      securities laws as to which I express no opinion.

      4. The execution and delivery by the Company of the Transaction Documents
      and the performance by the Company of its obligations under the
      Transaction Documents do not and will not whether with or without the
      giving of notice or lapse of time or both (i) violate, constitute a breach
      of, or default under, require any prepayment of any indebtedness pursuant
      to the terms of, or result in the creation or imposition of any lien,
      charge or encumbrance upon any property or assets of the Company pursuant
      to any agreement or instrument that is listed as an exhibit to the
      Company's Form 10-K for the year ended December 31, 2002 or any of the
      Company's Forms filed thereafter but on or prior to the date of this
      opinion, or (ii) violate (x) the charter or by-laws of the Company, (y)
      any applicable law, statute, rule or regulation, or (z) any judgment,
      order, arbitral award, writ or decree known to me of any government,
      government instrumentality, court or arbitral proceeding.

      5. To my knowledge, no action, suit or proceeding to which the Company is
      a party is pending or overtly threatened in writing that, if adversely
      determined, could reasonably be expected to negate the validity of the
      Transaction Documents.
<PAGE>
Purchasers Named on Schedule I
April 11, 2003
Page 3



         This opinion is furnished to you as Purchasers and is solely for your
benefit, except that (i) Palmer & Dodge LLP may rely on this opinion in
rendering their opinions to you pursuant to the Purchase Agreements, and (ii)
permitted purchasers of the Notes, the Securities Valuation Office of the
National Association of Insurance Commissioners (or any successor to the duties
thereof) or any other governmental authority that regulates the holders of the
Notes may rely on this opinion for any purpose.

                                                Very truly yours,


                                                Sheila M. McDevitt
                                                General Counsel
<PAGE>
                                   Schedule I

American General Life Insurance Company

American International Life Assurance Company of New York

The Variable Annuity Life Insurance Company

Teachers Insurance and Annuity Association of America

TIAA-CREF Life Insurance Company

Jefferson-Pilot Life Insurance Company

Jefferson Pilot Financial Insurance Company

New York Life Insurance Company

New York Life Insurance and Annuity Corporation

New York Life Insurance and Annuity Corporation
     Institutionally Owned Life Insurance Separate Account

Metropolitan Life Insurance Company

John Hancock Life Insurance Company

John Hancock Variable Life Insurance Company
<PAGE>
                                                                  EXHIBIT 4.4(b)



                       FORM OF OPINION OF SPECIAL COUNSEL
                                TO THE PURCHASERS


                       Freshfields Bruckhaus Deringer LLP
                               520 Madison Avenue
                                   34th Floor
                               New York, NY 10022

To the Purchasers listed on Annex 1 hereto

TAMPA ELECTRIC COMPANY: 6.25% SENIOR NOTES DUE APRIL 11, 2016

Ladies and Gentlemen:

We have acted as your special New York counsel in connection with the issuance
by Tampa Electric Company (the COMPANY) of its 6.25% Senior Notes due April 11,
2016 in the aggregate principal amount of U.S.$250,000,000 (collectively, the
NOTES), and the purchase by you (each a PURCHASER), pursuant to the several Note
Purchase Agreements made by you with the Company (the NOTE PURCHASE AGREEMENTS),
of Notes in the aggregate principal amounts set forth in Schedule A to the Note
Purchase Agreements. All capitalized terms used but not defined in this opinion
letter have the respective meanings given to such terms in each Note Purchase
Agreement. This opinion letter is delivered to you pursuant to Section 4.4(b) of
the Note Purchase Agreements.

In rendering the opinions expressed below, we have examined the following
documents:

(a)   each Note Purchase Agreement; and

(b)   the Notes being purchased by you today.

In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with authentic originals of all documents submitted to us as copies. When
relevant facts were not independently established, we have relied upon the
representations made in or pursuant to each Note Purchase Agreement.

The Freshfields Bruckhaus Deringer LLP partners include members of the Bars of
the State of New York and the District of Columbia, Solicitors of the Supreme
Court of England and Wales and Rechtsanwalte of Germany

Amsterdam Bangkok Barcelona Beijing Berlin Bratislava Brussels Budapest Cologne
Dusseldorf Frankfurt am Main Hamburg Hanoi Ho Chi Minh City Hong Kong London
Madrid Milan Moscow Munich New York Paris Rome Shanghai Singapore Tokyo Vienna
Washington

<PAGE>
                                                                2\6


In rendering the opinions expressed below, we have assumed, to the extent
relevant with respect to the documents referred to in this opinion letter, that:

      (i)   such documents have been duly authorized by, have been duly executed
            and delivered by, and (except to the extent expressly set forth in
            the opinions expressed in paragraphs 1 and 2 below) constitute
            legal, valid, binding and enforceable obligations of, all of the
            parties to such documents;

      (ii)  all signatories to such documents have been duly authorized;

      (iii) all of the parties to such documents are duly organized or formed
            and validly existing and have the power and authority (corporate,
            partnership, limited liability company or other) to execute, deliver
            and perform such documents; and

      (iv)  all of the parties to such documents have obtained all approvals,
            authorizations, consents and licenses (including any foreign
            exchange licenses), and have made all filings and registrations with
            all governmental or regulatory authorities or agencies, required for
            the execution or delivery of, or for the incurrence or performance
            of any obligations under, any of such documents, and the incurrence
            and performance by the Company of its obligations under each
            document to which the Company is a party do not violate the law of
            any jurisdiction where such obligations are to be incurred or
            performed.

Based upon and subject to the foregoing and subject also to the comments and
qualifications set forth below, and having considered such questions of law as
we have deemed necessary as a basis for the opinions expressed below, we are of
the opinion that:

1. Each Note Purchase Agreement constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except as may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or transfer or other similar
laws relating to or affecting the rights of creditors generally (and by the
possible judicial application of foreign laws or governmental action affecting
the rights of creditors generally) and (b) the application of general principles
of equity (regardless of whether considered in a proceeding in equity or at
law), including, without limitation, (i) the possible
<PAGE>
                                                                3\6


unavailability of specific performance, injunctive relief or any other equitable
remedy and (ii) concepts of materiality, reasonableness, good faith and fair
dealing.

2. Each of the Notes being purchased by you today constitutes the legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its respective terms, except as may be limited by (a)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
transfer or other similar laws relating to or affecting the rights of creditors
generally (and by the possible judicial application of foreign laws or
governmental action affecting the rights of creditors generally) and (b) the
application of general principles of equity (regardless of whether considered in
a proceeding in equity or at law), including, without limitation, (i) the
possible unavailability of specific performance, injunctive relief or any other
equitable remedy and (ii) concepts of materiality, reasonableness, good faith
and fair dealing.

3. The execution and delivery by the Company of, and performance by the Company
of its obligations under, the Note Purchase Agreements do not and will not
violate any applicable law, rule or regulation of the State of New York.

4. It is not necessary in connection with the offer, sale and delivery of said
Notes under the circumstances contemplated by the Note Purchase Agreements to
register said Notes under the Securities Act or to qualify an indenture in
respect of said Notes under the Trust Indenture Act of 1939, as amended (the
TRUST INDENTURE ACT).

The foregoing opinions are subject to the following comments and qualifications:

(A) The enforceability of provisions in each Note Purchase Agreement to the
effect that terms may not be waived or modified except in writing may be limited
under certain circumstances.

(B) We express no opinion as to (i) the effect of the laws of any jurisdiction
in which any Purchaser or the Company is located (other than the State of New
York) that limit the interest, fees or other charges a lender may impose for the
loan or use of money or other credit; (ii) whether a court outside the State of
New York will honor the choice of New York law to govern each Note Purchase
Agreement or the Notes; (iii) Section 22.7(a) of the Note Purchase Agreements,
insofar as such provision relates to the subject matter jurisdiction of the
United States District Court for the Southern District of New York to adjudicate
any controversy
<PAGE>
                                                                4\6


related to the Note Purchase Agreements; and (iv) the waiver of inconvenient
forum set forth in Section 22.7(b) of the Note Purchase Agreements with respect
to proceedings in the United States District Court for the Southern District of
New York.

(C) We express no opinion as to whether, if any Purchaser should resell any of
the Notes, registration of the Notes under the Securities Act, qualification of
an indenture with respect to the Notes under the Trust Indenture Act,
qualification or registration under the securities laws of any State of the
United States of America, any filing to perfect any exemption from any such
qualification or registration, or any other consent, approval, authorization,
registration, qualification or filing, would be required in connection with such
resale. Except as expressly set forth in our opinion in paragraph 4 above, we
express no opinion as to any Federal securities laws or regulations or any state
"Blue Sky" laws or regulations.

(D) We express no opinion as to any consent, approval, authorization,
registration or filing that may be required under any applicable law or
regulation relating to the conduct of the business of insurance by any
Purchaser.

We are members of the Bar of the State of New York and the foregoing opinions
are limited to matters involving the Federal law of the United States of America
and the law of the State of New York, and we do not express any opinion as to
the law of any other jurisdiction.
<PAGE>
                                                                5\6


At your request, this opinion letter is provided to you by us in our capacity as
counsel to the purchasers under the Note Purchase Agreements, and this opinion
letter may not be relied upon by any Person other than you or for any purpose
other than in connection with the transactions contemplated by the Note Purchase
Agreements without, in each instance, our prior written consent. The Securities
Valuation Office of the National Association of Insurance Commissioners (or any
successor to the duties thereof) may receive a copy of this opinion, but may not
rely on this opinion without our prior written consent. At your request, we
hereby consent to reliance hereon by any future transferees of the Notes
purchased by you that is an Institutional Investor; provided that such person
accepts that this opinion speaks only as of the date hereof and to its
addressees and that we have no responsibility or obligation to update this
opinion, to consider its applicability or correctness to other that its
addressees, or to take into account changes in law, facts or any other
development of which we may later become aware.

                                Very truly yours,
<PAGE>
                                                                6\6


                                     ANNEX 1

                                   PURCHASERS

AMERICAN GENERAL LIFE INSURANCE COMPANY

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK

JEFFERSON-PILOT LIFE INSURANCE COMPANY

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY

JOHN HANCOCK LIFE INSURANCE COMPANY

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

METROPOLITAN LIFE INSURANCE COMPANY

NEW YORK LIFE INSURANCE COMPANY

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

TIAA-CREF LIFE INSURANCE COMPANY

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY