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                                                                     EXHIBIT 4.9

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                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                       OF

                              TECO CAPITAL TRUST __

                                      AMONG

                   TECO FUNDING COMPANY __, LLC, AS DEPOSITOR,

                              THE BANK OF NEW YORK,
                               AS PROPERTY TRUSTEE

                                       AND

                        THE BANK OF NEW YORK (DELAWARE),
                               AS DELAWARE TRUSTEE

                          DATED AS OF __________, 20__


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                                TABLE OF CONTENTS

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ARTICLE 1             DEFINED TERMS..............................................................................1

         Section 1.1.      Definitions...........................................................................1

ARTICLE 2             ESTABLISHMENT OF THE TRUST.................................................................8

         Section 2.1.      Name..................................................................................8

         Section 2.2.      Office of the Delaware Trustee; Principal Place of Business...........................8

         Section 2.3.      Continuation of Trust.................................................................8

         Section 2.4.      Issuance of the Trust Preferred Securities............................................9

         Section 2.5.      Declaration of Trust and Business of the Trust........................................9

         Section 2.6.      Appointment of Trustees...............................................................9

         Section 2.7.      Title to Trust Property..............................................................10

ARTICLE 3             PAYMENT ACCOUNT...........................................................................10

         Section 3.1.      Payment Account......................................................................10

ARTICLE 4             CERTAIN TERMS OF THE TRUST PREFERRED SECURITIES...........................................10

         Section 4.1.      Distributions........................................................................10

         Section 4.2.      Redemption...........................................................................12

         Section 4.3.      Payment Procedures...................................................................13

         Section 4.4.      Tax Returns and Reports..............................................................13

ARTICLE 5             TRUST PREFERRED SECURITIES CERTIFICATES...................................................13

         Section 5.1.      Initial Ownership....................................................................13

         Section 5.2.      The Trust Preferred Securities Certificates..........................................13

         Section 5.3.      Execution and Delivery of Trust Preferred Securities Certificates....................14

         Section 5.4.      Registration of Transfer and Exchange of Trust Preferred Securities Certificates.....14

         Section 5.5.      Mutilated, Destroyed, Lost or Stolen Trust Preferred Securities Certificates.........15

         Section 5.6.      Persons Deemed Securityholders.......................................................15

         Section 5.7.      Access to List of Securityholders' Names and Addresses...............................15

         Section 5.8.      Maintenance of Office or Agency......................................................16

         Section 5.9.      Appointment of Paying Agent..........................................................16
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                                TABLE OF CONTENTS

                                   (CONTINUED)

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         Section 5.10.     Book-Entry Trust Preferred Securities Certificates...................................17

         Section 5.11.     Notices to Clearing Agency...........................................................17

         Section 5.12.     Definitive Trust Preferred Securities Certificates...................................17

         Section 5.13.     Rights of Securityholders............................................................18

         Section 5.14.     Rights with Respect to Notes.........................................................21

ARTICLE 6             ACTS OF SECURITYHOLDERS; MEETINGS; VOTING.................................................23

         Section 6.1.      Limitations on Voting Rights.........................................................23

         Section 6.2.      Notice of Meetings...................................................................25

         Section 6.3.      Meetings of Trust Preferred Securityholders..........................................25

         Section 6.4.      Voting Rights........................................................................25

         Section 6.5.      Proxies, etc.........................................................................26

         Section 6.6.      Securityholder Action by Written Consent.............................................26

         Section 6.7.      Record Date for Voting and Other Purposes............................................26

         Section 6.8.      Acts of Securityholders..............................................................26

         Section 6.9.      Inspection of Records................................................................27

ARTICLE 7             REPRESENTATIONS AND WARRANTIES............................................................28

         Section 7.1.      Representations and Warranties of the Property Trustee and the Delaware Trustee......28

         Section 7.2.      Representations and Warranties of Depositor..........................................29

ARTICLE 8             THE TRUSTEES..............................................................................29

         Section 8.1.      Certain Duties and Responsibilities..................................................29

         Section 8.2.      Certain Notices......................................................................31

         Section 8.3.      Certain Rights of Property Trustee...................................................31

         Section 8.4.      Not Responsible for Recitals or Issuance of Securities...............................33

         Section 8.5.      May Hold Securities..................................................................33

         Section 8.6.      Compensation; Indemnity; Fees........................................................33

         Section 8.7.      Corporate Property Trustee Required; Eligibility of Trustees.........................34

         Section 8.8.      Conflicting Interests................................................................34

         Section 8.9.      Co-Trustees and Separate Trustee.....................................................35
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                                TABLE OF CONTENTS

                                   (CONTINUED)

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         Section 8.10.     Resignation and Removal, Appointment of Successor....................................36

         Section 8.11.     Acceptance of Appointment by Successor...............................................37

         Section 8.12.     Merger, Conversion, Consolidation or Succession to Business..........................38

         Section 8.13.     Preferential Collection of Claims Against TECO, Depositor or Trust...................38

         Section 8.14.     Reports by the Property Trustee......................................................38

         Section 8.15.     Reports to the Property Trustee......................................................39

         Section 8.16.     Evidence of Compliance with Conditions Precedent.....................................39

         Section 8.17.     Number of Trustees...................................................................39

ARTICLE 9             TERMINATION, LIQUIDATION AND MERGER.......................................................39

         Section 9.1.      Dissolution Upon Expiration Date.....................................................39

         Section 9.2.      Special Distribution Events..........................................................39

         Section 9.3.      Termination..........................................................................40

         Section 9.4.      Liquidation and Distribution.........................................................40

         Section 9.5.      Mergers, Consolidations, Amalgamations or Replacements of the Trust..................41

ARTICLE 10            MISCELLANEOUS PROVISIONS..................................................................42

         Section 10.1.     Limitation of Rights of Securityholders..............................................42

         Section 10.2.     Amendment............................................................................43

         Section 10.3.     Separability.........................................................................44

         Section 10.4.     Governing Law........................................................................44

         Section 10.5.     Payments Due on Non-Business Day.....................................................44

         Section 10.6.     Successors...........................................................................45

         Section 10.7.     Headings.............................................................................45

         Section 10.8.     Reports, Notices and Demands.........................................................45

         Section 10.9.     Agreement Not to Petition............................................................45

         Section 10.10.    Trust Indenture Act; Conflict with Trust Indenture Act...............................46

         Section 10.11.    Acceptance of Terms of Trust Agreement, Guarantee and Indenture......................46
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        AMENDED AND RESTATED TRUST AGREEMENT, dated as of _________, 20__ among
(i) TECO Funding Company __, LLC, a Delaware limited liability company
(including any successors or assigns, the "Depositor"), (ii) The Bank of New
York, a New York banking corporation, as property trustee (the "Property
Trustee" and, in its separate corporate capacity and not in its capacity as
Property Trustee, the "Bank"), (iii) The Bank of New York (Delaware), a Delaware
banking corporation, as Delaware trustee (the "Delaware Trustee") (the Property
Trustee and the Delaware Trustee are referred to together as the "Trustees") and
(iv) the several Holders, as hereinafter defined (this "Trust Agreement").

                              W I T N E S S E T H :

        WHEREAS, the Depositor and the Trustees have heretofore duly declared
and established a business trust pursuant to the Delaware Business Trust Act by
entering into that certain Trust Agreement, dated as of November 20, 2000 (the
"Original Trust Agreement"), and by the execution and filing with the Secretary
of State of the State of Delaware of the Certificate of Trust, filed on
November 20, 2000, attached as Exhibit A; and

        WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance and sale of the Trust Preferred Securities
by the Trust pursuant to the Underwriting Agreement, and (ii) the acquisition by
the Trust from the Depositor of all of the right, title and interest in the
Company Preferred Securities;

        NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Securityholders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees as follows:

                                   ARTICLE 1

                                  DEFINED TERMS

        SECTION 1.1.    Definitions.

        For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

        (a)     the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

        (b)     all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

        (c)     unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Trust Agreement; and

<PAGE>   6

        (d)     the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.

        "Act" has the meaning specified in Section 6.8.

        "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

        "Affiliate Securities" has the meaning specified in Section 6.3.

        "Bank" has the meaning specified in the preamble to this Trust
Agreement.

        "Bankruptcy Event" means, with respect to any Person:

        (a)     the entry of a decree or order by a court having jurisdiction in
the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

        (b)     the institution by such Person of proceedings to be adjudicated
a bankrupt or insolvent, or the consent by it to the institution of bankruptcy
or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt, or the taking of corporate action by such Person
in furtherance of any such action.

        "Bankruptcy Laws" has the meaning specified in Section 10.9.

        "Book-Entry Trust Preferred Securities Certificates" means a beneficial
interest in the Trust Preferred Securities Certificates, ownership and transfers
of which shall be made through book entries by a Clearing Agency as described in
Section 5.10.

        "Business Day" means a day on which banks are open for business in New
York and Delaware.

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<PAGE>   7

        "Certificate Depository Agreement" means the agreement among the Trust,
the Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Trust Preferred Securities
Certificates, substantially in the form attached as Exhibit B, as the same may
be amended and supplemented from time to time.

        "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository Trust Company will be the initial Clearing Agency.

        "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

        "Closing Date" has the meaning specified in the Underwriting Agreement.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

        "Company Preferred Securities" means the ____% Company Preferred
Securities, aggregate liquidation preference $__________ offered by the
Depositor pursuant to a prospectus dated ________, 20__.

        "Corporate Trust Office" means the principal office of the Property
Trustee.

        "Definitive Trust Preferred Securities Certificates" means either or
both (as the context requires) of (a) Trust Preferred Securities Certificates
issued as Book-Entry Trust Preferred Securities Certificate as provided in
Section 5.10 and (b) Trust Preferred Securities Certificates issued in
certificated, fully registered form as provided in Section 5.12.

        "Delaware Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801, et seq., as it may be amended from time
to time.

        "Delaware Trustee" means the corporation identified as the "Delaware
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of the Trust created and continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor trustee appointed as herein provided.

        "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

        "Distribution Date" has the meaning specified in Section 4.1(c).

        "Distributions" means amounts payable in respect of the Trust Preferred
Securities as provided in Section 4.1.

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<PAGE>   8

        "Dividend" shall mean a Preferred Dividend as defined in the LLC
Agreement.

        "Expiration Date" has the meaning specified in Section 9.1.

        "Global Certificate" means the single global Trust Preferred Securities
Certificate held by the Clearing Agency representing the Trust Preferred
Securities.

        "Guarantee" means the Guarantee Agreement executed and delivered by TECO
and The Bank of New York, as Guarantee Trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the Holders
of the Company Preferred Securities, as amended from time to time.

        "Indenture" means the Indenture, dated as of August 17, 1998, between
TECO and the Indenture Trustee, as supplemented by a _____ Supplemental
Indenture dated as of __________, 20__, relating to the Notes, each as amended
or supplemented from time to time.

        "Indenture Trustee" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture and any successor thereto.

        "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

        "Like Amount" means (a) with respect to a redemption of Trust Preferred
Securities, Trust Preferred Securities having an aggregate Liquidation Amount
equal to the Liquidation Preference of Company Preferred Securities to be
contemporaneously redeemed in accordance with the LLC Agreement, the redemption
proceeds of which will be used to pay the Redemption Price of such Trust
Preferred Securities, and (b) with respect to a distribution of Notes to Holders
of Trust Preferred Securities in connection with a dissolution or liquidation of
the Trust and the Depositor, Notes having a principal amount equal to the
aggregate Liquidation Amount of the Trust Preferred Securities of the Holder to
whom such Notes are distributed.

        "Liquidation Amount" means the stated amount (expressed in U.S. Dollars)
per Trust Preferred Security.

        "Liquidation Date" means the date upon which a Liquidation Distribution
will be made.

        "Liquidation Distribution" has the meaning specified in Section 9.4(d).

        "Liquidation Preference" has the meaning specified in the LLC Agreement.

        "LLC Agreement" means the Amended and Restated Limited Liability Company
Agreement of the Depositor, dated as of _______, 20__, as amended from time to
time.

        "Ministerial Action" means the taking of an action, such as filing a
form or making an election, or pursuing some other similar reasonable measure
that will have no adverse effect on the Trust, the Depositor or the Holders of
the Trust Preferred Securities and will involve no material cost.

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        "1940 Act" means the Investment Company Act of 1940, as amended.

        "Note Event of Default" means an event of default under the Indenture.

        "Notes" means the aggregate principal amount of TECO's __% Notes Due
20__, issued pursuant to the Indenture.

        "Officer" has the meaning specified in the LLC Agreement.

        "Officers' Certificate" means a certificate signed by two Officers of
the Depositor and delivered to the appropriate Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 8.16 shall be the
principal executive, financial or accounting officer of the Depositor. Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement shall include:

        (a)     a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definitions relating thereto;

        (b)     a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

        (c)     a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

        (d)     a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.

        "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee or the Depositor, and who shall be
reasonably acceptable to the Property Trustee.

        "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.

        "Outstanding," when used with respect to Trust Preferred Securities,
means, as of the date of determination, all Trust Preferred Securities
theretofore executed and delivered under this Trust Agreement, except:

        (a)     Trust Preferred Securities theretofore cancelled by the Property
Trustee or delivered to the Property Trustee for cancellation;

        (b)     Trust Preferred Securities for whose payment or redemption money
in the necessary amount has been theretofore deposited with the Property Trustee
or any Paying Agent for the Holders of such Trust Preferred Securities; provided
that, if such Trust Preferred Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Trust Agreement; and

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<PAGE>   10

        (c)     Trust Preferred Securities which have been paid for or in
exchange for or in lieu of which other Trust Preferred Securities have been
executed and delivered pursuant to Sections 5.4, 5.5, 5.12 and 5.13;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the outstanding Trust Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Trust Preferred Securities owned by the Depositor, any Trustee or any Affiliate
of the Depositor or any Trustee shall be disregarded and deemed not to be
Outstanding, except that (a) in determining whether any Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Trust Preferred Securities that such Trustee
actually knows to be so owned shall be so disregarded and (b) the foregoing
shall not apply at any time when all of the outstanding Trust Preferred
Securities are owned by the Depositor, one or more of the Trustees and/or any
such Affiliate. Trust Preferred Securities so owned which have been pledged in
good faith may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Property Trustee the pledgee's right so to act with respect
to such Trust Preferred Securities and that the pledgee is not the Depositor or
any Affiliate of the Depositor.

        "Owner" means each Person who is the beneficial owner of a Book-Entry
Trust Preferred Securities Certificate as reflected in the records of the
Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as
reflected in the records of a Person maintaining an account with such Clearing
Agency (directly or indirectly, in accordance with the rules of such Clearing
Agency).

        "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be the Bank.

        "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Company Preferred Securities will be held and from which the
Property Trustee shall make payments to the Securityholders in accordance with
Sections 4.1 and 4.2.

        "Person" means any individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.

        "Property Trustee" means the commercial bank or trust company identified
as the "Property Trustee" in the preamble to this Trust Agreement solely in its
capacity as Property Trustee of the Trust heretofore created and continued
hereunder and not in its individual capacity, or its successor in interest in
such capacity, or any successor property trustee appointed as herein provided.

        "Redemption Date" means, with respect to any Trust Preferred Security to
be redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement as set forth in Section 4.2(b); provided that each Redemption Date of
the Company Preferred Securities and the

                                       6
<PAGE>   11

stated maturity of the Company Preferred Securities shall be a Redemption Date
for a Like Amount of Trust Preferred Securities.

        "Redemption Price" means, with respect to any Trust Preferred Security,
the Liquidation Amount of such Trust Preferred Security, plus accumulated but
unpaid Distributions to the Redemption Date, plus the related amount of the
premium, if any, paid by the Depositor upon the concurrent redemption of a Like
Amount of Company Preferred Securities, allocated on a pro rata basis (based on
Liquidation Amounts) among the Trust Preferred Securities.

        "Relevant Trustee" shall have the meaning specified in Section 8.10.

        "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

        "Securityholder" or "Holder" means a Person in whose name a Trust
Preferred Security is registered in the Securities Register; any such Person
being a beneficial owner of the Trust within the meaning of the Delaware
Business Trust Act.

        "Series" means a series of securities or the securities of the series
issued under the Indenture.

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

        "Trust" means the Delaware business trust created and continued hereby
and identified on the cover page to this Trust Agreement.

        "Trust Agreement" means this Amended and Restated Trust Agreement, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including all exhibits hereto, including, for all
purposes of this Trust Agreement and any such modification, amendment or
supplement, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Trust Agreement and any such modification, amendment or
supplement, respectively.

        "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

        "Trust Preferred Securities Certificate" means a certificate evidencing
ownership of Trust Preferred Securities, substantially in the form attached as
Exhibit C.

        "Trust Preferred Security" means an undivided beneficial ownership
interest in the assets of the Trust, having a Liquidation Amount of $25.00 and
having the rights provided therefor in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution as provided herein and
representing a corresponding amount of the Company Preferred Securities.

                                       7
<PAGE>   12

        "Trust Property" means (a) the Company Preferred Securities, (b) in the
event of dissolution of the Company, the Notes distributed to the Property
Trustee on account of the Company Preferred Securities, (c) any cash on deposit
in, or owing to, the Payment Account and (d) all proceeds and rights in respect
of the foregoing and any other property and assets for the time being held or
deemed to be held by the Property Trustee pursuant to the terms of this Trust
Agreement.

        "Trustees" means, collectively, the Property Trustee and the Delaware
Trustee.

        "Underwriting Agreement" means the Underwriting Agreement, dated as of
_________, 20__, among TECO, the Trust, the Depositor and the underwriters named
therein.

                                   ARTICLE 2

                           ESTABLISHMENT OF THE TRUST

        SECTION 2.1.    NAME.

        The Trust continued hereby shall be known as "TECO Capital Trust __," as
such name may be modified from time to time by the Depositor following written
notice to the Holders of Trust Preferred Securities and the other Trustees, in
which name the Property Trustee may conduct the business of the Trust, make and
execute contracts and other instruments on behalf of the Trust and sue and be
sued.

        SECTION 2.2.    OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
                        BUSINESS.

        The address of the Delaware Trustee in the State of Delaware is White
Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust
Department, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Securityholders and the
Depositor. The principal executive office of the Trust is c/o The Bank of New
York, 101 Barclay Street, 8th Floor West, New York, New York 10286.

        SECTION 2.3.    CONTINUATION OF TRUST.

        The Property Trustee acknowledges receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor is not a beneficial owner of the Trust or Trust Property and shall
make no claim upon the Trust Property for the payment of such expenses.

        The Trust exists for the sole purpose of issuing Trust Preferred
Securities representing a corresponding amount of the Company Preferred
Securities held by the Trust and performing functions directly related thereto,
as set forth in Section 2.5. The Depositor hereby delivers to the Trustee for
deposit in the Trust one or more Company Preferred Securities Certificates
representing Company Preferred Securities with an aggregate liquidation
preference of $___________ for the benefit of the Holders of the Trust Preferred
Securities. Each Holder is intended by the Depositor to be the beneficial owner
of an amount of Company Preferred

                                       8
<PAGE>   13

Securities represented by the amount of Trust Preferred Securities held by such
Holder and collectively, the Holders are the sole beneficial owners of the Trust
and the Trust Property. To the fullest extent permitted by law, without the need
for any other action of any Person, including the Trustees or any other Holder,
each Holder shall be entitled to enforce, in the name of the Trust, the rights
of the Trust under the Company Preferred Securities and the Guarantee
represented by the Trust Preferred Securities held by such Holder. Any recovery
on such an enforcement action shall belong solely to such Holder who brought the
action, not to the Trust, the Trustees or any other Holder individually or to
the Holders as a group. The Property Trustee shall have the power and authority
(subject to the Property Trustee's rights, privileges and protections contained
elsewhere herein) to enforce any of the Trust's rights in respect of the Company
Preferred Securities which are not enforced by any Holder. Subject to Article
10, the Trust shall be irrevocable.

        The Property Trustee hereby acknowledges receipt of one or more Company
Preferred Security Certificates representing Company Preferred Securities having
an aggregate liquidation preference of $___________ registered in the name of
the Trust, and its acceptance on behalf of the Trust of the Company Preferred
Securities, and declares that the Trust shall hold the Company Preferred
Securities for the benefit of the Holders of the Trust Preferred Securities.

        SECTION 2.4.    ISSUANCE OF THE TRUST PREFERRED SECURITIES.

        On _________, 20__, the Depositor, on behalf of the Trust and pursuant
to the Original Trust Agreement, executed and delivered the Underwriting
Agreement. Contemporaneously with the execution and delivery of this Trust
Agreement, the Property Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Underwriters named in the
Underwriting Agreement, Trust Preferred Securities Certificates, registered in
the name of the nominee of the initial Clearing Agency, representing ________
Trust Preferred Securities having an aggregate Liquidation Amount of $_________,
against receipt of such aggregate purchase price of such Trust Preferred
Securities of $_________.

        SECTION 2.5.    DECLARATION OF TRUST AND BUSINESS OF THE TRUST.

        The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Preferred Securities and use the proceeds from such sale to acquire
the Company Preferred Securities, and (b) to engage in those activities
necessary, convenient or incidental thereto. The only assets of the Trust shall
be the Trust Property, including the Company Preferred Securities and the
related right of the Holders under the Guarantee. The Trust may not acquire any
other assets, issue any other equity securities or any debt securities or engage
in any other activities. The Trust shall have the power and authority to
execute, deliver and perform its obligations under the LLC Agreement and other
agreements to which the Trust is a party.

        SECTION 2.6.    APPOINTMENT OF TRUSTEES

        The Depositor hereby appoints the Trustees as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein, and the
Trustees hereby accept such appointment. The Property Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth herein for the benefit of the Trust and the

                                       9
<PAGE>   14

Securityholders. The Property Trustee shall have all rights, powers and duties
set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Property Trustee set forth herein, except as
required by the Delaware Business Trust Act. The Delaware Trustee shall be one
of the Trustees of the Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807(a) of the Delaware Business Trust Act.

        SECTION 2.7.    TITLE TO TRUST PROPERTY.

        Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Trust and the Securityholders in
accordance with this Trust Agreement. The Securityholders shall be the sole
beneficial owners of the Trust Property.

                                   ARTICLE 3

                                 PAYMENT ACCOUNT

        SECTION 3.1.    PAYMENT ACCOUNT.

        (a)     On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Trust Agreement.
All monies and other property deposited or held from time to time in the Payment
Account shall be held by the Property Trustee in the Payment Account for the
exclusive benefit of the Securityholders and for distribution as herein
provided, including (and subject to) any priority of payments provided for
herein.

        (b)     The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of Dividends and Distributions, and any
other payments or proceeds with respect to, the Company Preferred Securities.
Amounts held in the Payment Account shall not be invested by the Property
Trustee pending distribution thereof.

                                   ARTICLE 4

                 CERTAIN TERMS OF THE TRUST PREFERRED SECURITIES

        SECTION 4.1.    DISTRIBUTIONS.

        (a)     Whenever (and to the extent) the Trust receives any cash
payments representing a Dividend or redemption payment on the Company Preferred
Securities, or payments pursuant to the Guarantee in respect of such Dividend or
redemption payment, the Trustee, acting directly or through any Paying Agent,
shall distribute such amounts to Holders of the Trust Preferred Securities on
the record date fixed pursuant to Section 4.1(c) pro rata in proportion to the
Liquidation Amount of the Trust Preferred Securities held by such Holder.

                                       10
<PAGE>   15

        (b)     Upon receipt by the Trust of any Liquidation Preference from the
Depositor upon the liquidation of the Depositor, after satisfaction of creditors
of the Trust as required by applicable law, the Trust shall distribute the same
to the Holders of the Trust Preferred Securities on the record date fixed
pursuant to Section 4.1(c), in proportion to the respective liquidation
preferences of the Company Preferred Securities which were represented by the
Trust Preferred Securities held by such Holders.

        (c)     Each distribution on the Trust Preferred Securities in respect
of Dividends on the Company Preferred Securities ("Regular Distributions") shall
be payable to the Holders of record as they appear on the Securities Register on
the corresponding record date. The record date for Regular Distributions is the
fifteenth calendar day prior to the relevant distribution date (the
"Distribution Date"); provided, however, if all of the Trust Preferred
Securities are in book-entry form, the record date for Regular Distributions
shall be the business day immediately preceding the relevant distribution date.
Whenever any other distribution shall become payable, or whenever the Property
Trustee shall receive notice of any meeting at which holders of the Company
Preferred Securities are entitled to vote or of which holders of the Company
Preferred Securities are entitled to notice, the Property Trustee shall in each
such instance fix a record date (which shall be the same date as the record date
fixed by the Depositor with respect to the Company Preferred Securities, of
which the Depositor shall promptly inform the Property Trustee), for the
determination of the Holders of the Trust Preferred Securities who shall be
entitled (i) to receive such distribution, or (ii) to receive notice of, and to
give instructions for the exercise of voting rights at, any such meeting.

        (d)     As long as the Trust Preferred Securities are in book-entry
form, payments on the Trust Preferred Securities shall be made to the Clearing
Agency, which shall credit the relevant accounts at the Clearing Agency on the
scheduled payment dates. The payments shall be distributed to participants,
indirect participants and beneficial owners of the Trust Preferred Securities in
accordance with the Clearing Agency's procedures.

        (e)     If definitive Trust Preferred Securities are issued as described
in Section 5.12, payments on the Trust Preferred Securities shall be made by
check mailed to the address of the Holder entitled to receive the payment, as
such address appears in the Register.

        (f)     Payments of the redemption price of, and distributions in
liquidation on, Trust Preferred Securities shall be made upon surrender of such
Trust Preferred Securities at the office of the Paying Agent. The Depositor
shall pay Dividends on, the redemption price of, and Liquidation Preferences on,
the Company Preferred Securities directly to the Paying Agent for distribution
to the Holders of the Trust Preferred Securities in accordance with the terms of
this Trust Agreement and the paying agency agreement as then in effect with the
Paying Agent.

        (g)     If any distributions on the Trust Preferred Securities would be
payable on a day that is not a Business Day, that distribution shall instead be
made on the next Business Day, except that if that Business Day falls in the
next calendar year, the distribution shall be made on the preceding Business
Day. No interest or other payment shall be due as a result of any such delay.

                                       11
<PAGE>   16

        SECTION 4.2.    REDEMPTION.

        (a)     The Trust Preferred Securities shall be redeemed only upon
redemption of the Company Preferred Securities or, if the Notes have been
distributed to the Property Trustee upon the dissolution of the LLC, upon
redemption of the Notes.

        (b)     If the Depositor redeems the Company Preferred Securities in
accordance with the LLC Agreement, then the Depositor shall give the Property
Trustee at least 35 and not more than 60 days' prior written notice before doing
so. The Property Trustee shall mail the notice of the redemption not less than
25 days prior to the date fixed for redemption (the "Redemption Date") of the
Company Preferred Securities to the Holders of the Trust Preferred Securities as
provided under Section 10.8. No defect in the notice of redemption or in the
mailing or delivery thereof shall affect the validity of the redemption
proceedings. The Depositor shall provide the Property Trustee with such written
notice, and each such notice shall state: (i) the Redemption Date, (ii) the
redemption price at which the Trust Preferred Securities and the Company
Preferred Securities are to be redeemed, (iii) that all outstanding Trust
Preferred Securities are to be redeemed or, in the case of a redemption of fewer
than all outstanding Trust Preferred Securities in connection with a partial
redemption of the Company Preferred Securities, the amount of such Trust
Preferred Securities to be so redeemed and (iv) the place or places where Trust
Preferred Securities to be redeemed are to be surrendered for redemption.

        (c)     If only some of the outstanding Trust Preferred Securities are
to be redeemed, the Trust Preferred Securities to be redeemed shall be selected
in accordance with the Clearing Agency's procedures. If the Trust Preferred
Securities do not remain registered in the name of the Clearing Agency or its
nominee and only some of the outstanding Trust Preferred Securities are to be
redeemed, the Trust Preferred Securities shall be redeemed proportionally or
selected for redemption pursuant to the rules of any securities exchange on
which the Trust Preferred Securities are listed at that time. The Depositor
shall promptly notify the Registrar and Transfer Agent for the Trust Preferred
Securities, in writing, of the Trust Preferred Securities selected for
redemption.

        (d)     The Depositor agrees that if a partial redemption of the Company
Preferred Securities would result in a delisting of the Trust Preferred
Securities from any securities exchange on which the Trust Preferred Securities
are then listed, the Depositor shall redeem the Company Preferred Securities
only in whole.

        (e)     On the date of redemption of the Company Preferred Securities,
so long as the Depositor has deposited with the Paying Agent, on behalf of the
Trust the aggregate amount payable upon redemption of all the Company Preferred
Securities held by the Trust to be redeemed, the Paying Agent on behalf of the
Trust shall irrevocably deposit with the Clearing Agency funds sufficient to pay
the redemption price and give the Clearing Agency irrevocable instructions to
pay the redemption price to the Holders of the Trust Preferred Securities to be
redeemed.

        (f)     Once the Paying Agent has received this deposit, all rights of
the Holders of the Trust Preferred Securities called for redemption shall end,
except their right to receive the redemption price, without interest. If any
date fixed for redemption of the Trust Preferred

                                       12
<PAGE>   17

Securities is not a Business Day, then the Redemption Price shall instead be
paid on the next Business Day, except that if that Business Day falls in the
next calendar year, the redemption price shall be paid on the preceding Business
Day. No interest or other payment shall be due as a result of any such
adjustment.

        SECTION 4.3.    PAYMENT PROCEDURES.

        Payments of Distributions in respect of the Trust Preferred Securities
shall be made by check mailed to the address of the Person entitled thereto as
such address shall appear on the Securities Register or, if the Trust Preferred
Securities are held by a Clearing Agency, such Distributions shall be made to
the Clearing Agency in immediately available funds, which shall credit the
relevant Persons' accounts at such Clearing Agency on the applicable
distribution dates.

        SECTION 4.4.    TAX RETURNS AND REPORTS.

        The Depositor shall prepare (or cause to be prepared) all United States
Federal, state and local tax and information returns and reports required to be
filed by or in respect of the Trust. In this regard, the Depositor shall (a)
prepare (or cause to be prepared) the appropriate Internal Revenue Service form
required to be filed in respect of the Trust in each taxable year of the Trust
and (b) prepare and furnish (or cause to be prepared and furnished) to each
Securityholder the appropriate Internal Revenue Service form required to be
provided or the information required to be provided on such form. The Property
Trustee shall execute and file (or cause to be filed) the appropriate Internal
Revenue Service form required to be filed in respect of the Trust in each
taxable year of the Trust; provided, however, that the Property Trustee shall
not be responsible for the contents of such return and shall be indemnified for
any errors or omissions therein pursuant to Section 8.2 of this Agreement. The
Trustees shall comply with United States Federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to Securityholders under the Trust Preferred Securities.

                                   ARTICLE 5

                     TRUST PREFERRED SECURITIES CERTIFICATES

        SECTION 5.1.    INITIAL OWNERSHIP.

        The Property Trustee hereby acknowledges receipt of one or more of
Company Preferred Security Certificates representing Company Preferred
Securities having an aggregate liquidation preference of $_________ registered
in the name of the Trust, and its acceptance on behalf of the Company Preferred
Securities and declares that the Trust shall hold the Company Preferred
Securities for the benefit of the Securityholders.

        SECTION 5.2.    THE TRUST PREFERRED SECURITIES CERTIFICATES.

        The Trust Preferred Securities Certificates shall be issued in minimum
denominations of $____ Liquidation Amount and integral multiples of $____ in
excess thereof. The Trust Preferred Securities Certificates shall be executed on
behalf of the Trust by manual signature of an authorized signatory of the
Property Trustee. Trust Preferred Securities Certificates bearing

                                       13
<PAGE>   18

the manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Preferred Securities Certificates
or did not hold such offices at the date of delivery of such Trust Preferred
Securities Certificates. A transferee of a Trust Preferred Securities
Certificate shall become a Securityholder, and shall be entitled to the rights
and subject to the obligations of a Securityholder hereunder, upon due
registration of such Trust Preferred Securities Certificate in such transferee's
name pursuant to Sections 5.4, 5.12 and 5.13.

        SECTION 5.3.    EXECUTION AND DELIVERY OF TRUST PREFERRED SECURITIES
                        CERTIFICATES.

        At each Closing Date, the Property Trustee shall cause Trust Preferred
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.3 and 2.4, to be executed on behalf of the Trust in authorized
denominations.

        SECTION 5.4.    REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST PREFERRED
                        SECURITIES CERTIFICATES.

        The Property Trustee shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 5.8, a register or registers for the
purpose of registering Trust Preferred Securities Certificates and transfers and
exchanges of Trust Preferred Securities Certificates (the "Securities Register")
in which, the registrar designated by the Depositor (the "Securities
Registrar"), subject to such reasonable regulations as it may prescribe, shall
provide for the registration of Trust Preferred Securities Certificates and
registration of transfers and exchanges of Trust Preferred Securities
Certificates as herein provided. The Bank shall be the initial Securities
Registrar.

        Upon surrender for registration of transfer of any Trust Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.8, the Property Trustee shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Trust Preferred Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount
dated the date of execution by such Property Trustee.

        The Securities Registrar shall not be required to register the transfer
of any Trust Preferred Securities that have been called for redemption. At the
option of a Holder, Trust Preferred Securities Certificates may be exchanged for
other Trust Preferred Securities Certificates in authorized denominations of the
same class and of a like aggregate Liquidation Amount upon surrender of the
Trust Preferred Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 5.8.

        Every Trust Preferred Securities Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Property Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly authorized
in writing. Each Trust Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Property Trustee in accordance with its customary practice.

                                       14
<PAGE>   19

        No service charge shall be made for any registration of transfer or
exchange of Trust Preferred Securities Certificates, but the Securities
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Trust Preferred Securities Certificates.

        SECTION 5.5.    MUTILATED, DESTROYED, LOST OR STOLEN TRUST PREFERRED
                        SECURITIES CERTIFICATES.

        If (a) any mutilated Trust Preferred Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Preferred Securities Certificate and (b) there shall be delivered to the
Securities Registrar and the Property Trustee such security or indemnity as may
be required by them to save each of them harmless, then in the absence of notice
that such Trust Preferred Securities Certificate shall have been acquired by a
bona fide purchaser, the Property Trustee on behalf of the Trust shall execute
and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Preferred Securities Certificate, a
new Trust Preferred Securities Certificate of like class, tenor and
denomination. In connection with the issuance of any new Trust Preferred
Securities Certificate under this Section, the Property Trustee or the
Securities Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Trust Preferred Securities Certificate issued pursuant to this
Section shall constitute conclusive evidence of an undivided beneficial
ownership interest in the assets of the Trust, as if originally issued, whether
or not the lost, stolen or destroyed Trust Preferred Securities Certificate
shall be found at any time.

        SECTION 5.6.    PERSONS DEEMED SECURITYHOLDERS.

        The Property Trustee or the Securities Registrar shall treat the Person
in whose name any Trust Preferred Securities Certificate shall be registered in
the Securities Register as the owner of such Trust Preferred Securities
Certificate for the purpose of receiving distributions and for all other
purposes whatsoever, and neither the Property Trustees nor the Securities
Registrar shall be bound by any notice to the contrary.

        SECTION 5.7.    ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.

        At any time when the Property Trustee is not also acting as the
Securities Registrar, the Depositor shall furnish or cause to be furnished to
the Property Trustee (a) quarterly on or before the January 15, April 15, July
15 and October 15 in each year, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Securityholders as of the
most recent regular record date (as provided in Section 4.1(c)) and (b) promptly
after receipt by the Depositor of a request therefor from the Property Trustee,
such other information as the Property Trustee may reasonably require in order
to enable the Property Trustee to discharge its obligations under this Trust
Agreement, in each case to the extent such information is in the possession or
control of the Depositor and is not identical to a previously supplied list or
has not otherwise been received by the Property Trustee in its capacity as
Securities Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Preferred Securities, and the corresponding rights of the

                                       15
<PAGE>   20

Property Trustee shall be as provided in the Trust Indenture Act. Each Holder,
by receiving and holding a Trust Preferred Securities Certificate, and each
Owner shall be deemed to have agreed not to hold the Depositor or the Property
Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

        SECTION 5.8.    MAINTENANCE OF OFFICE OR AGENCY.

        The Trust shall maintain an office or offices or agency or agencies
where Trust Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trust in respect of the Trust Preferred Securities Certificates may be
served. The Trust initially designates The Bank of New York, 101 Barclay Street,
8th Floor West, New York, New York 10286, Attention: James Hall, Manager of
Municipal Northeast Finance Unit/Corporate Trust Administration, as its
corporate trust office for such purposes. The Property Trustee shall give prompt
written notice to the Depositor and to the Securityholders of any change in the
location of the Securities Registrar or any such office or agency.

        SECTION 5.9.    APPOINTMENT OF PAYING AGENT.

        The Paying Agent shall make distributions to Securityholders from the
Payment Account and shall report the amounts of such distributions to the
Property Trustee. Any Paying Agent shall have the revocable power to withdraw
funds from the Payment Account for the purpose of making the distributions
referred to above. The Depositor may remove and replace the Paying Agent if the
Depositor determines in its sole discretion that the Paying Agent shall have
failed to perform its obligations under this Trust Agreement in any material
respect. The Paying Agent shall initially be the Bank. The Paying Agent may
choose any co-paying agent that is acceptable to the Property Trustee and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Property Trustee and the
Depositor. In the event that the Bank shall no longer be the Paying Agent or a
successor Paying Agent shall resign or its authority to act be revoked, the
Depositor shall appoint a successor that is acceptable to the Property Trustee
to act as Paying Agent (which shall be a bank or trust company). The Depositor
shall cause such successor Paying Agent or any additional Paying Agent appointed
by the Depositor to execute and deliver to the Property Trustee an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Property Trustee that as Paying Agent, such successor Paying Agent or
additional Paying Agent will hold all sums, if any, held by it for payment to
the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and, upon removal of a
Paying Agent, such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall
apply to the Bank also in its role as Paying Agent, for so long as the Bank
shall act as Paying Agent and, to the extent applicable, to any other paying
agent appointed hereunder. Any reference in this Agreement to the Paying Agent
shall include any co-paying agent unless the context requires otherwise.

                                       16
<PAGE>   21

        SECTION 5.10.   BOOK-ENTRY TRUST PREFERRED SECURITIES CERTIFICATES.

        The Trust Preferred Securities Certificates, upon original issuance,
will be issued in the form of a typewritten Trust Preferred Securities
Certificate or Certificates representing Book-Entry Trust Preferred Securities
Certificates, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Trust Preferred Securities
Certificate or Certificates shall initially be registered on the Securities
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no beneficial owner will receive a Definitive Trust Preferred Securities
Certificate representing such beneficial owner's interest in such Trust
Preferred Securities, except as provided in Section 5.12. Unless and until
Definitive Trust Preferred Securities Certificates have been issued to
beneficial owners pursuant to Section 5.12:

        (a)     the provisions of this Section 5.10 shall be in full force and
effect;

        (b)     the Securities Registrar, the Paying Agent and the Trustees
shall be entitled to deal with the Clearing Agency for all purposes of this
Trust Agreement relating to the Book-Entry Trust Preferred Securities
Certificates (including the payment of the Liquidation Amount of and
Distributions on the Book-Entry Trust Preferred Securities Certificate and the
giving of instructions or directions to Owners of Book-Entry Trust Preferred
Securities) as the sole Holder of Book-Entry Trust Preferred Securities and
shall have no obligations to the Owners thereof;

        (c)     to the extent that the provisions of this Section 5.10 conflict
with any other provisions of this Trust Agreement, the provisions of this
Section 5.10 shall control; and

        (d)     the rights of the Owners of the Book-Entry Trust Preferred
Securities Certificates shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such Owners
and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the
Certificate Depository Agreement, unless and until Definitive Trust Preferred
Securities Certificates are issued pursuant to Section 5.12, the initial
Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments on the Trust Preferred Securities
to such Clearing Agency Participants.

        SECTION 5.11.   NOTICES TO CLEARING AGENCY.

        To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, unless and until Definitive Trust Preferred
Securities Certificates shall have been issued to Owners pursuant to Section
5.12, the Trustees shall give all such notices and communications specified
herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners.

        SECTION 5.12.   DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES.

        If (a) the Depositor advises the Property Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Trust Preferred Securities Certificates,
and the Depositor is unable to locate a qualified successor, (b) the Depositor
at its option advises the Property Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (c) after the
occurrence of a Note Event of Default,

                                       17
<PAGE>   22

Owners of Trust Preferred Securities Certificates representing beneficial
ownership interests aggregating at least a majority of the aggregate Liquidation
Amount advise the Property Trustee in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interest
of the Owners of Trust Preferred Securities Certificates, then the Property
Trustee shall notify the Clearing Agency and the Clearing Agency shall notify
all Owners of Trust Preferred Securities Certificates and the other Trustees of
the occurrence of any such event and of the availability of the Definitive Trust
Preferred Securities Certificates to Owners requesting the same. Upon surrender
to the Property Trustee of the typewritten Trust Preferred Securities
Certificate or Certificates representing the Book-Entry Trust Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Property Trustee shall execute the Definitive Trust Preferred
Securities Certificates in accordance with the instructions of the Clearing
Agency. Neither the Securities Registrar nor the Trustees shall be liable for
any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Trust Preferred Securities Certificates, the Property Trustee shall
recognize the Holders of the Definitive Trust Preferred Securities Certificates
as Securityholders. The Definitive Trust Preferred Securities Certificates shall
be printed, lithographed or engraved or may be produced in any other manner as
is reasonably acceptable to the Property Trustee, as evidenced by the execution
thereof by the Property Trustee.

        SECTION 5.13.   RIGHTS OF SECURITYHOLDERS.

        (a)     The legal title to the Trust Property is vested exclusively in
the Property Trustee (in its capacity as such) in accordance with Section 2.7,
and the Securityholders shall not have any right or title therein other than the
undivided beneficial ownership interests in the assets of the Trust conferred by
their Trust Preferred Securities and they shall have no right to call for any
partition or division of property profits or rights of the Trust except as
described below. The Trust Preferred Securities shall be personal property
giving only the rights specifically set forth therein and in this Trust
Agreement. The Trust Preferred Securities shall have no preemptive or similar
rights and when issued and delivered to Securityholders against payment of the
purchase price therefor will be fully paid and nonassessable by the Trust. The
Holders of the Trust Preferred Securities, in their capacities as such, shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.

        (b)     Any Person who is the Owner of the Trust Preferred Securities
represented by the Trust Preferred Securities Certificates held by the Clearing
Agency or, if a participant in the Clearing Agency is not the Owner, then as
reflected in the records of a Person maintaining an account with such Clearing
Agency (directly or indirectly), in accordance with the rules of such Clearing
Agency, may withdraw all, but not less than all, of the Company Preferred
Securities represented by such Trust Preferred Securities by providing a written
notice to the Property Trustee, with evidence of beneficial ownership in form
satisfactory to the Property Trustee, and providing to the Depositor such
documents or information as the Depositor may request for tax reporting
purposes, at the Corporate Office or at such other office as the Property
Trustee may designate for such withdrawals, all in form satisfactory to the
Property Trustee, in its sole discretion. The Owner's notice shall also be
deemed to be such Owner's agreement to be subject

                                       18
<PAGE>   23

to the terms of the LLC Agreement applicable to the rights of holders of the
Company Preferred Securities.

        Within a reasonable period after such a request has been properly made:
(i) the Depositor shall issue to the withdrawing Owner a Company Preferred
Security Certificate representing the amount of the Company Preferred Securities
so withdrawn, (ii) the Property Trustee, on behalf of the Trust, shall instruct
the Clearing Agency to reduce the amount of Trust Preferred Securities
represented by the Global Certificate held by the Clearing Agency by the
corresponding amount of the Company Preferred Securities withdrawn by the
withdrawing Owner and (iii) the Property Trustee shall reduce the amount of
Company Preferred Securities represented by the Global Certificate held by the
Trust accordingly.

        Any Owner who wishes to withdraw the Company Preferred Securities in
accordance with this Section 5.13(b) shall be required to provide the Depositor
with a completed Form W-9 or such other documents or information as are
requested by the Depositor for tax reporting purposes and thereafter shall be
admitted to the Depositor as a member of the Depositor upon such Owner's receipt
of a Company Preferred Security Certificate registered in such Owner's name.

        The Property Trustee shall deliver the Company Preferred Security
Certificates represented by the Trust Preferred Securities surrendered in
accordance with this Section 5.13(b) to the Owner at the Corporate Trust Office,
except that, at the request, risk and expense of the Owner and for the account
of the Owner, such delivery may be made at such other place as may be designated
by such Owner. The Property Trustee shall deliver such Company Preferred
Security Certificates only upon payment by such Owner to the Property Trustee of
all taxes and other governmental charges and any fees (including the fees and
expenses of the Property Trustee and its counsel) payable in connection with
such delivery and the transfer of such Company Preferred Security Certificates.

        Notwithstanding anything in this Section 5.13(b) to the contrary, if the
Company Preferred Securities represented by Trust Preferred Securities have been
called for redemption in accordance with the LLC Agreement, no Owner of such
Trust Preferred Securities may withdraw any or all of the Company Preferred
Securities represented by such Trust Preferred Securities.

        (c)     In the event that the LLC has been dissolved and Notes in an
aggregate principal amount equal to the aggregate Liquidation Amount of the
Company Preferred Securities have been distributed to the Property Trustee to be
held in place of the Company Preferred Securities as Trust Property, any Person
who is the Owner of the Trust Preferred Securities represented by the Trust
Preferred Securities Certificates held by the Clearing Agency or, if a
participant in the Clearing Agency is not the Owner, then as reflected in the
records of a Person maintaining an account with such Clearing Agency (directly
or indirectly), in accordance with the rules of such Clearing Agency, may
withdraw all, but not less than all, of the Notes represented by such Trust
Preferred Securities by providing a written notice to the Property Trustee, with
evidence of beneficial ownership in form satisfactory to the Property Trustee,
and providing to the Indenture Trustee such documents or information as the
Indenture Trustee may request for tax reporting purposes, at the Corporate
Office or at such other office as the Property Trustee may designate for such
withdrawals, all in form satisfactory to the Property Trustee, in its sole
discretion. The

                                       19
<PAGE>   24

Owner's notice shall also be deemed to be such Owner's agreement to be subject
to the terms of the Indenture applicable to the rights of holders of the Notes.

        Within a reasonable period after such a request has been properly made:
(i) the Property Trustee shall request that the Indenture Trustee issue to the
withdrawing Owner a Note in the principal amount equal to the aggregate
Liquidation Amount of the Trust Preferred Securities representing the Notes so
withdrawn, (ii) the Property Trustee, on behalf of the Trust, shall instruct the
Clearing Agency to reduce the amount of Trust Preferred Securities represented
by the Global Certificate held by the Clearing Agency by an amount of aggregate
Liquidation Amount equal to the principal amount of the Notes withdrawn by the
withdrawing Owner and (iii) the Property Trustee shall reduce the aggregate
principal amount of Notes held by the Trust accordingly.

        Any Owner who wishes to withdraw the Notes in accordance with this
Section 5.13(c) shall be required to provide the Indenture Trustee with a
completed Form W-9 or such other documents or information as are requested by
the Indenture Trustee for tax reporting purposes.

        The Property Trustee shall deliver the Notes represented by the Trust
Preferred Securities surrendered in accordance with this Section 5.13(c) to the
Owner at the Corporate Trust Office, except that, at the request, risk and
expense of the Owner and for the account of the Owner, such delivery may be made
at such other place as may be designated by such Owner. The Property Trustee
shall deliver such Notes only upon payment by such Owner to the Property Trustee
of all taxes and other governmental charges and any fees (including the fees and
expenses of the Property Trustee and its counsel) payable in connection with
such delivery and the transfer of such Notes.

        Notwithstanding anything in this Section 5.13(c) to the contrary, if the
Notes represented by Trust Preferred Securities have been called for redemption
in accordance with the Indenture, no Owner of such Trust Preferred Securities
may withdraw any or all of the Notes represented by such Trust Preferred
Securities.

        (d)     Any holder of Company Preferred Securities may redeposit
withdrawn Company Preferred Securities by delivering to the Property Trustee the
Company Preferred Security Certificate for the Company Preferred Securities to
be deposited, which are (i) if required by the Property Trustee properly
endorsed or accompanied by a properly executed instrument of transfer or
endorsement in form satisfactory to the Property Trustee and in compliance with
the terms of the LLC Agreement and (ii) accompanied by all such certifications
as may be required by the Property Trustee in its sole discretion and in
accordance with the provisions of this Agreement. Within a reasonable period
after such deposit is properly made, the Property Trustee shall instruct the
Clearing Agency to increase the amount of Trust Preferred Securities represented
by the Global Certificate held by the Clearing Agency by an amount equal to the
Company Preferred Securities so deposited. The Property Trustee shall only
accept the redeposit of such Company Preferred Securities upon payment by such
holder of the Company Preferred Securities to the Property Trustee of all taxes
and other governmental charges and any fees and expenses (including the fees and
expenses of the Property Trustee and its counsel) payable in connection with
such deposit and the transfer of the deposited Company Preferred Securities.

                                       20
<PAGE>   25

        (e)     Any holder of Notes may redeposit withdrawn Notes by delivering
to the Property Trustee the Notes to be deposited, which are (i) if required by
the Property Trustee properly endorsed or accompanied by a properly executed
instrument of transfer or endorsement in form satisfactory to the Property
Trustee and in compliance with the terms of the Indenture and (ii) accompanied
by all such certifications as may be required by the Property Trustee in its
sole discretion and in accordance with the provisions of this Agreement. Within
a reasonable period after such deposit is properly made, the Property Trustee
shall instruct the Clearing Agency to increase the amount of Trust Preferred
Securities represented by the Global Certificate held by the Clearing Agency by
an amount equal to the principal amount of the Notes so deposited. The Property
Trustee shall only accept the redeposit of such Notes upon payment by such
holder of the Notes to the Property Trustee of all taxes and other governmental
charges and any fees and expenses (including the fees and expenses of the
Property Trustee and its counsel) payable in connection with such deposit and
the transfer of the deposited Notes.

        (f)     If required by the Property Trustee, Company Preferred Security
Certificates or Notes presented for redeposit at any time shall also be
accompanied by an agreement or assignment, or other instrument satisfactory to
the Property Trustee, that shall provide for the prompt transfer to the Property
Trustee or its nominee of any distribution or other right that any Person in
whose name the Company Preferred Security Certificates or Notes are registered
may thereafter receive upon or in respect of such deposited Company Preferred
Securities or Notes, or in lieu thereof such agreement of indemnity or other
agreement as shall be satisfactory to the Property Trustee.

        (g)     Any Person presenting Company Preferred Security Certificates or
Notes for redeposit in accordance with this Section may be required from time to
time to file such proof of residence or other information, to execute such
certificates and to make such representations and warranties as the Property
Trustee may reasonably deem necessary or proper.

        SECTION 5.14.   RIGHTS WITH RESPECT TO NOTES.

        (a)     For so long as any Trust Preferred Securities remain
Outstanding, if, upon a Note Event of Default, the Indenture Trustee fails or
the holders of not less than 25% in aggregate principal amount of the
outstanding Notes fail to declare the principal of all of the Notes to be
immediately due and payable, the Holders of at least 25% in aggregate
Liquidation Amount of the Outstanding Trust Preferred Securities shall have such
right by a notice in writing to TECO and the Indenture Trustee; and upon any
such declaration such principal amount of and the accrued interest on all of the
Notes shall become immediately due and payable; [provided that the payment of
principal and interest on such Notes shall remain subordinated to the extent
provided in the Indenture.] At any time after such a declaration of acceleration
with respect to the Notes has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as in the
Indenture provided, the Holders of a majority in Liquidation Amount of the Trust
Preferred Securities, by written notice to the Property Trustee, TECO and the
Indenture Trustee may rescind and annul such declaration and its consequences
if:

                (i)     TECO has paid or deposited with the Indenture Trustee a
        sum sufficient to pay

                                       21
<PAGE>   26

                        (A)     all overdue installments of interest on all of
                the Notes,

                        (B)     the principal of (and premium, if any, on) any
                Notes which have become due otherwise than by such declaration
                of acceleration and interest thereon at the rate borne by the
                Notes, and

                        (C)     all sums paid or advanced by the Indenture
                Trustee under the Indenture and the reasonable compensation,
                expenses, disbursements and advances of the Indenture Trustee,
                its agents and counsel; and

                (ii)    all Events of Default with respect to the Notes, other
        than the non-payment of the principal of the Notes which has become due
        solely by such acceleration, have been cured or waived as provided in
        Section 502 of the Indenture.

        The Holders of a majority in aggregate Liquidation Amount of the
Outstanding Trust Preferred Securities may, on behalf of the Holders of all the
Trust Preferred Securities, waive any past default under the Indenture, except a
default in the payment of principal or interest (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration has been deposited with the
Indenture Trustee) or a default in respect of a covenant or provision which
under the Indenture cannot be modified or amended without the consent of the
holder of each outstanding Note. No such waiver or rescission shall affect any
subsequent default or impair any right consequent thereon. Upon receipt by the
Property Trustee of written notice declaring such an acceleration, or rescission
and annulment thereof, by Holders of the Trust Preferred Securities all or part
of which is represented by Book-Entry Trust Preferred Securities Certificates, a
record date shall be established for determining Holders of outstanding Trust
Preferred Securities entitled to join in such notice, which record date shall be
at the close of business on the day the Property Trustee receives such notice.
The Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such notice, whether or not such Holders
remain Holders after such record date; provided, that, unless such declaration
of acceleration, or rescission and annulment, as the case may be, shall have
become effective by virtue of the requisite percentage having joined in such
notice prior to the day which is 90 days after such record date, such notice of
declaration of acceleration, or rescission and annulment, as the case may be,
shall automatically and without further action by any Holder be canceled and of
no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.14(a).

        (b)     For so long as any Trust Preferred Securities remain
Outstanding, to the fullest extent permitted by law and subject to the terms of
this Agreement and the Indenture, upon a Note Event of Default specified in
Section 501(1) or 501(2) of the Indenture, any Holder of Trust Preferred
Securities shall have the right to institute a proceeding directly against TECO,
pursuant to the Indenture, for enforcement of payment to such Holder of the
principal amount of or interest on Notes having a principal amount equal to the
aggregate Liquidation Amount of the Trust Preferred Securities of such Holder (a
"Direct Action"). In connection with any such

                                       22
<PAGE>   27

Direct Action, TECO will be subrogated to the rights of any Holder of the Trust
Preferred Securities to the extent of any payment made by TECO to such Holder of
Trust Preferred Securities as a result of such Direct Action.

                                   ARTICLE 6

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

        SECTION 6.1.    LIMITATIONS ON VOTING RIGHTS.

        (a)     Except as provided in this Section, in Sections 8.10 and 10.2
and as otherwise required by law, no Holder of Trust Preferred Securities shall
have any right to vote or in any manner otherwise control the administration,
operation and management of the Trust or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the Trust
Preferred Securities Certificates, be construed so as to constitute the
Securityholders from time to time as partners or members of an association.

        (b)     VOTING OF COMPANY PREFERRED SECURITIES.

                (i)     If at any time, the holders of Company Preferred
        Securities are entitled to vote under the LLC Agreement, the Property
        Trustee shall: (A) notify the Holders of the Trust Preferred Securities
        of such right, (B) request specific direction from each Holder as to the
        vote with respect to the Company Preferred Securities represented by
        such Holder's Trust Preferred Securities, and (C) vote the relevant
        Company Preferred Securities only in accordance with such specific
        direction.

                (ii)    Upon receiving notice of any meeting at which the
        holders of Company Preferred Securities are entitled to vote, the
        Property Trustee shall, as soon as practicable, mail to the Holders of
        the Trust Preferred Securities a notice as provided under Section 10.8.
        The Depositor shall provide the form of notice to the Trustee to be
        forwarded to the Holders of the Trust Preferred Securities. The notice
        shall contain: (A) all the information that is contained in the notice
        announcing the meeting of the Company Preferred Securities, (B) a
        statement that the Holders of the Trust Preferred Securities shall be
        entitled, subject to any applicable provision of law, to direct the
        Property Trustee specifically as to the exercise of the voting rights
        pertaining to the number of the Company Preferred Securities represented
        by their respective Trust Preferred Securities, and (iii) a brief
        description of the manner in which the Holders of the Trust Preferred
        Securities may give such specific directions.

                (iii)   If the Trust receives a written direction from a Holder,
        the Property Trustee shall vote, or cause to be voted, the amount of the
        Company Preferred Securities represented by such Holder's Trust
        Preferred Securities in accordance with the instructions set forth in
        the direction. If the Property Trustee does not receive specific
        instructions from any Holder, the Property Trustee shall abstain from
        voting the Company Preferred Securities represented by such Holder's
        Trust Preferred Securities.

                (iv)    The Depositor hereby agrees to take all reasonable
        action that may be deemed necessary by the Property Trustee in order to
        enable the Property Trustee to vote

                                       23
<PAGE>   28

        such Company Preferred Securities or cause such Company Preferred
        Securities to be voted.

        (c)     VOTING OF NOTES. In the event that the LLC has been dissolved
and Notes in an aggregate principal amount equal to the aggregate Liquidation
Amount of the Company Preferred Securities have been distributed to the Property
Trustee to be held in place of the Company Preferred Securities as Trust
Property, the provisions of this Section 6.1(c) shall be applicable.

                (i)     If at any time, the holders of Notes are entitled to
        vote under the Indenture, the Property Trustee shall: (A) notify the
        Holders of the Trust Preferred Securities of such right, (B) request
        specific direction from each Holder as to the vote with respect to the
        Notes represented by such Holder's Trust Preferred Securities, and (C)
        vote the relevant Notes only in accordance with such specific direction.

                (ii)    Upon receiving notice of any meeting at which the
        holders of Notes are entitled to vote, the Property Trustee shall, as
        soon as practicable, mail to the Holders of the Trust Preferred
        Securities a notice as provided under Section 10.8. The Depositor shall
        provide the form of notice to the Trustee, consistent with any notice
        provided to the holders of the Notes by the Indenture Trustee, to be
        forwarded to the Holders of the Trust Preferred Securities. The notice
        shall contain: (A) all the information that is contained in the notice
        announcing the meeting of the holders of the Notes, (B) a statement that
        the Holders of the Trust Preferred Securities shall be entitled, subject
        to any applicable provision of law, to direct the Property Trustee
        specifically as to the exercise of the voting rights pertaining to the
        aggregate principal amounts of Notes represented by their respective
        Trust Preferred Securities, and (iii) a brief description of the manner
        in which the Holders of the Trust Preferred Securities may give such
        specific directions.

                (iii)   If the Trust receives a written direction from a Holder,
        the Property Trustee shall vote, or cause to be voted, the aggregate
        principal amount of the Notes represented by such Holder's Trust
        Preferred Securities in accordance with the instructions set forth in
        the direction. If the Property Trustee does not receive specific
        instructions from any Holder, the Property Trustee shall abstain from
        voting the Notes represented by such Holder's Trust Preferred
        Securities.

                (iv)    The Depositor hereby agrees to take all reasonable
        action that may be deemed necessary by the Property Trustee in order to
        enable the Property Trustee to vote such Notes or cause such Notes to be
        voted.

        (d)     If any proposed amendment to the Trust Agreement provides for,
or the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Trust Preferred Securities, whether by way of amendment to the Trust Agreement
or otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Trust Preferred Securities as a class will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in aggregate
Liquidation Amount of the

                                       24
<PAGE>   29

Outstanding Trust Preferred Securities. Notwithstanding any other provision of
this Trust Agreement, no amendment to this Trust Agreement may be made if, as a
result of such amendment, the Trust would be classified as an association
taxable as a corporation for United States Federal income tax purposes.

        SECTION 6.2.    NOTICE OF MEETINGS.

        Notice of all meetings of the Trust Preferred Securityholders, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 10.8 to each Trust Preferred Securityholder of
record, at his registered address, at least 15 days and not more than 90 days
before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.

        SECTION 6.3.    MEETINGS OF TRUST PREFERRED SECURITYHOLDERS.

        No annual meeting of Securityholders is required to be held. The
Property Trustee, however, shall call a meeting of Securityholders to vote on
any matter upon the written request of the Trust Preferred Securityholders of
record of 25% in aggregate Liquidation Amount of the Trust Preferred Securities
(based upon their Liquidation Amount) and the Property Trustee may, at any time
in its discretion, call a meeting of Trust Preferred Securityholders to vote on
any matters as to which Trust Preferred Securityholders are entitled to vote.
All meetings of the Securityholders shall be held at the principal office of the
Trust or at another location determined by the Property Trustee, provided such
location is outside of the State of Florida.

        Trust Preferred Securityholders of record of 50% of the Outstanding
Trust Preferred Securities (based upon their Liquidation Amount), present in
person or by proxy, shall constitute a quorum at any meeting of Securityholders.

        If a quorum is present at a meeting, an affirmative vote by the Trust
Preferred Securityholders of record present, in person or by proxy, holding a
majority of the Trust Preferred Securities (based upon their Liquidation Amount)
held by the Trust Preferred Securityholders of record present, either in person
or by proxy, at such meeting shall constitute the action of the Securityholders,
unless this Trust Agreement requires a greater number of affirmative votes.

        In connection with any action to be taken or determination to be made
under this Section 6.3, all Trust Preferred Securities held by TECO or any of
its affiliates or the Trustees (the "Affiliate Securities") shall be treated as
if they were not outstanding.

        SECTION 6.4.    VOTING RIGHTS.

        Securityholders shall be entitled to one vote for each $____ of
Liquidation Amount represented by their Trust Preferred Securities in respect of
any matter as to which such Securityholders are entitled to vote, provided that
in no event shall Securityholders holding Affiliate Securities be entitled to a
vote.

                                       25
<PAGE>   30

        SECTION 6.5.    PROXIES, ETC.

        At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy; provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Property Trustee, or with such
other officer or agent of the Trust as the Property Trustee may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the
Property Trustee or one or more officers of the Property Trustee. Only
Securityholders of record shall be entitled to vote. When Trust Preferred
Securities are held jointly by several persons, any one of them may vote at any
meeting in person or by proxy in respect of such Trust Preferred Securities, but
if more than one of them shall be present at such meeting in person or by proxy,
and such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Trust Preferred
Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

        SECTION 6.6.    SECURITYHOLDER ACTION BY WRITTEN CONSENT.

        Any action which may be taken by Securityholders at a meeting may be
taken without a meeting if Securityholders holding a majority of all Outstanding
Trust Preferred Securities (based upon their Liquidation Amount) entitled to
vote in respect of such action (or such larger proportion thereof as shall be
required by any express provision of this Trust Agreement) shall consent to the
action in writing, provided that for the purposes of this Section 6.6, the
Affiliate Securities shall be treated as if they were not outstanding.

        SECTION 6.7.    RECORD DATE FOR VOTING AND OTHER PURPOSES.

        For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate in
any distribution on the Trust Preferred Securities in respect of which a record
date is not otherwise provided for in this Trust Agreement, or for the purpose
of any other action, the Property Trustee may from time to time fix a date, not
more than 90 days prior to the date of any meeting of Securityholders or the
payment of a distribution or other action, as the case may be, as a record date
for the determination of the identity of the Securityholders of record for such
purposes.

        SECTION 6.8.    ACTS OF SECURITYHOLDERS.

        Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Trust Agreement to be given, made
or taken by Securityholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Securityholders in
person or by an agent duly appointed in writing; and, except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to the Property Trustee. Such instrument
or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Securityholders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this

                                       26
<PAGE>   31

Trust Agreement and (subject to Section 8.1) conclusive in favor of the
Trustees, if made in the manner provided in this Section.

        The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

        The ownership of Trust Preferred Securities shall be proved by the
Securities Register.

        Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Securityholder of any Trust Preferred Security shall bind
every future Securityholder of the same Trust Preferred Security and the
Securityholder of every Trust Preferred Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustees or the Trust in
reliance thereon, whether or not notation of such action is made upon such Trust
Preferred Security.

        Without limiting the foregoing, a Securityholder entitled hereunder to
take any action hereunder with regard to any particular Trust Preferred Security
may do so with regard to all or any part of the Liquidation Amount of such Trust
Preferred Security or by one or more duly appointed agents each of which may do
so pursuant to such appointment with regard to all or any part of such
Liquidation Amount.

        If any dispute shall arise between the Securityholders and the Property
Trustee or among such Securityholders or Trustees with respect to the
authenticity, validity or binding nature of any request, demand, authorization,
direction, consent, waiver or other Act of such Securityholder or Trustee under
this Article VI, then the determination of such matter by the Property Trustee
shall be conclusive with respect to such matter.

        SECTION 6.9.    INSPECTION OF RECORDS.

        Upon reasonable notice to the Property Trustee, the records of the Trust
shall be open to inspection by Securityholders during normal business hours for
any purpose reasonably related to such Securityholder's interest as a
Securityholder.

                                       27
<PAGE>   32

                                   ARTICLE 7

                         REPRESENTATIONS AND WARRANTIES

        SECTION 7.1.    REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE
                        AND THE DELAWARE TRUSTEE.

        The Property Trustee and the Delaware Trustee, each severally on behalf
of and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Securityholders that:

        (a)     the Property Trustee is a New York banking corporation;

        (b)     the Property Trustee meets the applicable eligibility
requirements set forth in Section 8.7, has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this Trust
Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Trust Agreement;

        (c)     the Delaware Trustee is a Delaware banking corporation duly
organized, validly existing and in good standing in the State of Delaware;

        (d)     the Delaware Trustee meets the applicable eligibility
requirements set forth in Section 8.7, has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this Trust
Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Trust Agreement;

        (e)     this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and the Delaware Trustee and constitutes the
valid and legally binding agreement of each of the Property Trustee and the
Delaware Trustee enforceable against each of them in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

        (f)     the execution, delivery and performance of this Trust Agreement
have been duly authorized by all necessary corporate or other action on the part
of the Property Trustee and the Delaware Trustee and do not require any approval
of stockholders of the Property Trustee and the Delaware Trustee and such
execution, delivery and performance will not (i) violate the charter or by-laws
of the Property Trustee or the Delaware Trustee, (ii) violate any provision of,
or constitute, with or without notice or lapse of time, a default under, or
result in the creation or imposition of, any Lien on any properties included in
the Trust Property pursuant to the provisions of, any indenture, mortgage,
credit agreement, license or other agreement or instrument to which the Property
Trustee or the Delaware Trustee is a party or by which it is bound, or (iii)
violate any law, governmental rule or regulation of the United States or the
State of Delaware, as the case may be, governing the corporate, banking, trust
or general powers of the Property Trustee or the Delaware Trustee (as
appropriate in context) or any order, judgment or decree applicable to the
Property Trustee or the Delaware Trustee;

                                       28
<PAGE>   33

        (g)     neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee (as
appropriate in context) contemplated herein or therein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any
other action with respect to any governmental authority or agency under any
existing Federal law governing the banking, trust or general powers of the
Property Trustee or the Delaware Trustee, as the case may be, or under the laws
of the United States or the State of Delaware; and

        (h)     there are no proceedings pending or, to the best of each of the
Property Trustee's and the Delaware Trustee's knowledge, threatened against or
affecting the Property Trustee or the Delaware Trustee in any court or before
any governmental authority, agency or arbitration board or tribunal which,
individually or in the aggregate, would materially and adversely affect the
Trust or would question the right, power and authority of the Property Trustee
or the Delaware Trustee, as the case may be, to enter into or perform its
obligations as one of the Trustees under this Trust Agreement.

        SECTION 7.2.    REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

        The Depositor hereby represents and warrants for the benefit of the
Securityholders that:

        (a)     the Trust Preferred Securities Certificates issued at each
Closing Date on behalf of the Trust have been duly authorized and will have
been, duly and validly executed, issued and delivered by the Trustees pursuant
to the terms and provisions of, and in accordance with the requirements of, this
Trust Agreement, and the Securityholders will be, as of each such date, entitled
to the benefits of this Trust Agreement; and

        (b)     there are no taxes, fees or other governmental charges payable
by the Trust (or the Trustees on behalf of the Trust) under the laws of the
State of Delaware or any political subdivision thereof in connection with the
execution, delivery and performance by the Property Trustee or the Delaware
Trustee, as the case may be, of this Trust Agreement.

                                   ARTICLE 8

                                  THE TRUSTEES

        SECTION 8.1.    CERTAIN DUTIES AND RESPONSIBILITIES.

        (a)     The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee,
subject to the Trust Indenture Act. Notwithstanding the foregoing, no provision
of this Trust Agreement shall require the Trustees to expend or risk their own
funds or otherwise incur any financial liability in the performance of any of
their duties hereunder, or in the exercise of any of their rights or powers, if
they shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section.
Nothing in this Trust Agreement shall be construed to release the Property
Trustee from

                                       29
<PAGE>   34

liability for its own gross negligent action, its own gross negligent failure to
act, or its own willful misconduct.

        (b)     All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Preferred Securities shall be made only from the revenue
and proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms hereof.
Each Securityholder, by its acceptance of a Trust Preferred Security, agrees
that it will look solely to the revenue and proceeds from the Trust Property to
the extent legally available for distribution to it as herein provided and that
the Trustees are not personally liable to it for any amount distributable in
respect of any Trust Preferred Security or for any other liability in respect of
any Trust Preferred Security. This Section 8.1(b) does not limit the liability
of the Trustees expressly set forth elsewhere in this Trust Agreement and, in
the case of the Property Trustee, in the Trust Indenture Act.

        (c)     No provision of this Trust Agreement shall be construed to
relieve the Property Trustee from liability for its own gross negligent action
or its own gross negligent failure to act or its own willful misconduct, except
that:

                (i)     the Property Trustee shall not be liable for any error
        of judgment made in good faith by an authorized officer of the Property
        Trustee, unless it shall be proved that the Property Trustee was
        negligent in ascertaining the pertinent facts;

                (ii)    the Property Trustee shall not be liable with respect to
        any action taken or omitted to be taken by it in good faith in
        accordance with the direction of the Holders of not less than a majority
        in aggregate Liquidation Amount of the Trust Preferred Securities
        relating to the time, method and place of conducting any proceeding for
        any remedy available to the Property Trustee, or exercising any trust or
        power conferred upon the Property Trustee under this Trust Agreement;

                (iii)   the Property Trustee's sole duty with respect to the
        custody, safe keeping and physical preservation of the Company Preferred
        Securities and the Payment Account shall be to deal with such Property
        in similar manner as the Property Trustee deals with similar property
        for its own account, subject to the protections and limitations on
        liability afforded to the Property Trustee under this Trust Agreement
        and the Trust Indenture Act;

                (iv)    the Property Trustee shall not be liable for any
        interest on any money received by it except as it may otherwise agree in
        writing with the Depositor; and money held by the Property Trustee need
        not be segregated from other funds held by it except in relation to the
        Payment Account maintained by the Property Trustee pursuant to Section
        3.1 and except to the extent otherwise required by law; and

                (v)     the Property Trustee shall not be responsible for
        monitoring the compliance by the Depositor with its duties under this
        Trust Agreement, nor shall the Property Trustee be liable for the
        default or misconduct of the Depositor.

                                       30
<PAGE>   35

        SECTION 8.2.    CERTAIN NOTICES.

        Within ten Business Days after the receipt of notice of TECO's exercise
of its right to defer the payment of interest on the Notes pursuant to the
Indenture, the Property Trustee shall transmit, in the manner and to the extent
provided in Section 10.8, notice of such exercise to the Securityholders, unless
such exercise shall have been revoked.

        SECTION 8.3.    CERTAIN RIGHTS OF PROPERTY TRUSTEE.

        Subject to the provisions of Section 8.1:

        (a)     the Property Trustee may conclusively rely and shall be
protected in acting or refraining from acting in good faith upon any resolution,
Opinion of Counsel, certificate, written representation of a Holder or
transferee, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

        (b)     if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action or
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Trust Preferred Securityholders are entitled to vote under the terms of this
Trust Agreement, the Property Trustee may, in its sole discretion, seek the
instructions of the Depositor by written notice requesting instructions. The
Property Trustee may take and shall be protected in taking such action as has
been directed by the Depositor; provided, however, that if the Property Trustee
does not receive such instructions of the Depositor within ten Business Days
after it has delivered such notice, or such reasonably shorter period of time
set forth in such notice (which to the extent practicable shall not be less than
two Business Days), it may, but shall be under no duty to take or refrain from
taking such action not inconsistent with this Trust Agreement as it shall deem
advisable and in the best interests of the Securityholders, in which event the
Property Trustee shall have no liability except for its own bad faith, gross
negligence or willful misconduct;

        (c)     any direction or act of the Depositor contemplated by this Trust
Agreement shall be sufficiently evidenced by an Officers' Certificate;

        (d)     whenever in the administration of this Trust Agreement, the
Property Trustee shall deem it desirable that a matter be established before
undertaking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of
bad faith on its part, request and rely upon an Officers' Certificate which,
upon receipt of such request, shall be promptly delivered by the Depositor;

        (e)     the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof;

                                       31
<PAGE>   36

        (f)     the Property Trustee may consult with counsel of its selection
(which counsel may be counsel to the Depositor or any of its Affiliates, and may
include any of its employees) and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice; the Property Trustee shall have the right at any
time to seek instructions concerning the administration of this Trust Agreement
from any court of competent jurisdiction;

        (g)     the Property Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Trust Agreement at the request
or direction of any of the Securityholders pursuant to this Trust Agreement,
unless such Securityholders shall have offered to the Property Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;

        (h)     the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more
Securityholders, but the Property Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Property Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Depositor, personally or by agent or attorney;

        (i)     the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, provided that the Property Trustee shall be responsible for
its own negligence or recklessness with respect to selection of any agent or
attorney appointed by it hereunder;

        (j)     whenever in the administration of this Trust Agreement the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request instructions from the Holders of the Trust Preferred
Securities which instructions may only be given by the Holders of the same
proportion in aggregate Liquidation Amount of the Trust Preferred Securities as
would be entitled to direct the Property Trustee under the terms of the Trust
Preferred Securities in respect of such remedy, right or action, (ii) may
refrain from enforcing such remedy or right or taking such other action until
such instructions are received, and (iii) shall be protected in acting in
accordance with such instructions;

        (k)     except as otherwise expressly provided by this Trust Agreement,
the Property Trustee shall not be under any obligation to take any action that
is discretionary under the provisions of this Trust Agreement; and

        (l)     the Property Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed,
upon advice of counsel, by it to be authorized or within the discretion or
rights or powers conferred upon it by this Trust Agreement.

                                       32
<PAGE>   37

        No provision of this Trust Agreement shall be deemed to impose any duty
or obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

        SECTION 8.4.    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

        The recitals contained herein and in the Trust Preferred Securities
Certificates shall be taken as the statements of the Depositor, and the Trustees
do not assume any responsibility for their correctness. The Trustees shall not
be accountable for the use or application by the Depositor of the proceeds of
the Company Preferred Securities.

        SECTION 8.5.    MAY HOLD SECURITIES.

        Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Preferred Securities and, subject to Sections 8.8 and 8.13 and except as
provided in the definition of the term "Outstanding" in Article I, may otherwise
deal with the Trust with the same rights it would have if it were not a Trustee
or such other agent.

        SECTION 8.6.    COMPENSATION; INDEMNITY; FEES.

        The Depositor and TECO agree:

        (a)     to pay to the Trustees from time to time such compensation as
shall be agreed to in writing between the Depositor and the Trustees for all
services rendered by them hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);

        (b)     except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

        (c)     to the fullest extent permitted by applicable law, to indemnify
and hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any
Trustee, and (iv) any employee or agent of the Trust or its Affiliates,
(referred to herein as an "Indemnified Person") from and against any loss,
damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of the creation,
operation or termination of the Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Trust Agreement, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by

                                       33
<PAGE>   38

such Indemnified Person by reason of gross negligence or willful misconduct with
respect to such acts or omissions.

        (d)     to the fullest extent permitted by applicable law, to advance
expenses (including legal fees and expenses) incurred by an Indemnified Person
in defending any claim, demand, action, suit or proceeding, from time to time,
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Depositor of (i) a written affirmation by or on behalf of
the Indemnified Person of its or his good faith belief that it or he has met the
standard of conduct set forth in this Section 8.6 and (ii) an undertaking by or
on behalf of the Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified as
authorized in the preceding subsection.

        The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement or the resignation or removal of any Trustee.

        No Trustee may claim any lien or charge on any Trust Property as a
result of any amount due pursuant to this Section 8.6.

        SECTION 8.7.    CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF
        TRUSTEES.

        (a)     There shall at all times be a Property Trustee hereunder with
respect to the Trust Preferred Securities. The Property Trustee shall be a
Person with a principal place of business outside of the State of Florida and
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. The Property Trustee shall, at all times, administer the
Trust and the Trust Property outside the State of Florida and shall maintain its
books and records outside the State of Florida. If at any time the Property
Trustee with respect to the Trust Preferred Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

        (b)     There shall at all times be a Delaware Trustee with respect to
the Trust Preferred Securities. The Delaware Trustee shall either be (i) a
natural person who is at least 21 years of age and a resident of the State of
Delaware or (ii) a legal entity with its principal place of business in the
State of Delaware and that otherwise meets the requirements of applicable
Delaware law that shall act through one or more persons authorized to bind such
entity.

        SECTION 8.8.    CONFLICTING INTERESTS.

        If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement. The Depositor and any Trustee may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Trust Preferred Securities

                                       34
<PAGE>   39

shall have no rights by virtue of this Trust Agreement in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. Neither the Depositor nor any Trustee shall
be obligated to present any particular investment or other opportunity to the
Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and the Depositor or any Trustee shall have
the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Trustee may engage or be interested in any financial or other
transaction with the Depositor or any Affiliate of the Depositor, or may act as
depository for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Depositor or its Affiliates.

        SECTION 8.9.    CO-TRUSTEES AND SEPARATE TRUSTEE.

        Unless a Note Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor shall have power to appoint
one or more Persons approved by the Property Trustee either to act as co-trustee
jointly with the Property Trustee, of all or any part of such Trust Property, or
to the extent required by law to act as separate trustee of any such property,
in either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section. In case a Note Event of Default has
occurred and is continuing, the Property Trustee alone shall have power to make
such appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bind such entity; provided, however, that any such trustee shall
not be a resident of the State of Florida and shall not have its principal place
of business in the State of Florida.

        Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Depositor.

        Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

        (a)     The Trust Preferred Securities shall be executed and delivered
and all rights, powers, duties, and obligations hereunder in respect of the
custody of securities, cash and other personal property held by, or required to
be deposited or pledged with, the Trustees specified hereunder, shall be
exercised, solely by such Trustees and not by such co-trustee or separate
trustee.

        (b)     The rights, powers, duties, and obligations hereby conferred or
imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or

                                       35
<PAGE>   40

imposed upon and exercised or performed by the Property Trustee or by the
Property Trustee and such co-trustee or separate trustee jointly, as shall be
provided in the instrument appointing such co-trustee or separate trustee,
except to the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Property Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee.

        (c)     The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under this
Section, and, in case a Note Event of Default has occurred and is continuing,
the Property Trustee shall have power to accept the resignation of, or remove,
any such co-trustee or separate trustee without the concurrence of the
Depositor. Upon the written request of the Property Trustee, the Depositor shall
join with the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such resignation or
removal. A successor to any co-trustee or separate trustee so resigned or
removed may be appointed in the manner provided in this Section.

        (d)     No co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of the Property Trustee or any other
trustee hereunder.

        (e)     The Property Trustee shall not be liable by reason of any act of
a co-trustee or separate trustee.

        (f)     Any Act of Holders delivered to the Property Trustee shall be
deemed to have been delivered to each such co-trustee and separate trustee.

        SECTION 8.10.   RESIGNATION AND REMOVAL, APPOINTMENT OF SUCCESSOR.

        No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

        Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Securityholders. If
the instrument of acceptance by the successor Trustee required by Section 8.11
shall not have been delivered to the Relevant Trustee within 30 days after the
giving of such notice of resignation, the Relevant Trustee may, or any
Securityholder who has been a Securityholder of Trust Preferred Securities for
at least six months may, on behalf of himself and all others similarly situated,
petition (at the expense of the Depositor), any court of competent jurisdiction
for the appointment of a successor Relevant Trustee.

        Unless a Note Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by act of the Depositor. If a Note Event
of Default shall have occurred and be continuing, the Property Trustee or the
Delaware Trustee, or both of them, may be removed at such time by Act of the
Holders of a majority in aggregate Liquidation Amount of the Trust Preferred
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Trust), and the Relevant Trustee may, or any Securityholder who
has been a

                                       36
<PAGE>   41

Securityholder of Trust Preferred Securities for at least six months may, on
behalf of himself and all others similarly situated, petition (at the expense of
the Depositor), any court of competent jurisdiction for the appointment of a
successor Relevant Trustee.

        If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Note Event of Default shall have occurred and be continuing,
the Depositor, by act of the Depositor delivered to the retiring Trustee, shall
promptly appoint a successor Trustee or Trustees, and the retiring Trustee shall
comply with the applicable requirements of Section 8.11. If the Property Trustee
or the Delaware Trustee shall resign, be removed or become incapable of
continuing to act as the Property Trustee or the Delaware Trustee, as the case
may be, at a time when a Note Event of Default shall have occurred and be
continuing, the Trust Preferred Securityholders, by Act of the Securityholders
of a majority in aggregate Liquidation Amount of the Trust Preferred Securities
then Outstanding delivered to the retiring Relevant Trustee, shall promptly
appoint a successor Relevant Trustee or Trustees, and such successor Trustee
shall comply with the applicable requirements of Section 8.11.

        The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 10.8 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

        Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Depositor, incompetent or incapacitated, the
vacancy created by such death, incompetence or incapacity may be filled by (a)
the act of the Property Trustee or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Delaware Trustee set forth in Section 8.7).

        SECTION 8.11.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

        In case of the appointment hereunder of a successor Relevant Trustee,
the retiring Relevant Trustee and each successor Relevant Trustee with respect
to the Trust Preferred Securities shall, upon payment of all amounts owed to it
hereunder, execute and deliver an amendment hereto wherein each successor
Relevant Trustee shall accept such appointment and which (a) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Relevant Trustee all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Trust Preferred
Securities and the Trust and (b) shall add to or change any of the provisions of
this Trust Agreement as shall be necessary to provide for or facilitate the
administration of the Trust by more than one Relevant Trustee, it being
understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall duly assign,

                                       37
<PAGE>   42

transfer and deliver to such successor Relevant Trustee all Trust Property, all
proceeds thereof and money held by such retiring Relevant Trustee hereunder with
respect to the Trust Preferred Securities and the Trust.

        Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case way be.

        No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

        SECTION 8.12.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                        BUSINESS.

        Subject to the requirements of Sections 8.7 and 8.9 hereof, any
corporation into which the Property Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of such Relevant Trustee, shall be the
successor of such Relevant Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.

        SECTION 8.13.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST TECO,
                        DEPOSITOR OR TRUST.

        If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor of TECO, the Depositor or the Trust (or any other obligor upon
the Notes, the Company Preferred Securities or the Trust Preferred Securities),
the Property Trustee or the Delaware Trustee, as the case may be, shall be
subject to and shall take all actions necessary in order to comply with the
provisions of the Trust Indenture Act regarding the collection of claims against
TECO, the Depositor or the Trust (or any such other obligor).

        SECTION 8.14.   REPORTS BY THE PROPERTY TRUSTEE.

        (a)     The Property Trustee shall transmit to Securityholders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. If required by Section 313(a) of
the Trust Indenture Act, the Property Trustee shall, within sixty days after
each May 15 following the date of this Trust Agreement deliver to
Securityholders a brief report, dated as of such May 15, which complies with the
provisions of such Section 313(a).

        (b)     A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with each national
stock exchange, the Nasdaq National Market or such other interdealer quotation
system or self-regulatory organization upon which the Trust Preferred Securities
are listed or traded, with the Commission and with the Depositor. The Depositor
will promptly notify the Property Trustee when any Trust Preferred Securities
are listed on any stock exchange, and of any delisting thereof.

                                       38
<PAGE>   43

        SECTION 8.15.   REPORTS TO THE PROPERTY TRUSTEE.

        The Depositor on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314(a) of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

        SECTION 8.16.   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

        The Depositor on behalf of the Trust shall provide to the Property
Trustee such evidence of compliance with any conditions precedent, if any,
provided for in this Trust Agreement that relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) of the Trust
Indenture Act shall be given in the form of an Officers' Certificate.

        SECTION 8.17.   NUMBER OF TRUSTEES.

        The number of initial Trustees shall be two. The Property Trustee and
the Delaware Trustee may be the same Person, subject to the applicable
eligibility requirements set forth herein.

                                   ARTICLE 9

                       TERMINATION, LIQUIDATION AND MERGER

        SECTION 9.1.    DISSOLUTION UPON EXPIRATION DATE.

        Unless earlier dissolved, the Trust shall automatically dissolve on
December 31, 2051 (the "Expiration Date"). Thereafter, the Trust Property shall
be distributed in accordance with Section 9.4.

        SECTION 9.2.    SPECIAL DISTRIBUTION EVENTS.

        The first to occur of any of the following events is a "Special
Distribution Event", the occurrence of which shall cause a distribution of any
undistributed Company Preferred Securities to Securityholders and permit the
dissolution of the Trust:

        (a)     the written direction to the Property Trustee from the
Depositor, only if a Tax Event or an Investment Company Event (each as defined
in the Notes) has occurred, to distribute to Securityholders in exchange for the
Trust Preferred Securities, (i) Company Preferred Securities or (ii) if the LLC
has been liquidated and Notes have been distributed to the Property Trustee to
be held as Trust Property, Notes;

        (b)     the redemption of all of the Trust Preferred Securities;

        (c)     the withdrawal of all of the Company Preferred Securities by the
Securityholders or, if the LLC has been liquidated and Notes have been
distributed to the Property Trustee to be held as Trust Property, the withdrawal
of all of the Notes by the Securityholders; and

                                       39
<PAGE>   44

        (d)     the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

        SECTION 9.3.    TERMINATION.

        As soon as is practicable after the occurrence of an event referred to
in Section 9.1 or 9.2, and upon the completion of the winding up and liquidation
of the Trust under Section 9.4, the Trustees (each of whom is hereby authorized
to take such action) shall file a certificate of cancellation with the Secretary
of State of the State of Delaware terminating the Trust and, upon such filing,
the respective obligations and responsibilities of the Trustees and the Trust
created and continued hereby shall terminate.

        SECTION 9.4.    LIQUIDATION AND DISTRIBUTION.

        (a)     If a Special Distribution Event specified in clause (a), (c) or
(d) of Section 9.2 occurs or upon the Expiration Date, the Trust shall be
liquidated by the Trustees as expeditiously as the Trustees determine to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, to each Securityholder a Like Amount of
Company Preferred Securities or Notes, subject to Section 9.4(d). Notice of
liquidation shall be given by the Property Trustee by first-class mail, postage
prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation
Date to each Holder of Trust Preferred Securities at such Holder's address
appearing in the Securities Register. All notices of liquidation shall:

                (i)     state the Liquidation Date;

                (ii)    state that from and after the Liquidation Date, the
        Trust Preferred Securities will no longer be deemed to be Outstanding
        and any Trust Preferred Securities Certificates not surrendered for
        exchange will be deemed to represent a Like Amount of Company Preferred
        Securities or Notes, as the case may be; and

                (iii)   provide such information with respect to the mechanics
        by which Holders may exchange Trust Preferred Securities Certificates
        for Company Preferred Securities or Notes, as the case may be, or if
        Section 9.4(d) applies receive a Liquidation Distribution, as the
        Property Trustee shall deem appropriate.

        (b)     Except where Section 9.2(b) or 9.4(d) applies, in order to
effect the liquidation of the Trust and distribution of the Company Preferred
Securities or Notes to Securityholders, the Property Trustee shall establish a
record date for such distribution (which shall be not more than 45 days prior to
the Liquidation Date) and, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish such procedures as it
shall deem appropriate to effect the distribution of the Company Preferred
Securities or Notes in exchange for the Outstanding Trust Preferred Securities
Certificates.

        (c)     Except where Section 9.2(b) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Preferred Securities will no longer be deemed to
be Outstanding, (ii) certificates representing a Like Amount of Company
Preferred Securities or Notes representing a Like Amount of Notes will be issued
to Holders of Trust Preferred Securities Certificates, upon surrender of such
certificates to the Property Trustee or their agent for exchange, (iii) the

                                       40
<PAGE>   45

Depositor shall use its best efforts to have the Company Preferred Securities
listed on the New York Stock Exchange or on such other exchange, interdealer
quotation system or self-regulatory organization as the Trust Preferred
Securities are then listed, (iv) any Trust Preferred Securities Certificates not
so surrendered for exchange will be deemed to represent a Like Amount of Company
Preferred Securities or Notes, as the case may be, accruing Dividends at the
rate provided for in the Company Preferred Securities, or interest at the rate
provided for in the Notes, as the case may be, from the last Distribution Date
on which a Distribution was made on such Trust Preferred Securities Certificates
until such certificates are so surrendered (and until such certificates are so
surrendered, no payments of Dividends or Liquidation Preference will be made to
Holders of Trust Preferred Securities Certificates with respect to such Company
Preferred Securities or Notes) and (v) all rights of Securityholders holding
Trust Preferred Securities will cease, except the right of such Securityholders
to receive Company Preferred Securities or Notes, as the case may be, upon
surrender of Trust Preferred Securities Certificates.

        (d)     In the event that, upon the Expiration Date or the occurrence of
a Special Distribution Event, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Company Preferred
Securities or Notes, as the case may be, in the manner provided herein is
determined by the Property Trustee not to be practical, the Trust Property shall
be liquidated, and the Trust shall be wound-up by the Property Trustee in such
manner as the Property Trustee determines. In such event, the Trust Preferred
Securityholders holding Trust Preferred Securities at the time outstanding will
be entitled to receive out of the assets of the Trust available for distribution
to Trust Preferred Securityholders, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, before any distribution of
assets is made to the holders of the Company Common Securities, an amount equal
to the Liquidation Amount per Trust Preferred Security plus accumulated and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If, upon any such winding-up, the Liquidation
Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then the
amounts payable by the Trust on the Trust Preferred Securities shall be paid on
a pro rata basis to the Trust Preferred Securityholders (based upon Liquidation
Amounts).

        SECTION 9.5.    MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS
                        OF THE TRUST.

        The Trust may not merge with or into, consolidate, convert into,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, except pursuant to this
Section 9.5 or Section 9.4. At the request of the Depositor, without the consent
of the Holders of the Trust Preferred Securities, the Property Trustee or the
Delaware Trustee, the Trust may merge with or into, consolidate, convert into,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any State (other than the State of Florida); provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Trust Preferred Securities or (b) substitutes for the
Trust Preferred Securities other securities having substantially the same terms
as the Trust Preferred Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Trust Preferred Securities rank in
priority with respect to distributions and payments upon liquidation, redemption
and

                                       41
<PAGE>   46

otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Company Preferred Securities or the Notes, as the case may be,
(iii) the Successor Securities are listed or traded, or any Successor Securities
will be listed upon notification of issuance, on any national securities
exchange or other organization on which the Trust Preferred Securities are then
listed or traded, if any, (iv) such merger, consolidation, conversion,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Trust Preferred Securities (including any Successor Securities) to be downgraded
by any nationally recognized statistical rating organization, (v) such merger,
consolidation, conversion, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
holders of the Trust Preferred Securities (including any Successor Securities)
in any material respect, (vi) such successor entity has a purpose substantially
identical to that of the Trust, (vii) prior to such merger, consolidation,
conversion, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, conversion, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
holders of the Trust Preferred Securities (including any Successor Securities)
in any material respect, and (b) following such merger, consolidation,
conversion, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity will be required to register as an
investment company under the 1940 Act, (viii) TECO guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee; and (ix) the constituent trust and the successor
entity maintain their principal executive offices outside the State of Florida.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of 100% in Liquidation Amount of the Trust Preferred Securities,
consolidate, amalgamate, merge with or into, convert into or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other Person or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, conversion, amalgamation,
merger, replacement, conveyance, transfer or lease would cause the Trust or the
successor entity to be classified as other than a grantor trust for United
States Federal income tax purposes.

                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

        SECTION 10.1.   LIMITATION OF RIGHTS OF SECURITYHOLDERS.

        The death, incapacity, dissolution, bankruptcy or termination of any
Person having an interest, beneficial or otherwise, in Trust Preferred
Securities shall not operate to terminate this Trust Agreement nor dissolve,
terminate or annul the Trust nor entitle the legal representatives or heirs of
such Person or any Securityholder for such person, to claim an accounting, take
any action or bring any proceeding in any court for a partition or winding-up of
the arrangements contemplated hereby, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

                                       42
<PAGE>   47

        SECTION 10.2.   AMENDMENT.

        (a)     This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any Securityholders, (i) to
cure any ambiguity, correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Trust Agreement, which
shall not be inconsistent with the other provisions of this Trust Agreement, or
(ii) to modify, eliminate or add to any provisions of this Trust Agreement to
such extent as shall be necessary to ensure that the Trust will be classified
for United States Federal income tax purposes as a grantor trust at all times
that any Trust Preferred Securities are outstanding or to ensure that the Trust
will not be required to register as an investment company under the 1940 Act;
provided, however, that in the case of clause (ii), such action shall not
adversely affect in any material respect the interests of any Securityholder,
and any such amendments of this Trust Agreement shall become effective when
notice thereof is given to the Securityholders.

        (b)     Except as provided in Section 6.1(d) or Section 10.2(c) hereof,
any provision of this Trust Agreement may be amended by the Trustees and the
Depositor with (i) the consent of Trust Preferred Securityholders representing
not less than a majority (based upon aggregate Liquidation Amounts) of the Trust
Preferred Securities then Outstanding and (ii) receipt by the Trustees of an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to the Trustees in accordance with such amendment will not affect
the Trust's status as a grantor trust for United States Federal income tax
purposes or the Trust's exemption from status of an investment company under the
1940 Act.

        (c)     In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder, this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Preferred Securities or otherwise adversely affect the
amount of any Distribution required to be made in respect of the Trust Preferred
Securities as of a specified date or (ii) restrict the right of a Securityholder
to institute suit for the enforcement of any such payment on or after such date;
notwithstanding any other provision herein, without the unanimous consent of the
Securityholders, this paragraph (c) of this Section 10.2 may not be amended.

        (d)     Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an investment company under the 1940 Act or fail or cease to be
classified as a grantor trust for United States Federal income tax purposes.

        (e)     Notwithstanding anything in this Trust Agreement to the
contrary, without the consent of the Depositor, this Trust Agreement may not be
amended in a manner which imposes any additional obligation on the Depositor.

        (f)     Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of

                                       43
<PAGE>   48

Counsel and an Officers' Certificate stating that any amendment to this Trust
Agreement is in compliance with this Trust Agreement.

        SECTION 10.3.   SEPARABILITY.

        In case any provision in this Trust Agreement or in the Trust Preferred
Securities Certificates shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

        SECTION 10.4.   GOVERNING LAW.

        THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF SECURITYHOLDERS,
THE TRUST, THE DEPOSITOR AND THE TRUSTEES SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES
SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
LAWS OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION THAT WOULD CALL FOR THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION OTHER THAN THE STATE OF
DELAWARE; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE
SECURITYHOLDERS, THE TRUST, THE DEPOSITOR, THE TRUSTEES OR THIS TRUST AGREEMENT
ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE
PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH
THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR GOVERNMENT BODY OR AGENCY OF
TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE
REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A
TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL
CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY,
(D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A
TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL,
(F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR
CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING,
STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G) THE
ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS
ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS OR
LIABILITIES OR AUTHORITIES AND POWERS OF THE TRUSTEES AS SET FORTH OR REFERENCED
IN THIS TRUST AGREEMENT. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT
APPLY TO THE TRUST.

        SECTION 10.5.   PAYMENTS DUE ON NON-BUSINESS DAY.

        If the date fixed for any payment on any Trust Preferred Security shall
be a day that is not a Business Day, then such payment need not be made on such
date but way be made an the next succeeding day that is a Business Day (except
as otherwise provided in this Trust Agreement)

                                       44
<PAGE>   49

with the same force and effect as though made on the date fixed for such
payment, and no interest shall accrue thereon for the period after such date.

        SECTION 10.6.   SUCCESSORS.

        This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Trust or the Relevant Trustee,
including any successor by operation of law. Except in connection with
transactions permitted under Article Eight of the Indenture and pursuant to
which the assignee agrees in writing to perform the Depositor's obligations
hereunder, or except in connection with a dissolution of the Depositor and the
appointment of a successor to the Depositor in accordance with the provisions of
the LLC Agreement, the Depositor shall not assign its obligations hereunder.

        SECTION 10.7.   HEADINGS.

        The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

        SECTION 10.8.   REPORTS, NOTICES AND DEMANDS.

        Any report, notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Securityholder or the Depositor may be given or served in writing by
deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Trust Preferred Securityholder, to such Trust Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Depositor, to TECO Funding Company __, LLC, 300 Delaware
Avenue, Suite 900, Wilmington, Delaware 19801. Such notice, demand or other
communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

        Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee or the Delaware Trustee shall be given in writing
addressed (until another address is published by the Trust) as follows: (a) with
respect to the Property Trustee to The Bank of New York, 101 Barclay Street,
21st Floor West, New York, New York 10286, Attention: James Hall, Manager of
Municipal Northeast Finance Unit/Corporate Trust Administration; and (b) with
respect to the Delaware Trustee, to The Bank of New York (Delaware), c/o The
Bank of New York, 101 Barclay Street, 21st Floor West, New York, New York 10286,
Attention: James Hall, Manager of Municipal Northeast Finance Unit/Corporate
Trust Administration. Such notice, demand or other communication to or upon the
Trust or the Property Trustee shall be deemed to have been sufficiently given or
made only upon actual receipt of the writing by the Trust or the Property
Trustee.

        SECTION 10.9.   AGREEMENT NOT TO PETITION.

        Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with

                                       45
<PAGE>   50

Article IX, they shall not file, or join in the filing of, a petition against
the Trust under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.9, the Property Trustee
agrees, for the benefit of Securityholders, that at the expense of the
Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be stopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.9 shall survive the
termination of this Trust Agreement.

        SECTION 10.10.  TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

        (a)     This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

        (b)     The Property Trustee shall be the only Trustee which is a
trustee for the purposes of the Trust Indenture Act.

        (c)     If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Trust
Agreement by any of the provisions of the Trust Indenture Act, such required
provision shall control. If any provision of this Trust Agreement modifies or
excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Trust Agreement
as so modified or excluded, as the case may be.

        (d)     The application of the Trust Indenture Act to this Trust
Agreement shall not affect the nature of the Securities as equity securities
representing undivided beneficial ownership interests in the assets of the
Trust.

        SECTION 10.11.  ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND
                        INDENTURE.

        THE RECEIPT AND ACCEPTANCE OF A TRUST PREFERRED SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP
INTEREST IN SUCH TRUST PREFERRED SECURITY OF ALL THE TERMS AND PROVISIONS OF
THIS TRUST AGREEMENT AND AGREEMENT TO THE [SUBORDINATION PROVISIONS AND OTHER]
TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF
THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF
THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE
TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

        THIS TRUST AGREEMENT is executed as of the date first above written.

                                       46
<PAGE>   51

                                                TECO FUNDING COMPANY __, LLC,
                                                as Depositor


                                                By:
                                                   -----------------------------

                                                     Name:

                                                     Title:


                                                THE BANK OF NEW YORK,
                                                as Property Trustee


                                                By:
                                                   -----------------------------

                                                     Name:

                                                     Title:


                                                THE BANK OF NEW YORK (DELAWARE),
                                                as Delaware Trustee


                                                By:
                                                   -----------------------------

                                                     Name:

                                                     Title:


        TECO Energy, Inc. joins in this Trust Agreement solely for the purposes
of obligating itself under Sections 2.3 and 8.6 of this Trust Agreement and not
as depositor, trustee or beneficiary.


                                                TECO ENERGY, INC.


                                                By:
                                                   -----------------------------

                                                     Name:

                                                     Title:

                                       47
<PAGE>   52

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                              TECO CAPITAL TRUST __


        This Certificate of Trust of TECO Capital Trust __ (the "Trust"), dated
________, 20__, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. Section 3801 et seq.) (the "Act").

        1.      Name. The name of the business trust being formed hereby is TECO
Capital Trust __.

        2.      Delaware Trustee. The name and business address of the trustee
of the Trust with a principal place of business in the State of Delaware are as
follows:

                        The Bank of New York (Delaware)
                        White Clay Center
                        Route 273
                        Newark, Delaware 19711

        3.      Effective Date. This Certificate of Trust shall be effective
immediately upon its filing with the Secretary of State of the State of
Delaware.

        In Witness Whereof, the undersigned, being all of the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written in accordance with Section 3811(a) of the Act.

                                                THE BANK OF NEW YORK,
                                                as Property Trustee


                                                By:
                                                   -----------------------------

                                                     Name:

                                                     Title:


                                                THE BANK OF NEW YORK (DELAWARE),
                                                as Delaware Trustee


                                                By:
                                                   -----------------------------

                                                     Name:

                                                     Title:

<PAGE>   53

                                                                       EXHIBIT B

                    Book-Entry-Only Corporate Debt Securities

                            Letter of Representations
                      [To be Completed by Issuer and Agent]

                              TECO CAPITAL TRUST __
                                [Name of Issuer]

                        The Bank of New York, as Trustee
                                 [Name of Agent]

                                                                          [Date]

Attention: General Counsel's Office
The Depository Trust Company
55 Water Street 49th Floor
New York, NY 10041-0099

        Re:

Ladies and Gentlemen:

        This letter sets forth our understanding with respect to certain matters
relating to the Securities. Agent shall act as trustee, paying agent, fiscal
agent, or other agent of Issuer with respect to the Securities. The Securities
have been issued pursuant to a trust indenture, resolution, or other such
document authorizing the issuance of the Securities dated August 17, 1998, as
amended (the "Document"). __________ is distributing the Securities through The
Depository Trust Company ("DTC"). To induce DTC to accept the Securities as
eligible for deposit at DTC, and to act in accordance with its Rules with
respect to the Securities, Issuer and Agent make the following representations
to DTC:

        1.      Prior to closing on the Securities on _________, 20__, there
shall be deposited with DTC one or more Security certificates registered in the
name of DTC's nominee, Cede & Co., for each stated maturity of the Securities in
the face amounts set forth on Schedule A hereto, the total of which represents
100% of the principal amount of such Securities. If, however, the aggregate
principal amount of any maturity exceeds $___ million, one certificate shall be
issued with respect to each $___ million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

                Unless this certificate is presented by an authorized
                representative of The Depository Trust Company, a New York
                corporation ("DTC"), to Issuer or its agent for registration of
                transfer, exchange, or payment, and any certificate issued is
                registered in the name of Cede & Co. or in such other name as is
                requested by an authorized representative of DTC (and any
                payment is made to Cede & Co. or to such other entity as is
                requested by an authorized representative of DTC), ANY

<PAGE>   54

                TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
                OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
                hereof, Cede & Co., has an interest herein.

Issuer represents: [Note: Issuer must represent one of the following, and shall
cross out the other.]

        The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance Certificate
Agreement between Agent and DTC currently in effect.

        On each day on which Agent is open for business and on which it receives
an instruction originated by a DTC participant ("Participant") through DTC's
Deposit/Withdrawal at Custodian ("DWAC") system to increase the Participant's
account by a specified number of Securities (a "Deposit Instruction"), Agent
shall, no later than 6:30 p.m. (Eastern Time) that day, either approve or cancel
the Deposit Instruction through the DWAC system.

        On each day on which Agent is open for business and on which it receives
an instruction originated by a Participant through the DWAC system to decrease
the Participant's account by a specified number of Securities (a "Withdrawal
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Withdrawal Instruction through the DWAC system.

        Agent agrees that its approval of a Deposit or Withdrawal Instruction
shall be deemed to be the receipt by DTC of a new reissued or reregistered
certificated Security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.

        The Security certificate(s) shall be custodied with DTC.

        2.      Issuer: (a) understands that DTC has no obligation to, and will
not, communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificate(s) by virtue of submission of such certificate(s) to DTC.

        3.      In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC no fewer
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                Supervisor, Proxy Unit
                Reorganization Department

                                       2
<PAGE>   55

                The Depository Trust Company
                55 Water Street 50th Floor
                New York, NY 10041-0099

        4.      In the event of a full or partial redemption, Issuer or Agent
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be distributed to
Security holders (the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
possible, two business days before the Publication Date. Issuer or Agent shall
forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable)
which includes a manifest or list of each CUSIP number submitted in that
transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be no fewer than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be directed to DTC's Call Notification Department at (516) 227-
4164 or (516) 227-4190. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph,
by mail or by any other means, shall be sent to:.

                Manager, Call Notification Department
                The Depository Trust Company
                711 Stewart Avenue
                Garden City, NY 11530-4719

        5.      In the event of a pro rata reduction of principal, Agent shall
send DTC written notice with respect to the dollar amount per $1,000 original
face value (or other minimum authorized denomination if less than $1,000 face
value) payable on each payment date allocated as to the interest and principal
portions thereof preferably five, but no fewer than two, business days prior to
such payment date. Such notice, shall clearly indicate that it relates to a pro
rata reduction of principal. Furthermore, the notice shall also contain the
current pool factor or ratio and Agent contact's name and telephone number.
Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Dividend Department at (212) 855-4555. If the party sending the notice does not
receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-4550. Notices to DTC pursuant to
this Paragraph, or by mail or by any other means, shall be sent to:

                Manager, Announcements
                Dividend Department
                The Depository Trust Company
                55 Water Street 25th Floor
                New York, NY 10041-0099

                                       3
<PAGE>   56

        6.      In the event of an invitation to tender the Securities
(including mandatory tenders, exchanges, and capital changes), notice by Issuer
or Agent to Security holders shall be sent to DTC specifying the terms of the
tender and the Publication Date of such notice. Such notice shall be sent to DTC
by a secure means (e.g., legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that such notice is in
DTC's possession no later than the close of business on the business day before
or, if possible, two business days before the Publication Date. Issuer or Agent
shall forward such notice either in a separate secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use and timeliness of such notice.) Notices to DTC pursuant to
this Paragraph and notices of other corporate actions by telecopy shall be
directed to DTC's Reorganization Department at (212) 855-5488. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-5290. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:

                Manager, Reorganization Department
                Reorganization Window
                The Depository Trust Company
                55 Water Street 50th Floor
                New York, NY 10041-0099

        7.      It is understood that if the Security holders shall at any time
have the right to tender the Securities to Issuer and require that Issuer
repurchase such holders' Securities pursuant to the Document and Cede & Co., as
nominee of DTC, or its registered assigns, as the record owner, is entitled to
tender the Securities, such tenders will be effected by means of DTC's Repayment
Option Procedures. Under the Repayment Option Procedures, DTC shall receive,
during the applicable tender period, instructions from its Participants to
tender Securities for purchase. Issuer and Agent agree that such tender for
purchase may be made by DTC by means of a book-entry credit of such Securities
to the account of Agent, provided that such credit is made on or before the
final day of the applicable tender period. DTC agrees that promptly after the
recording of any such book-entry credit, it will provide to Issuer or Agent an
Agent Receipt and Confirmation or the equivalent, in accordance with the
Repayment Option Procedures, identifying the Securities and the aggregate
principal amount thereof as to which such tender for purchase has been made.
Issuer or Agent shall send DTC notice regarding such optional tender by hand or
by a secure means (e.g., legible facsimile transmission, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice
is in DTC's possession no later than the close of business two business days
before the Publication Date. The Publication Date shall be no fewer than 15 days
prior to the expiration date of the applicable tender period. Such notice shall
state whether any partial redemption of the Securities is scheduled to occur
during the applicable optional tender period. Notices to DTC pursuant to the
above by telecopy shall be directed to DTC's Put Bond Unit at (212) 855-5235. If
the party sending the notice does not receive a telecopy receipt from DTC
confirming that the notice has been received, such party shall telephone (212)
855-5230. Notices to DTC pursuant to the above by mail or by any other means
shall be sent to:

                                       4
<PAGE>   57

                Supervisor, Put Bond Unit
                Reorganization Department
                The Depository Trust Company
                55 Water Street 50th Floor
                New York, NY 10041-0099

        8.      All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities.

        9.      In the event of a change in the interest rate, Agent shall send
notice to DTC of such change and Agent shall indicate the stated coupon rate.
Such notice, which shall include Agent contact's name and telephone number, by
telecopy shall be directed to DTC's Dividend Department at (212) 855-4555. If
the party sending the notice does not receive a telecopy receipt from DTC
confirming that the notice has been received, such party shall telephone (212)
855-4550. Notices to DTC pursuant to this Paragraph, by mail or by any other
means, shall be sent to:

                Manager, Announcements
                Dividend Department
                The Depository Trust Company
                55 Water Street 25th Floor
                New York, NY 10041-0099.

        10.     Issuer or Agent shall provide a written notice of interest
payment information, including the stated coupon rate information, to DTC as
soon as the information is available. Issuer or Agent shall provide such notice
directly to DTC electronically, as previously arranged by Issuer or Agent. If
electronic transmission has not been arranged, absent any other arrangements
between Issuer or Agent and DTC, such information shall be sent by telecopy to
DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855- 4550.
Notices to DTC pursuant to this Paragraph, by mail or by any other means, shall
be sent to DTC's Dividend Department to the address indicated in Paragraph 9.

        11.     Interest payments and principal payments that are part of
periodic principal-and-interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns, in same-day funds no later than 2:30
p.m. (Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m.
(Eastern Time) on the payment date all such interest payments due Agent, or at
such earlier time as may be required by Agent to guarantee that DTC shall
receive payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the
payment date. Absent any other arrangements between Issuer or Agent and DTC,
such funds shall be wired to the Dividend Deposit Account number that will be
stamped on the signature page hereof at the time DTC executes this Letter of
Representations.

        12.     Issuer or Agent shall provide DTC's Dividend Department, no
later than 12:00 noon (Eastern Time) on the payment date, automated notification
of CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level

                                       5
<PAGE>   58

reconciliation to DTC no later than 2:30 p.m. (Eastern Time). Reconciliation
must be provided by either automated means or written format. Such
reconciliation notice, if sent by telecopy, shall be directed to DTC's Dividend
Department at (212) 855-4633, and receipt of such reconciliation notice shall be
confirmed by telephoning (212) 855-4430.

        13.     Maturity and redemption payments allocated with respect to each
CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all maturity and redemption payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Redemption Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

        14.     Principal payments (plus accrued interest, if any) as a result
of optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such reorganization payments due Agent, or at such earlier time as required by
Agent to guarantee that DTC shall receive payment in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired to the Reorganization
Deposit Account number that will be stamped on the signature page hereof at the
time DTC executes this Letter of Representations.

        15.     DTC may direct Issuer or Agent to use any other number or
address as the number or address to which notices or payments may be sent.

        16.     In the event of a redemption, acceleration, or any other
similar transaction (e.g., tender made and accepted in response to Issuer's or
Agent's invitation) necessitating a reduction in the aggregate principal amount
of Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

        17.     In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

        18.     DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent (at which time DTC will confirm with Issuer or Agent
the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request, Issuer and Agent shall cooperate fully with DTC

                                       6
<PAGE>   59

by taking appropriate action to make available one or more separate certificates
evidencing Securities to any Participant having Securities credited to its DTC
accounts.

        19.     Nothing herein shall be deemed to require Agent to advance funds
on behalf of Issuer.

        20.     This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

        21.     This Letter of Representations shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to principles of conflicts of law.

        22.     The sender of each notice delivered to DTC pursuant to this
Letter of Representations is responsible for confirming that such notice was
properly received by DTC.

        23.     Issuer recognizes that DTC does not in any way undertake to, and
shall not have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of
1934); or (f) any other local, state, or federal laws or regulations
thereunder..

        24.     Issuer hereby authorizes DTC to provide to Agent listings of
Participant's holdings known as Security Position Listings ("SPLs") with respect
to the Securities from time to time at the request of the Agent. DTC charges a
fee for such SPLs. This authorization, unless revoked by Issuer, shall continue
with respect to the Securities while any Securities are on deposit at DTC, until
and unless Agent shall no longer be acting. In such event, Issuer shall provide
DTC with similar evidence, satisfactory to DTC, of the authorization of any
successor thereto so to act. Requests for SPLs shall be sent by telecopy to the
Proxy Unit of DTC's Reorganization Department at (212) 855- 5181 or (212)
855-5182. Receipt of such requests shall be confirmed by telephoning (212) 855-
5202. Requests for SPLs, sent by mail or by any other means, shall be directed
to the address indicated in Paragraph 3.

        25.     Issuer and Agent shall comply with the applicable requirements
stated in DTC's Operational Arrangements, as they may be amended from time to
time. DTC's Operational Arrangements are posted on DTC's website at
"www.DTC.org."

        26.     The following rider(s), attached hereto, are hereby incorporated
into this Letter of Representations:

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

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

                                       7
<PAGE>   60

NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN
THIS LETTER OF REPRESENTATIONS), AGENT,
AS WELL AS ISSUER, MUST SIGN THIS LETTER.
IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO
PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT
DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS
OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

                                        Very truly yours,

                                        TECO CAPITAL TRUST __
                                        [Issuer]

                                        By:     The Bank of New York, as Trustee

                                        By:
                                           -------------------------------------
                                        [Authorized Officer's Signature]


                                        THE BANK OF NEW YORK
                                        [Agent]

                                        By:
                                           -------------------------------------
                                        [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY

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


cc:     Underwriter/Placement Agent
        Underwriter's/Placement Agent's Counsel.

                                        8
<PAGE>   61

                                    EXHIBIT C

        If the Trust Preferred Security is to be a Global Certificate Insert:

        THIS TRUST PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING
OF TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") OR A NOMINEE OF THE DEPOSITORY. THIS
TRUST PREFERRED SECURITY IS EXCHANGEABLE FOR TRUST PREFERRED SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF
THIS TRUST PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS TRUST PREFERRED
SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

        UNLESS THIS TRUST PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO
TECO CAPITAL TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY TRUST PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

Certificate Number: ___                     Number Of Trust Preferred Securities
                                            CUSIP No. __________

                Certificate Evidencing Trust Preferred Securities

                                       of

                              TECO CAPITAL TRUST __

                        ____% TRUST PREFERRED SECURITIES
             (Liquidation Amount $____ Per Trust Preferred Security)

        TECO Capital Trust __, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of [_________] Trust Preferred Securities of
the Trust representing an undivided beneficial ownership interest in the assets
of the Trust and designated the __% Trust Preferred Securities (the "Trust
Preferred Securities"). The Trust Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and

<PAGE>   62

other terms and provisions of the Trust Preferred Securities are set forth in,
and this certificate and the Trust Preferred Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of ________, 20__ as
the same may be amended from time to time (the "Trust Agreement") including the
designation of the terms of Trust Preferred Securities as set forth therein. The
Trust will furnish a copy of the Trust Agreement to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.

        In Witness Whereof, one of the Property Trustee of the Trust has
executed this certificate this _____ day of ________, 20__.

                                                TECO CAPITAL TRUST __

                                                By:      THE BANK OF NEW YORK
                                                         As Property Trustee


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

                                       2
<PAGE>   63

                                   ASSIGNMENT

        For Value Received, the undersigned assigns and transfers this Trust
Preferred Security to:

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

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

        ---------------------------------------------------------------
                       (Insert assignee's social security
                          or tax identification number)

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

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

        ---------------------------------------------------------------
                    (Insert address and zip code of assignee)
                            and irrevocably appoints

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

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

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

agent to transfer this Trust Preferred Securities Certificate on the books of
the Trust. The agent may substitute another to act for him or her.

Date:
       -----------------------------
Signature:
            ---------------------------------------------
        (Sign exactly as your name appears on the other side
               of this Trust Preferred Securities Certificate)

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

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.