<PAGE>   1

                                                                       EXHIBIT A

CUSIP NO.: ____________                          PRINCIPAL AMOUNT:  $400,000,000

REGISTERED NO. ____

                                TECO ENERGY, INC.

                              7.20% Notes Due 2011

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

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

     This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of Cede & Co., or such
other nominee of The Depository Trust Company, a New York corporation, or any
successor depositary ("Depositary"), as requested by an authorized
representative of the Depositary. This Note is exchangeable for Notes registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary.

<TABLE>
<CAPTION>

                               ------------------------------------------
<S>                                <C>                                    <C>
ORIGINAL ISSUE DATE:               INTEREST PAYMENT DATES: May 1 and      SINKING FUND: N/A
May __, 2001                       November 1 of each year, up to but
                                   excluding May 1, 2011, commencing      YIELD TO MATURITY: N/A
ISSUE PRICE: 99.733% (as a         November 1, 2001.
percentage of principal amount)                                           REDEMPTION:  Redeemable in whole or
                                   SPECIFIED CURRENCY: U.S. dollars       in part, at the Company's option,
STATED MATURITY: May 1, 2011       (if other than U.S. dollars): N/A      from time to time at the redemption
                                                                          prices described on the reverse of
INTEREST RATE: To but excluding    AUTHORIZED DENOMINATIONS: N/A          this Note.
May 1, 2011, 7.20% per annum.      (Only applicable if Specified
                                   Currency is other than U.S. dollars)   REMARKETING PROVISIONS: N/A

                                                                          DEPOSITARY: The Depository
                                                                          Trust Company
</TABLE>

                                       A-1
<PAGE>   2
     TECO ENERGY, INC., a corporation duly organized and existing under the laws
of the State of Florida (herein called the "COMPANY," which term includes any
successor Corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum set forth on the face of this Note on the Stated Maturity, upon
the presentation and surrender hereof at the principal corporate trust office of
The Bank of New York, or its successor in trust (the "TRUSTEE") or such other
office as the Trustee has designated in writing, and to pay interest on the
unpaid principal balance hereof at a rate per annum (computed based on a 360-day
year consisting of twelve 30-day months) equal to the Interest Rate set forth on
the face of this Note for the period from the Original Issue Date to, but
excluding, the Stated Maturity.

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

     Interest on this Note will be computed on the basis of a year of 360 days
consisting of twelve 30-day months.

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

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

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



                                      A-2
<PAGE>   3


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



Dated:  ____________, 2001



TRUSTEE'S CERTIFICATE                         TECO ENERGY, INC.
OF AUTHENTICATION

This is one of the series designated
therein referred                              By:_______________________________
to in the within-mentioned Indenture.         Name:  Gordon L. Gillette
                                              Title: Vice President - Finance
                                                     and Chief Financial Officer

THE BANK OF NEW YORK,
as Authenticating Agent for the Trustee



By:
   --------------------------------------
         Authorized signatory



                                      A-3
<PAGE>   4

                                (REVERSE OF NOTE)

                                TECO ENERGY, INC.

                              7.20% Notes Due 2011

     This Note is one of a duly authorized issue of securities of the Company
(herein called the "NOTES"), issued and to be issued under an Indenture dated as
of August 17, 1998, as supplemented by the Fourth Supplemental Indenture, dated
as of April 30, 2001 (as such has been or shall be amended or supplemented, the
"INDENTURE"), between the Company and The Bank of New York, as trustee (the
"TRUSTEE", which term includes any successor Trustee under the Indenture), to
which Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of the
securities of the series designated on the face hereof, limited in aggregate
principal amount to $400,000,000.

                                   DEFINITIONS

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

     "ADJUSTED TREASURY RATE" means, with respect to any redemption date:

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

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

The Adjusted Treasury Rate will be calculated on the third Business Day
preceding the redemption date.



                                      A-4
<PAGE>   5

     "BUSINESS DAY" shall mean any day other than a Saturday or Sunday that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulations to close in the City of New York.

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

     "COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.

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

     "INDEPENDENT INVESTMENT BANKER" means Chase Securities Inc. and its
successors, or if that firm is unwilling or unable to serve as such, an
independent investment and banking institution of national standing appointed by
the Company.

     "INTEREST PAYMENT DATE" shall mean the date on which interest on this Note
is paid, which date(s) are set forth on the face of this Note.

     "REFERENCE TREASURY DEALER" means:

     (i)  Chase Securities Inc. and its successors; provided that, if Chase
     Securities Inc. ceases to be a primary U.S. Government securities dealer in
     New York City (Primary Treasury Dealer), the Company will substitute
     another Primary Treasury Dealer; and

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

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

                                  INTEREST RATE

     This Note will bear interest at the rate per annum (computed based on a
360-day year consisting of twelve 30-day months) identified on the face of this
Note.



                                      A-5
<PAGE>   6

                               OPTIONAL REDEMPTION

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

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

     (ii) the sum of the present values of the remaining scheduled payments of
     principal and interest on the Notes then outstanding to be redeemed (not
     including any portion of such payments of interest accrued as of the
     redemption date) discounted to the redemption date on a semiannual basis
     (computed based on a 360-day year consisting of twelve 30-day months) at
     the Adjusted Treasury Rate, plus 25 basis points (0.25%), as calculated by
     an Independent Investment Banker,

plus, in both of the above cases, accrued and unpaid interest thereon to the
redemption date.

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

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

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

                              TRANSFER OR EXCHANGE

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

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



                                      A-6
<PAGE>   7

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

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

                                OTHER PROVISIONS

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

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

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

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


                                      A-7
<PAGE>   8

ABBREVIATIONS

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

  TEN COM -- as tenants in common UNIF GIFT MIN ACT --______ CUSTODIAN_____
  TEN ENT -- as tenants by the entireties             (Cust)         (Minor)
  JT TEN  -- as joint tenants with right of survivorship Under Uniform Gifts to
             Minors Act and not as  tenants in common __________________________
                                                             (State)

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

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

Please Insert Social Security or
Other Identifying Number of Assignee

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

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

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


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


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

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

Dated:
      ------------------            --------------------------------------------


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


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



                                      A-8
<PAGE>   9

                                                                       EXHIBIT B

                                TECO ENERGY, INC.

                              7.20% NOTES DUE 2011

                           SUPPLEMENTAL COMPANY ORDER

     Pursuant to Section 206 of Article Two of the Fourth Supplemental
Indenture, dated as of April 30, 2001, to the Indenture, dated as of August 17,
1998, as amended, you are instructed to prepare and authenticate a Note, of the
series identified above, in the principal amount of $______________. The Note is
being delivered in exchange for issued and outstanding Notes of the series
identified above.

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

                                           TECO ENERGY, INC.



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

                                      B-1
<PAGE>   10

CUSIP NO.: 872375AC4                              PRINCIPAL AMOUNT: $400,000,000

REGISTERED NO. 1

                                TECO ENERGY, INC.

                              7.20% Notes Due 2011

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

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

     This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of Cede & Co., or such
other nominee of The Depository Trust Company, a New York corporation, or any
successor depositary ("Depositary"), as requested by an authorized
representative of the Depositary. This Note is exchangeable for Notes registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary.

<TABLE>
<CAPTION>

                                       -----------------------------
<S>                                 <C>                                    <C>
ORIGINAL ISSUE DATE:                INTEREST PAYMENT DATES: May 1 and      SINKING FUND: N/A
May 1, 2001                         November 1 of each year, up to but
                                    excluding May 1, 2011, commencing      YIELD TO MATURITY: N/A
ISSUE PRICE: 99.733% (as a          November 1, 2001.
percentage of principal amount)                                            REDEMPTION: Redeemable in whole or
                                    SPECIFIED CURRENCY: U.S. dollars       in part, at the Company's option,
STATED MATURITY: May 1, 2011        (if other than U.S. dollars): N/A      from time to time at the redemption
                                                                           prices described on the reverse of
INTEREST RATE: To but excluding     AUTHORIZED DENOMINATIONS: N/A          this Note.
May 1, 2011, 7.20% per annum.       (Only applicable if Specified
                                    Currency is other than U.S. dollars)   REMARKETING PROVISIONS: N/A
                                                                           DEPOSITARY: The Depository Trust
                                                                           Company
</TABLE>

<PAGE>   11
     TECO ENERGY, INC., a corporation duly organized and existing under the laws
of the State of Florida (herein called the "COMPANY," which term includes any
successor Corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum set forth on the face of this Note on the Stated Maturity, upon
the presentation and surrender hereof at the principal corporate trust office of
The Bank of New York, or its successor in trust (the "TRUSTEE") or such other
office as the Trustee has designated in writing, and to pay interest on the
unpaid principal balance hereof at a rate per annum (computed based on a 360-day
year consisting of twelve 30-day months) equal to the Interest Rate set forth on
the face of this Note for the period from the Original Issue Date to, but
excluding, the Stated Maturity.

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

     Interest on this Note will be computed on the basis of a year of 360 days
consisting of twelve 30-day months.

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

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

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


                                       1
<PAGE>   12
     IN WITNESS WHEREOF, TECO ENERGY, INC. has caused this instrument to be duly
executed.



Dated:  May 1, 2001



TRUSTEE'S CERTIFICATE                    TECO ENERGY, INC.
OF AUTHENTICATION

This is one of the series designated     By: /s/ Gordon L. Gillette
therein referred to in the                   ----------------------------
within-mentioned Indenture.                  Name:  Gordon L. Gillette
                                             Title: Vice President - Finance and
                                                    Chief Financial Officer


THE BANK OF NEW YORK,
as Authenticating Agent for the Trustee



By: /s/ James Hall
    ---------------------------------
    Authorized signatory


                                       2

<PAGE>   13
                                (REVERSE OF NOTE)

                                TECO ENERGY, INC.

                              7.20% Notes Due 2011

     This Note is one of a duly authorized issue of securities of the Company
(herein called the "NOTES"), issued and to be issued under an Indenture dated as
of August 17, 1998, as supplemented by the Fourth Supplemental Indenture, dated
as of April 30, 2001 (as such has been or shall be amended or supplemented, the
"INDENTURE"), between the Company and The Bank of New York, as trustee (the
"TRUSTEE", which term includes any successor Trustee under the Indenture), to
which Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of the
securities of the series designated on the face hereof, limited in aggregate
principal amount to $400,000,000.

                                   DEFINITIONS

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

     "ADJUSTED TREASURY RATE" means, with respect to any redemption date:

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

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

The Adjusted Treasury Rate will be calculated on the third Business Day
preceding the redemption date.


                                       3
<PAGE>   14
     "BUSINESS DAY" shall mean any day other than a Saturday or Sunday that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulations to close in the City of New York.

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

     "COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.

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

     "INDEPENDENT INVESTMENT BANKER" means Chase Securities Inc. and its
successors, or if that firm is unwilling or unable to serve as such, an
independent investment and banking institution of national standing appointed by
the Company.

     "INTEREST PAYMENT DATE" shall mean the date on which interest on this Note
is paid, which date(s) are set forth on the face of this Note.

     "REFERENCE TREASURY DEALER" means:

     (i)  Chase Securities Inc. and its successors; provided that, if Chase
          Securities Inc. ceases to be a primary U.S. Government securities
          dealer in New York City (Primary Treasury Dealer), the Company will
          substitute another Primary Treasury Dealer; and

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

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

                                  INTEREST RATE

     This Note will bear interest at the rate per annum (computed based on a
360-day year consisting of twelve 30-day months) identified on the face of this
Note.

                               OPTIONAL REDEMPTION

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


                                       4
<PAGE>   15
     (i)  100% of the principal amount of Notes then outstanding to be redeemed,
          or

     (ii) the sum of the present values of the remaining scheduled payments of
          principal and interest on the Notes then outstanding to be redeemed
          (not including any portion of such payments of interest accrued as of
          the redemption date) discounted to the redemption date on a semiannual
          basis (computed based on a 360-day year consisting of twelve 30-day
          months) at the Adjusted Treasury Rate, plus 25 basis points (0.25%),
          as calculated by an Independent Investment Banker,

plus, in both of the above cases, accrued and unpaid interest thereon to the
redemption date.

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

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

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

                              TRANSFER OR EXCHANGE

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

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

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

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


                                       5
<PAGE>   16

                                OTHER PROVISIONS

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

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

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

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


                                       6
<PAGE>   17

ABBREVIATIONS

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

  TEN COM -- as tenants in common UNIF GIFT MIN ACT --______ CUSTODIAN_____
  TEN ENT -- as tenants by the entireties             (Cust)         (Minor)
  JT TEN  -- as joint tenants with right of survivorship Under Uniform Gifts to
             Minors Act and not as tenants in common ___________________________
                                                              (State)

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

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

Please Insert Social Security or
Other Identifying Number of Assignee

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

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

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

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

Dated:
      ------------------------           ---------------------------------------

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


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



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