Exhibit 10.1



TECO TRANSPORT CORPORATION

VOLUNTARY RETIREMENT AGREEMENT AND GENERAL RELEASE



THIS VOLUNTARY RETIREMENT AGREEMENT AND GENERAL RELEASE (the Agreement) is made and entered into this
 day of
, 2004, by and between TECO TRANSPORT CORPORATION (the Company), the principal place of
business which is located at 702 North Franklin Street, Tampa, Florida 33602 and JEFF D. RANKIN (the Officer), residing at 910 Harbour Bay Drive, Tampa, Florida 33602.



WHEREAS, the Officer is currently employed in the position of
President, TECO Transport Corporation; and



WHEREAS,
after 35.08 years of credited employment with and service to TECO TRANSPORT CORPORATION, the Officer has elected to retire commencing September 1, 2004, and;



WHEREAS, in recognition of the Officers service the Company desires to extend to the Officer certain payments
and benefits in order to effect a just retirement of the Officer; and



WHEREAS, the parties have mutually agreed to enter into the following Voluntary Retirement Agreement and General Release (the Agreement).



NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is hereby agreed as follows:



1. RETIREMENT DATE



(a) The Officer hereby notifies Company of his intention to apply for
retirement and hereby elects to retire on September 1, 2004 (the Retirement Date). The Officers last day of employment will be August 31, 2004.



(b) The Officer shall perform those duties for the Company as he is specifically assigned by the designated representative
within the Company or its affiliates and can expect to be called upon to perform certain duties prior to the Retirement Date, but he shall not act as an agent for the Company or allow anyone to believe that he has the authority to act on behalf of
the Company except in connection with those specifically assigned duties. Coincident with the Officers execution of this Agreement, the Officer agrees to submit his resignation as an Officer or Director from the Company or any of the
Companys affiliates, if applicable, effective June 30, 2004, by execution and delivery of the resignation letter attached hereto.



2. COMPENSATION AND BENEFITS



(a) From the date of this Agreement up to the Retirement Date, the Officer shall continue to receive the appropriate bi-weekly base salary of $10,696.15
at the same time and manner as other similarly situated employees and shall remain eligible for all of the Companys employee benefit plans in accordance with their terms. Contributions to such plans will be deducted from the Officers
salary as required by the Plans or as requested by the Officer.



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(b) During the month of September 2004, the Company shall pay to the Officer a one-time lump sum
separation payment of $619,502.00. Such amount is equal to the sum of one and one-half times base pay plus target bonus. The payment made to the Officer shall be reduced to reflect the withholding of required FICA and federal withholding taxes
regardless of whether or not the Officer is employed by another employer.



(c) During the month of September 2004, the Company shall pay to the Officer a one-time lump sum separation payment of $336,731.00. Such amount is equal to the present value of the enhanced portion of retirement
benefits under the Officers Supplemental Executive Retirement Plan (the SERP). The enhanced portion represents two years added to the Officers age and length of service calculated based on projected earnings through August
2004 (exclusive of any 2004 Annual Incentive Plan payment which may be paid in 2005, if applicable). The payment made to the Officer shall be reduced to reflect the withholding of required FICA and federal withholding taxes regardless of whether or
not the Officer is employed by another employer.



(d) During
the month of September 2004, the Company shall pay to the Officer a lump-sum payment for his accrued but unused vacation allowance for 2004, plus the value of 134 hours vacation accrual for 2005 less the required FICA and federal withholding taxes.



(e) The Officer shall retain his eligibility to participate in
the Annual Incentive Plan for the plan year 2004, and, if payments are made thereunder, it shall be paid to the Officer in 2005 at the same time and in the same manner as other eligible officers are paid. If paid, all of Officers qualitative
goals shall be paid at target. All other potential goal payments shall be based on corporate performance. Notwithstanding anything herein to the contrary, such payment will be prorated based on eight months of participation in the plan year.
Such payment shall be less the required FICA and federal withholding taxes.



(f) Commencing on the Officers Retirement Date, the Officer shall be entitled to all retirement and associated benefits due such Officer pursuant to Companys retirement and other benefit plans (the
Plans). Nothing contained herein shall be construed to affect the Officers rights as a retiree under such Plans.



(g) During the month of September 2004 the Company shall pay to the Officer a lump-sum payment of $12,000.00 in lieu of providing an individual
career transition counseling program by a professional agency. The payment made to the Officer shall be reduced to reflect the withholding of required FICA and federal withholding taxes regardless of whether or not the Officer is employed by another
employer.



(h) During the month of September 2004 the Company
shall pay to the Officer $5,000.00 for financial assistance for supplemental training that will assist the Officer with his retirement transition. The payment made to the Officer shall be reduced to reflect the withholding of required FICA and
federal withholding taxes regardless of whether or not the Officer is employed by another employer.



(i) At the Officers election the Company will provide medical and dental coverage through the Companys retiree medical program for the Officer
and his covered dependents at no cost to the Officer until February 28, 2006. After that date the Officer may continue to receive coverage pursuant to the normal terms of the retiree medical program as it is amended from time to time.



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(j) All of the Officers outstanding TECO Energy, Inc. stock options shall vest as of the last day
of employment and shall remain exercisable on or before the expiration date specified for each applicable stock option grant notwithstanding the Officers retirement.



(k) The restrictions upon all of the restricted stock granted to the Officer under the TECO Energy, Inc. 1996 Equity
Incentive Plan shall terminate, and all of such restricted stock shall vest for the benefit of the Officer, as of the last day of employment, subject to the provisions of such plan.



(l) The Performance Period shall end as of the last day of employment for Performance Shares granted to Officer under the
TECO Energy, Inc. 1996 Equity Incentive Plan.



3.
CONFIDENTIALITY AND OTHER CONDUCT



(a) The Officer
recognizes and acknowledges that during the course of his employment with the Company, he has been exposed to, has had access to, and has had disclosed to him information and material developed specifically by and for the benefit of the Company and
sensitive and/or proprietary information, business planning and operations information, strategic, financial, business and plant security information, business practices and procedures, and specific Company procedures related thereto and to other
matters, including without limitation trade secrets, trademarks, service marks, trademarked and copyrighted material, patents, patents pending, financial and data processing information, data bases, interfaces, and/or source codes, Company
procedures, specifications, commercial information or other Company or Customer records as described in Administrative Policy 001, including any information or material, belonging to others which has been provided to the Company on a confidential
basis, all of which are hereinafter referred to as Confidential Information.



(b) The Officer agrees to maintain, in strict confidence, the Confidential Information and agrees not to disclose to any third party or to use same to benefit himself or any third party (other than the Officers
financial and legal advisors) the Confidential Information or the fact of, the terms of or the amount of the consideration paid as part of this Agreement. The Officer shall be prohibited from using, duplicating, reproducing, copying, distributing,
disclosing such Confidential Information regardless of form or purpose, including without limitation, verbal disclosure, data, documents, electronic media or any other media form. The Officer agrees to abide by the non-disclosure and non-use
obligations relating to Company records, information, and property contained in the Companys Standards of Integrity.



(c) The restrictions on the Officers disclosure of Confidential Information set out herein do not apply to such information which (i) is now, or
which hereafter, through no act or failure to act on the part of the Officer, becomes generally known or available to the public; or (ii) is required to be disclosed by a court of competent jurisdiction or by an administrative or quasi-judicial body
having jurisdiction over the subject matter after the Officer has given the Company reasonable prior notice of such disclosure requirement.



(d) The Officer agrees to conduct himself in all actions or conduct relating to the Company in a manner consistent with existing Company policy and to
refrain from engaging in any conduct which holds the Company up to ridicule in the community or which jeopardizes or adversely affects the business or reputation of the Company.



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(e) For the purpose of this Section the term Company shall mean TECO Energy, Inc., Tampa
Electric Company, TECO Transport Corporation, and all of their subsidiaries and affiliates.



4. RELEASE OF CLAIMS



(a) For and in consideration of the payments and increased benefits made to the Officer pursuant to Section 2. hereof, the Officer, for himself, his heirs, executors, administrators, successors and assigns acknowledges that the payments
being made as consideration are in addition to anything of value to which he is entitled and accordingly hereby releases and agrees to hold harmless the Company (which, for purposes of this section includes the Company, subsidiaries, and any agent,
officer, director or employee thereof) from all claims, rights, causes of action or liabilities of whatever nature, whether at law or in equity, or damages (compensatory, consequential or punitive) against the Company which the Officer, his heirs,
executors, administrators, successors, and assigns, may now have or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing, whatsoever, which has happened, developed or occurred on or before the date of this
Agreement, arising out of the Officers employment (other than Workers Compensation claims pending or otherwise related to such employment) with or termination of employment from the Company or retirement hereunder, including, but not
limited to, claims for wrongful termination, discrimination, retaliation, invasion of privacy, defamation, slander, and/or intentional infliction of emotional distress, any rights to a grievance proceeding and those arising under any federal, state,
or local discrimination or civil rights or labor laws and/or rules or regulations, and/or common law, whether in contract or in tort, as they relate to the employment relationship of the Officer/Employer (including without limitation claims arising
under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act (29 USC §626), Title VII of the Civil Rights Act of 1964, Worker Adjustment and Retraining Notification Act (29 USC §2101-2109), or the Employee
Retirement Income Security Act, as such laws have been or may be amended from time to time).



(b) The Company and the Officer agree that by entering into this Agreement the Officer does not waive claims that may arise after the date of execution of this Agreement.



(c) The Officer acknowledges and agrees that this Agreement shall not be
construed as an admission by Company of any improper or unlawful actions or of any wrongdoing whatsoever against the Officer or any other persons, and Company expressly denies any wrongdoing whatsoever against the Officer or any other employee.



(d) For the purposes of this Section, Company
shall include TECO Energy, Inc., Tampa Electric Company, TECO Transport Corporation, their subsidiaries and affiliates, and any agent, officer, director, or employee thereof.



5. REMEDY AT LAW INSUFFICIENT



The Officer acknowledges that damages at law will be an insufficient remedy if the Officer violates the terms of this
Agreement, and that the Company would suffer a decrease in value and irreparable damage as a result of such violation. Accordingly, on a violation of any of the covenants set forth herein, particularly those contained in Section 3., the Company,
without excluding or limiting any other available remedy, shall be entitled to the following remedies:



(1) Upon posting a reasonable bond and filing with a court of competent jurisdiction an appropriate pleading and affidavit specifying each obligation
breached by the Officer, automatic entry by a court in accordance with Florida Statute §542.335(1)(j) having jurisdiction of an order granting an injunction or specific performance compelling the Officer to comply with that obligation, without
proof of monetary damage or an inadequate remedy at law; and



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(2) Reimbursement of all costs and expenses incurred by the Company in enforcing those obligations or
otherwise defending or prosecuting any litigation arising out of the Officers obligations, including premiums for bonds, fees for experts and investigators, and legal fees, costs, and expenses incurred before a lawsuit is filed and in trial,
appellate, bankruptcy and judgment-execution proceedings.



The
foregoing remedies are cumulative to all other remedies afforded by law or in equity, and the Company may exercise any such remedy concurrently, independently or successively. If for any reason a court of competent jurisdiction determines that the
Company is not entitled to an injunction based on a breach of a material obligation under this Agreement as described above, the Officer shall pay to the Company as liquidated damages, on demand in immediately available legal tender of the United
States of America, a sum equal to all profits, remuneration, or other consideration the Officer gains from all activities in breach or contravention of any of the Officers obligations.



6. SURVIVAL



Neither completion of payments hereunder nor termination of this Agreement
shall be deemed to relieve the Officer or Company of any rights or obligations hereunder which by their very nature survive the completion of payments by the Company, including without limitation, Sections 3. and 4. hereof.



7. ENTIRE AGREEMENT



The Officer acknowledges and agrees that this Agreement contains the entire
agreement between himself and Company and that no statements or promises have been made by either party concerning the contents of this Agreement other than as expressly contained in this document.



8. EFFECTIVE DATE



This Agreement will be governed by the Laws of the State of Florida and
shall become effective at the close of business on the seventh day following the execution and delivery of the Agreement by the Officer (the Rescission Period). At any time during the Rescission Period the Officer may rescind this
Agreement by giving written notice to the Company at its Human Resources Department.



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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  | 9. STATEMENT OF UNDERSTANDING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  | THE OFFICER ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT, KNOWS AND UNDERSTANDS THE CONTENTS CONTAINED IN IT, HAS BEEN GIVEN THE OPPORTUNITY TO
CONSIDER THE AGREEMENT FOR TWENTY-ONE (21) DAYS, THE COMPANY HAS ADVISED HIM TO CONSULT AN ATTORNEY IF HE DESIRES AND HE HAS BEEN GIVEN THE OPPORTUNITY TO DO SO. FURTHER, THE OFFICER UNDERSTANDS THAT HE MAY RESCIND THIS AGREEMENT AT ANY TIME DURING
THE SEVEN (7) DAYS IMMEDIATELY FOLLOWING EXECUTION. THE OFFICER DOES FREELY AND VOLUNTARILY ASSENT TO ALL OF ITS TERMS AND CONDITIONS AND SIGNS THIS AGREEMENT AS HIS OWN FREE ACT AND RECOGNIZES THAT BY DOING SO HE IS RELEASING THE COMPANY FROM ANY
LIABILITY UNDER THE OLDER WORKERS PROTECTION ACT.
|        | 
|        |  | If the Officer chooses to waive the 21 day requirement, please indicate by initialing and dating the following paragraph in the space provided in the left margin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Initial |  | THE OFFICER DOES HEREBY WAIVE THE TWENTY-ONE (21) DAY PERIOD TO CONSIDER THIS AGREEMENT AS REQUIRED UNDER THE OLDER WORKERS
BENEFIT PROTECTION ACT (29 USC §626). FURTHER, THE OFFICER UNDERSTANDS THAT HE MAY RESCIND THIS AGREEMENT AT ANY TIME DURING THE SEVEN (7) DAYS IMMEDIATELY FOLLOWING EXECUTION.                                                                                                                                                                                                                                                                                                                                                                                                                
|Date    | 
|        | 
|        |  | IN WITNESS WHEREOF, TECO TRANSPORT CORPORATION and JEFF D. RANKIN have caused this instrument to be executed as of the date first written
above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 
|        |  | This Agreement supersedes and replaces any previous version of this agreement or any agreement between the parties concerning this
retirement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



|           |  |                             |  |                   
|---------- |  | --------------------------- |  | ------------------
|WITNESSES: |  | TECO TRANSPORT CORPORATION,
|           |  | A FLORIDA CORPORATION      
|           |  |                            
|           |  | BY:                         |  |                   
|           |  |                             |  | Gordon L. Gillette
|           |  |                             |  | Treasurer         



CAUTION! READ BEFORE
SIGNING



| |  |              |  |               
| |  | ------------ |  | --------------
| |  | BY:          |  |               
| |  |              |  | Jeff D. Rankin
| |  | DATE
SIGNED:



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, 2004



To the Respective Boards of TECO Energy, Inc. and/or its subsidiaries with which I am
affiliated:



Dear Sirs:



I hereby tender my resignation effective June 30, 2004 as an officer and/or director of any
subsidiary of TECO Energy, Inc. with which I am currently affiliated.



Very truly yours,D. J. Rankin




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