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                                                                   Exhibit 10.1




                               TECO ENERGY, INC.
                           1996 EQUITY INCENTIVE PLAN

                    REPLACEMENT PERFORMANCE SHARES AGREEMENT


         TECO Energy, Inc. (the "Company") and ________________ (the "Grantee")
have entered into this Replacement Performance Shares Agreement (the
"Agreement") dated June 1, 2000 under the Company's 1996 Equity Incentive Plan
(the "Plan"). Capitalized terms not otherwise defined herein have the meanings
given to them in the Plan.

         1.       Grant of Performance Shares. Pursuant to the Plan and subject
to the terms and conditions set forth in this Agreement, the Company hereby
grants, issues and delivers to the Grantee __________ shares ("Number of
Restricted Performance Shares") of its Common Stock (the "Restricted
Performance Shares") as of the date of this Agreement and will grant, issue and
deliver to the Grantee the Performance Reward Percentage of __________ shares
("Number of Additional Performance Shares") of its Common Stock (the
"Additional Performance Shares") no later than 30 days after the end of the
Performance Period.

         The "Performance Period" is the period beginning April 1, 2000 and
ending on the date determined under Section 3.

         "Total Shareholder Return" is the amount obtained by dividing (1) the
sum of (a) the amount of dividends with respect to the Performance Period,
assuming dividend reinvestment, and (b) the difference between the share price
at the end and beginning of the Performance Period, by (2) the closing share
price at the beginning of the Performance Period, with the share price in each
case being determined by using the closing price on the date of determination
or, in the case of dates of determination at the beginning of the Performance
Period, the trading day immediately preceding the date of determination. The
share price shall be equitably adjusted for stock splits and other similar
corporate actions affecting the stock.

         The "Performance Increment" is the Total Shareholder Return with
respect to the Company's Common Stock minus the Total Shareholder Return of the
median company in the Dow Jones US Electrical Utilities Index-All Regions (ELC)
as in effect at the end of the Performance Period.

         The "Performance Reward Percentage" is the percentage shown in column
B for Restricted Performance Shares and in column C for Additional Performance
Shares corresponding to the Performance Increment in column A, with
interpolation of the percentages in columns B and C in proportion to the
corresponding percentage points in column A for percentage (rounded to the
nearest tenth of a percent) Performance Increments of more than negative 8.3
but less than 21.7.




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                                                                   Exhibit 10.1



          A                               B                          C
     PERFORMANCE                   PERFORMANCE REWARD        PERFORMANCE REWARD
      INCREMENT                     PERCENTAGE FOR            PERCENTAGE FOR
                                      RESTRICTED                ADDITIONAL
                                   PERFORMANCE SHARES        PERFORMANCE SHARES

-8.3 percentage points                    50%                       0%
 6.7 percentage points                   100%                       0%
21.7 or more percentage points           100%                      100%



         2.       Restrictions on Restricted Performance Shares. Until the
restrictions terminate under Section 3, unless otherwise determined by the
Committee:

                  (a)      the Restricted Performance Shares may not be sold,
assigned, pledged or transferred by the Grantee; and

                  (b)      all Restricted Performance Shares will be forfeited
and returned to the Company if the Grantee ceases to be an employee of the
Company or any business entity in which the Company owns directly or indirectly
50% or more of the total voting power or has a significant financial interest
as determined by the Committee (an "Affiliate").

         3.       End of Performance Period and Termination of Restrictions.
The Performance Period will end, the restrictions on the Performance Reward
Percentage of the Number of Restricted Performance Shares will terminate, the
remainder of the Restricted Performance Shares will be forfeited and returned
to the Company, and the Grantee will cease to have any right to receive any
Additional Performance Shares in excess of the Performance Reward Percentage of
the Number of Additional Performance Shares, on the earliest to occur of the
following events:

                  (a)      the Grantee's death;

                  (b)      the termination of Grantee's employment with the
Company or any Affiliate because of a disability that would entitle the Grantee
to benefits under the long-term disability benefits program of the Company for
which the Grantee is eligible, as determined by the Committee;

                  (c)      the termination by the Company or any Affiliate of
Grantee's employment other than for Cause as determined by the Committee.
"Cause" means (i) willful and continued failure of the Grantee to substantially
perform his duties with the Company or such Affiliate (other than by reason of
physical or mental illness) after written demand specifically identifying such
failure is given to the Grantee by the Company, or (ii) willful conduct by the
Grantee that is demonstrably and materially injurious to the Company. For
purposes of this subsection, "willful" conduct requires an act, or failure to
act, that is not in good faith and that is without reasonable belief that the
action or omission was in the best interest of the Company or the Affiliate;




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                                                                   Exhibit 10.1

         (d)      the Grantee's retirement from the Company or an Affiliate at
or after attainment of the age at which benefits are payable under the TECO
Energy Group Retirement Plan or any successor thereto without reduction for
commencement of benefits before normal retirement age, or any earlier date that
the Committee determines will constitute a normal retirement for purposes of
this Agreement;

         (e)      upon a Change in Control. For purposes of this Agreement, a
"Change in Control" means a change in control of the Company of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), whether or not the Company is in fact required to
comply therewith; provided, that, without limitation, such a Change in Control
shall be deemed to have occurred if:

                  (1)      any "person" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act), other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company or a
corporation owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of stock of the
Company is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities;

                  (2)      during any period of twenty-four (24) consecutive
months (not including any period prior to the date of this Agreement),
individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director (other than a director designated
by a person who has entered into an agreement with the Company to effect a
transaction described in subsections (1), (3) or (4) of this Section 3(e))
whose election by the Board of Directors of the Company or nomination for
election by the shareholders of the Company was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of such period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof;

                  (3)      there is consummated a merger or consolidation of
the Company or any direct or indirect subsidiary of the Company with any other
corporation, other than (i) a merger or consolidation resulting in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 65% of the combined voting
securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation or (ii) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no "person" (as hereinabove defined) acquires 30%
or more of the combined voting power of the Company's then outstanding
securities; or

                  (4)      the shareholders of the Company approve a plan of
complete liquidation of the Company or there is consummated the sale or
disposition by the Company of all or substantially all of the Company's assets;
or

         (f)      March 31, 2002.




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                                                                   Exhibit 10.1

         4.       Rights as Shareholder. Subject to the restrictions and other
limitations and conditions provided in this Agreement, the Grantee as owner of
the Restricted Performance Shares will have all the rights of a shareholder,
including but not limited to the right to receive all dividends paid on, and
the right to vote, the Restricted Performance Shares.

         5.       Stock Certificates. Each certificate issued for shares of
Restricted Performance Shares will be registered in the name of the Grantee and
deposited by the Grantee with the Company and will bear a legend in
substantially the following form:

                  THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
                  STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS, CONDITIONS
                  AND RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER AND
                  FORFEITURE PROVISIONS) CONTAINED IN AN AGREEMENT BETWEEN THE
                  REGISTERED OWNER AND TECO ENERGY, INC. A COPY OF SUCH
                  AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE
                  UPON WRITTEN REQUEST AND WITHOUT CHARGE.

         Upon the termination of the restrictions imposed under this Agreement
as to any shares of Restricted Performance Shares deposited with the Company
hereunder under conditions that do not result in the forfeiture of those
shares, the Company will return to the Grantee (or to such Grantee's legal
representative, beneficiary or heir) certificates, without such legend, for
such shares.

         6.       Adjustment of Terms. In the event of corporate transactions
affecting the Company's outstanding Common Stock, the Committee will equitably
adjust the number and kind of Additional Performance Shares subject to this
Agreement to the extent provided by the Plan.

         7.       Notice of Election Under Section 83(b). If the Grantee makes
an election under Section 83(b) of the Internal Revenue Code of 1986, as
amended, with respect to Restricted Performance Shares, he or she will provide
a copy thereof to the Company within 30 days of the filing of such election
with the Internal Revenue Service.

         8.       Withholding Taxes. The Grantee will pay to the Company, or
make provision satisfactory to the Committee for payment of, any taxes required
by law to be withheld in respect of the Restricted Performance Shares and
Additional Performance Shares no later than the date of the event creating the
tax liability. In the Committee's discretion, such tax obligations may be paid
in whole or in part in shares of Common Stock, including the Restricted
Performance Shares and the Additional Performance Shares, valued at fair market
value on the date of delivery. The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the Grantee.

         9.       The Committee. Any determination by the Committee under, or
interpretation of the terms of, this Agreement or the Plan will be final and
binding on the Grantee.

         10.      Limitation of Rights. The Grantee will have no right to
continued employment by virtue of this Agreement.




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                                                                   Exhibit 10.1



         11.      Amendment. The Company may amend, modify or terminate this
Agreement, including substituting another Award of the same or a different type
and changing the date of realization, provided that the Grantee's consent to
such action will be required unless the action, taking into account any related
action, would not adversely affect the Grantee.

         12.      Governing Law. This Agreement will be governed by and
interpreted in accordance with the laws of Florida.

         BY SIGNING THIS AGREEMENT THE GRANTEE, PURSUANT TO PARAGRAPH 11 OF THE
PERFORMANCE SHARE AGREEMENT BETWEEN GRANTEE AND COMPANY DATED APRIL 21, 1999
(THE "1999 AGREEMENT"), CONSENTS TO THE TERMINATION AND CANCELLATION OF THE
1999 AGREEMENT. GRANTEE UNDERSTANDS THAT NO BENEFITS WILL BE PAYABLE UNDER THE
1999 AGREEMENT.


                                        TECO ENERGY, INC.


                                        By:
                                           ------------------------------------
                                                R. A. Dunn
                                                Vice President-Human Resources





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




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