Exhibit 10.2

                        TAMPA ELECTRIC COMPANY
                     AGREEMENT AND GENERAL RELEASE

     THIS  AGREEMENT AND GENERAL RELEASE (the "Agreement") is made and
entered  into this            day of March, 1998, by and between KEITH
S. SURGENOR, 15103 Contoy Place, Tampa, Florida  33618 (the "Officer")
and TAMPA ELECTRIC COMPANY (the "Company").

     WHEREAS,  the  Officer  is  currently employed in the position of
President and Chief Operating Officer; and

     WHEREAS,  the  Officer  and the Company have agreed that it is in
their  mutual  best  interests that the Officer no longer serve in his
present  position  or  to  continue  his  employment  with the Company
commencing  April 1, 1998, subject to the terms and conditions of this
Agreement, and;

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

     WHEREAS,  the  parties  have  mutually  agreed to enter into this
Agreement.

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

     1.   RESIGNATION DATE

     (a)  The  Officer  hereby resigns his employment with the Company
effective as of April 1, 1998 (the "Resignation Date").

     (b)  Contemporaneously  with the Officer's execution and delivery
of  this  Agreement, the Officer agrees to deliver the attached letter
of  resignation  from  his  position  of President and Chief Operating
Officer of Tampa Electric Company.

     (c)  The  Officer  and  the  Company  agree  to  cooperate in the
development  of joint internal and external announcements prior to the
Resignation  Date  in connection with his resignation.   Upon issuance
of  such  announcements,  the  Officer  agrees  that he will refer all
inquiries  from  the  news  media  to  the  Company for handling.  The
Officer  and  the Company shall approve a statement which sets out the
reason  for the Officer's resignation which shall be used in the event
that  the  Company  is contacted by any prospective employer or by any
person  or  company  seeking  information  about  the  reason for such
Officer's resignation.




                                  17<PAGE>




                                                          Exhibit 10.2

     2.   COMPENSATION AND BENEFITS

     (a)  From  the date of this Agreement up to the Resignation Date,
the  Officer  shall  remain a full-time employee of the Company in the
aforesaid  position, shall continue to receive his monthly base salary
of  $26,667.00  per  month  and  shall  remain eligible for all of the
Company's employee benefit plans in accordance with their terms.  From
the  date  of  this  Agreement,  the  Officer shall have no duties and
responsibilities  and  shall not represent or hold himself out to have
a u thority  to  represent  the  Company  unless  he  is  specifically
authorized  to  do  so  in  writing  by  the Company's Chief Executive
Officer or his designee.

     (b)  Subject  to the issuance of the announcement contemplated by
Section  1(c),  the  Company  shall  make  payments  to the Officer as
follows:  

          (i)  a  lump-sum payment for his accrued but unused vacation
               allowance  for  1998  as  specified  in  Administrative
               Policy I.3.1, Paragraph III B; 

          (ii) a lump-sum payment comprised of the following:

               (x)  an  amount  equal  to  two  times  the  sum of the
               Officer's  base  salary  as of the Resignation Date and
               the  average of his incentive payments for the calendar
               years 1996 and 1997; and

               (y)  an  amount  equal  to the present value of two (2)
               additional  years  of  age and service credit under the
               Officer's  Supplemental  Executive Retirement Plan (the
               "SERP").

          (iii)     a  payment  equal  to  the  present  value  of the
          Officer's  SERP  as of the Resignation Date, paid as a lump-
          sum in accordance with the Officer's election.
     
     (c)  All of the restricted stock granted to the Officer under the
TECO  Energy,  Inc.  1996  Equity  Incentive  Plan  shall vest for the
benefit  of  the  Officer  as  of  the Resignation Date subject to the
provisions of such plan.

     (d)  All  of  the  Officer's  outstanding TECO Energy, Inc. stock
options  shall  remain exercisable by the Officer for the term of each
applicable  stock  option  grant  in accordance with the provisions of
such grant.

     (e)  All  benefits  granted  or  amounts  paid  by the Company as
provided  in Sections 2(a), (b), and (c) above shall be reduced by the
amount of applicable FICA and federal withholding taxes.

                                  18<PAGE>





                                                         Exhibit 10.2

     (f)  For  a  period  of six (6) months from the Resignation Date,
the  Company agrees to purchase from the Officer his primary residence
located at 15103 Contoy Place in Tampa, Florida for an amount equal to
fair  market  value  based  on  an  appraisal by a qualified appraiser
agreed  to  by  the  Officer  and the Company.  During the twelve (12)
months  following  the  date  of  this  Agreement,  the  Company  will
reimburse  the  Officer for moving and storage expenses related to his
relocation  from  Tampa,  Florida  to  another  domicile and temporary
living  expenses  in  such  domicile,  if necessary, for up to six (6)
months  during such period which combined expenses for moving, storage
and  temporary  living, in the aggregate, do not exceed $17,500.00 and
are supported by proper documentation.

     (g)  For a period of two (2) years from the Resignation Date, the
Company  will  reimburse the Officer for the amount of the premium for
the  Officer's  medical  insurance  which he obtains pursuant to COBRA
upon  receipt  by  the  Company  of the invoice to be submitted by the
Officer within thirty (30) days of his having paid it.

     (h)  For a period of two (2) years from the Resignation Date, the
Company  shall  pay the Officer an amount equal to the premium payable
by  the  Officer  upon  exercising  his  conversion  rights  under the
Company's life insurance plan to purchase life insurance with coverage
in the current amount benefitting the Officer.  Such amount payable by
the  Company  shall  be  grossed  up  to  reflect the same tax-favored
treatment  to  the  Officer as if the Company had continued to provide
the coverage under its life insurance plan.

      3.  CONFIDENTIALITY AND OTHER CONDUCT

     (a)  The  Officer  recognizes  and  acknowledges  that during the
course   of  his  employment  with  the  Company,  he  has  developed,
participated  in  the  development of, 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 (including its
parent  company  and other subsidiaries), sensitive and/or proprietary
information,  strategic  planning  and financial information, business
planning,  operations  and  marketing  information,  and personnel and
plant  security  information,  and,  in  each  case,  specific Company
policies,  practices and procedures related thereto and 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  Policies  I.8.7. and I.1.28, 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."


                                  19<PAGE>





                                                          Exhibit 10.2

     (b)  The  Officer  agrees  to maintain, in strict confidence, the
Confidential  Information  and agrees not to disclose the Confidential
Information  or  the  fact  of,  the  terms  of  or  the amount of the
consideration  paid as part of this Agreement to any third party or to
use  the  Confidential  Information  to  benefit  himself or any third
party.    The  Officer  shall  be  prohibited from using, duplicating,
reproducing,  copying,  distributing  or  disclosing  the Confidential
I n f ormation  regardless  of  form  or  purpose,  including  without
limitation verbal disclosure, data, documents, electronic media or any
other media form.  The Officer also agrees to continue 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 or activity
that  in  any  manner  harasses  or  interferes  with the Company, its
employees,  officers  and/or  directors  or  holds  the  Company up to
ridicule  in  the  community or which jeopardizes or adversely affects
the business or reputation of the Company.

     (e)  The  Officer hereby waives all rights to employment with the
Company and agrees not to seek employment with the Company at any time
in the future.

     4.   COMPETITION

     (a)  C o venant  Not  to  Compete.    The  Officer,  directly  or
indirectly,  in  any capacity, either for himself, or on behalf of any
corporation,  partnership,  joint  venture,  business  trust, or other
person or entity, shall not:

     For  a  period  of  two  (2) years commencing on the date of this
Agreement  ("Prohibited  Period"),  (i)  engage  in  any  business, or
acquire an interest in any business (except as the beneficial owner of
publicly-traded  stock), or become affiliated as an agent, consultant,
employee, partner, director, officer, stockholder, or proprietor of or
provide any consulting services to any business that is an electric or
gas  utility,  a  power  marketer,  a gas marketer, an energy services
company,  an  independent  power  producer,  cogenerator,  electric

                                  20<PAGE>




                                                          Exhibit 10.2

wholesale  generator,  municipal  electric  or gas utility or electric
cooperative having its principal place of business within the State of
Florida  or  engage in, or provide services with respect to, strategic
planning,  marketing  and sales in the State of Florida for any of the
foregoing  businesses  regardless  of  its principal place of business
("Competitor");  (ii)  solicit,  divert,  do  business with, or accept
business  from any person who is or has been a customer of the Company
if  such  solicitation,  diversion  or  business  has the effect of or
results  in  the Company's loss of all or a portion of such customer's
business  or  potential  business;  (iii)  represent any person in its
dealings  with the Company; (iv) influence or attempt to influence any
employee  of  the  Company  to  terminate  his/her employment with the
Company  for the purpose of working for a Competitor; or (v) influence
or  attempt to influence any agent, customer, supplier, or distributor
who has a business relationship with the Company to cease or adversely
alter its business relations with the Company.

     (b)  Consideration.   In consideration for Officer's agreement to
the preceding covenant not to compete set forth in Section 4(a) above,
the  Company agrees to pay the Officer TWO HUNDRED THOUSAND AND NO/100
DOLLARS  ($200,000.00)  payable quarterly in the amount of TWENTY-FIVE
THOUSAND  AND NO/100 DOLLARS ($25,000.00).  Such payments shall be due
throughout the Prohibited Period so long as the Officer adheres to the
covenant  not  to  compete set forth in Section 4(a) hereof, breach of
which  shall  entitle the Company to cease making such payments during
the  period of such breach in addition to the other remedies set forth
in  Section 6 hereof.  Such payments shall be made on the first day of
the month immediately following the last day of each calendar quarter.
The first payment hereunder shall be due on July 1, 1998.

     The Officer's covenant not to compete pursuant to Section 4(a) is
independent of any obligation of the Company to the Officer, including
any obligation of the Company to the Officer under this Agreement, and
is  not  subject  to  any  setoff, defense, deduction, or counterclaim
based  on  any  claim that the Officer might have against the Company.
The  Officer  stipulates  that the geographic scope, duration, and the
related  restrictions  are reasonable limitations necessary to protect
the  Company's  business  interests,  and  such  restrictions  do  not
unreasonably   prevent   the   Officer   from   obtaining   acceptable
professional  or  occupational  employment opportunities.  The Officer
acknowledges  that  his position with the Company has given him access
to  the  Confidential  Information defined herein, certain specialized
knowledge  and  training  not  readily available to him otherwise, and
that he has been directly and indirectly responsible for, participated
in  and  contributed  to the development of and managed certain of the
C o mpany's  marketing  and  competitive  business  strategies.    The
Prohibited  Period  covering the obligations set forth in Section 4(a)
above shall be extended by any period of time during which the Officer
is in breach of such obligation.


                                  21<PAGE>





                                                          Exhibit 10.2

     (c)  Reformation.     Each provision of the covenant set forth in
Section  4(a)  shall  be construed and interpreted so that it is valid
and  enforceable  under  applicable  law.    However,  if  a  court of
competent  jurisdiction  determines  that  the  duration, geographical
area,  or  proscribed  activities  contained in the restrictions under
this Agreement would cause strict application of those restrictions to
be   invalid  or  unenforceable  in  a  particular  jurisdiction,  the
restrictions automatically will be reformed to shorten their duration,
d i minish  their  geographical  area,  or  confine  their  proscribed
activities  to  the extent necessary (but only to such extent) to make
the restrictions valid and enforceable.

     5.   RELEASE OF CLAIMS AND INDEMNIFICATION

     (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,  hereby releases and agrees to hold harmless the Company
(which,  for  purposes  of  this  section includes the Company 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, against the Company that 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 Officer's employment
with  or  termination  of  employment  from the Company or resignation
hereunder,   including,  but  not  limited  to,  claims  for  wrongful
termination,  discrimination,  retaliation,  invasion  of  privacy,
defamation,   slander,  and/or  intentional  infliction  of  emotional
distress  and  those claims 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 Employee/Employer
( i n c l uding  without  limitation  claims  arising  under  the  Age
D i s crimination  in  Employment  Act,  the  Older  Workers'  Benefit
Protection  Act  (29  USC  626), Title VII of the Civil Rights Act of
1964,  or  the  Employee  Retirement Income Security Act, as such laws
have been or may be amended from time to time).

     (b)  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 Officer or
any  other  persons,  and  Company  expressly  denies  any  wrongdoing
whatsoever against Officer or any other employee. 

     (c)  The  Officer  covenants  with  and represents to the Company
that  he is the sole owner of any and all claims being waived and from
which  the  Company  is  being released by the Officer in Section 5(a)
above  and  hereby covenants with and agrees to indemnify and save and

                                  22<PAGE>





                                                         Exhibit 10.2

hold  harmless  the  Company  against  any  and all liability, claims,
suits,  damages,  costs, losses and expenses whatsoever, in any manner
resulting  from  or  arising  out  of the matters released above.  The
Company  agrees to indemnify and save and hold harmless the Officer in
accordance  with the provisions of the Company's Bylaws, to the extent
permitted  by  law,  against  all expenses and liabilities incurred in
connection  with  any  threatened,  pending or completed proceeding to
which  the Officer is or becomes a party by reason of the fact that he
was  an  officer or employee of the Company.  The Company's obligation
to indemnify the Officer hereunder is subject to the Officer providing
the  Company  with prompt written notice of any threatened or existing
suit, proceeding or claim.

     6.   REMEDIES

     (a)  Remedy  at  Law  Insufficient.  The parties acknowledge that
damages  at  law  will be an insufficient remedy if:  Officer violates
the  terms  of Sections 3, 4 and 5 hereof or if the Company or Officer
breach  the  covenants  contained  in  Section  1(c) hereof, or if the
Company inappropriately fails to make the payments pursuant to Section
2 hereof, and that each would suffer irreparable damage as a result of
such violation.  Accordingly, upon a violation of any of the covenants
set  out  in  such  Sections  applicable  to the parties, the affected
party, either Officer or the Company without excluding or limiting any
other available remedy, shall be entitled to the following remedies:

          (1)  Upon  posting bond of $1,000.00 and filing with a court
of  competent  jurisdiction  an  appropriate  pleading  and  affidavit
specifying  each  obligation  breached  by  Officer  or  the  Company,
automatic entry by a court having jurisdiction of an order granting an
injunction  or specific performance compelling the defaulting party or
parties  to  comply  with  that  obligation, without proof of monetary
damage or an inadequate remedy at law; and

          (2)  Reimbursement  of  all  costs  and  expenses reasonably
incurred by the non-defaulting party in enforcing those obligations or
otherwise  defending  or prosecuting any litigation arising out of the
defaulting party'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.

     (b)  Cumulative  Remedies.  The foregoing remedies are cumulative
and  in  addition  to  all other remedies afforded or available to the
parties  by  law  or  in equity, and the parties may exercise any such
remedy concurrently, independently or successively.

     (c)  Attorneys' Fees.  In the event that either party is required
to  institute  litigation or some other alternative dispute resolution
process  (other  than  the  proceedings  contemplated  in Section 6(a)

                                  23<PAGE>




                                                          Exhibit 10.2

above) in order to enforce the terms of this Agreement, the prevailing
party  shall be entitled to recover its reasonable attorney's fees and
costs from the other party.

     7.   SURVIVAL

     Neither  completion of payments hereunder nor termination of this
Agreement  shall be deemed to relieve 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,
paragraphs 1(c), 3, 4, 5 and 6 hereof.  For the purpose of Sections 3,
4,  5 and 6 the term "Company" shall mean Tampa Electric Company, TECO
Energy, Inc., and all of its subsidiaries and affiliates.

     8.   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
subjects  of  this Agreement other than as expressly contained in this
document.

      9.  EFFECTIVE DATE

     This  Agreement  shall  be  governed  by the Laws of the State of
Florida  and  shall  become  effective at the close of business on the
seventh  (7th)  day following the date that this Agreement is executed
by the Officer. 























                                  24<PAGE>





                                                          Exhibit 10.2

     11.  STATEMENT OF UNDERSTANDING

     THE  OFFICER  ACKNOWLEDGES  THAT  (A)  HE HAS CAREFULLY READ THIS
AGREEMENT AND RELEASE, KNOWS AND UNDERSTANDS THE CONTENTS CONTAINED IN
IT  AND  HAS BEEN GIVEN THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR
TWENTY-ONE (21) DAYS AND (B) THE COMPANY HAS ADVISED HIM TO CONSULT AN
ATTORNEY  AND HE HAS BEEN GIVEN THE OPPORTUNITY TO DO SO.  THE OFFICER
DOES  FREELY AND VOLUNTARILY ASSENT TO ALL OF ITS TERMS AND CONDITIONS
AND SIGNS THIS AGREEMENT AS HIS OWN FREE 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.

               THE OFFICER DOES HEREBY WAIVE THE TWENTY-ONE (21) DAY
               PERIOD TO CONSIDER THIS AGREEMENT AS REQUIRED
               UNDER THE OLDER WORKERS' BENEFIT PROTECTION ACT
     Initial   (29 USC 626), BUT ACKNOWLEDGES THAT HE HAS
     ____      REVIEWED  AND  CONSIDERED THIS AGREEMENT, HAD CONSULTED
               WITH HIS ATTORNEY AND FREELY AND VOLUNTARILY
     Date      ASSENTS  TO  ALL  OF ITS TERMS AND CONDITIONS AND SIGNS
               THIS AGREEMENT AS HIS OWN FREE ACT.

               IN WITNESS WHEREOF, TAMPA ELECTRIC COMPANY and KEITH S.
          SURGENOR,  have  caused  this  instrument  to be executed in
          Tampa, Florida as of the date first written above.

          WITNESSES:                    TAMPA ELECTRIC COMPANY, A
                                        FLORIDA CORPORATION

                                        BY:                           

                                        Name                          

                                        Title                         

                                   

                          CAUTION! READ BEFORE SIGNING

                                        BY:                           

                                        Name  Keith S. Surgenor

                                        DATE SIGNED:                  






                                       25<PAGE>