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                                                                    EXHIBIT 4.31


                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                       OF

                              TECO CAPITAL TRUST II

                                      AMONG

                   TECO FUNDING COMPANY II, LLC, AS DEPOSITOR,

                              THE BANK OF NEW YORK,
                               AS PROPERTY TRUSTEE

                                       AND

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

                          DATED AS OF JANUARY 15, 2002
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                               TABLE OF CONTENTS

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

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

ARTICLE 2             ESTABLISHMENT OF THE TRUST................................................................    9

         Section 2.1.          Name.............................................................................    9

         Section 2.2.          Office of the Delaware Trustee; Principal Place of Business......................    9

         Section 2.3.          Continuation of Trust............................................................    9

         Section 2.4.          Issuance of the Trust Preferred Securities.......................................   10

         Section 2.5.          Declaration of Trust and Business of the Trust...................................   10

         Section 2.6.          Appointment of Trustees..........................................................   10

         Section 2.7.          Title to Trust Property..........................................................   11

ARTICLE 3             PAYMENT ACCOUNT...........................................................................   11

         Section 3.1.          Payment Account..................................................................   11

ARTICLE 4             CERTAIN TERMS OF THE TRUST PREFERRED SECURITIES...........................................   11

         Section 4.1.          Distributions....................................................................   11

         Section 4.2.          Redemption.......................................................................   13

         Section 4.3.          Tax Returns and Reports..........................................................   14

ARTICLE 5             TRUST PREFERRED SECURITIES CERTIFICATES...................................................   15

         Section 5.1.          Initial Ownership................................................................   15

         Section 5.2.          The Trust Preferred Securities Certificates......................................   15

         Section 5.3.          Execution, Delivery and Pledge of Trust Preferred Securities Certificates........   15

         Section 5.4.          Registration of Transfer and Exchange of Trust Preferred Securities
                               Certificates.....................................................................   15

         Section 5.5.          Remarketing......................................................................   16

         Section 5.6.          Mutilated, Destroyed, Lost or Stolen Trust Preferred Securities
                               Certificates.....................................................................   20

         Section 5.7.          Persons Deemed Holders...........................................................   20

         Section 5.8.          Access to List of Holders' Names and Addresses...................................   20

         Section 5.9.          Maintenance of Office or Agency..................................................   21

         Section 5.10.         Appointment of Paying Agent......................................................   21
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         Section 5.11.         Book-Entry Trust Preferred Securities Certificates...............................   21

         Section 5.12.         Notices to Clearing Agency.......................................................   22

         Section 5.13.         Definitive Trust Preferred Securities Certificates...............................   22

         Section 5.14.         Rights of Holders................................................................   23

         Section 5.15.         Rights with Respect to Notes.....................................................   27

ARTICLE 6             ACTS OF HOLDERS; MEETINGS; VOTING.........................................................   28

         Section 6.1.          Limitations on Voting Rights.....................................................   28

         Section 6.2.          Notice of Meetings...............................................................   30

         Section 6.3.          Meetings of Trust Preferred Holders..............................................   30

         Section 6.4.          Voting Rights....................................................................   31

         Section 6.5.          Proxies, etc.....................................................................   31

         Section 6.6.          Holder Action by Written Consent.................................................   32

         Section 6.7.          Record Date for Voting and Other Purposes........................................   32

         Section 6.8.          Acts of Holders..................................................................   32

         Section 6.9.          Inspection of Records............................................................   33

ARTICLE 7             REPRESENTATIONS AND WARRANTIES............................................................   33

         Section 7.1.          Representations and Warranties of the Property Trustee and the Delaware
                               Trustee..........................................................................   33

         Section 7.2.          Representations and Warranties of Depositor......................................   35

ARTICLE 8             THE TRUSTEES..............................................................................   35

         Section 8.1.          Certain Duties and Responsibilities..............................................   35

         Section 8.2.          Certain Notices..................................................................   36

         Section 8.3.          Certain Rights of Property Trustee...............................................   36

         Section 8.4.          Not Responsible for Recitals or Issuance of Securities...........................   38

         Section 8.5.          May Hold Securities..............................................................   39

         Section 8.6.          Compensation; Indemnity; Fees....................................................   39

         Section 8.7.          Corporate Property Trustee Required; Eligibility of Trustees.....................   40

         Section 8.8.          Conflicting Interests............................................................   40

         Section 8.9.          Co-Trustees and Separate Trustee.................................................   41
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         Section 8.10.         Resignation and Removal, Appointment of Successor................................   42

         Section 8.11.         Acceptance of Appointment by Successor...........................................   43

         Section 8.12.         Merger, Conversion, Consolidation or Succession to Business......................   44

         Section 8.13.         Preferential Collection of Claims Against TECO, Depositor or Trust...............   44

         Section 8.14.         Reports by the Property Trustee..................................................   44

         Section 8.15.         Reports to the Property Trustee..................................................   44

         Section 8.16.         Evidence of Compliance with Conditions Precedent.................................   44

         Section 8.17.         Number of Trustees...............................................................   45

ARTICLE 9             TERMINATION, LIQUIDATION AND MERGER.......................................................   45

         Section 9.1.          Dissolution Upon Expiration Date.................................................   45

         Section 9.2.          Special Distribution Events......................................................   45

         Section 9.3.          Termination......................................................................   45

         Section 9.4.          Liquidation and Distribution.....................................................   46

         Section 9.5.          Mergers, Consolidations, Amalgamations or Replacements of the Trust..............   47

ARTICLE 10            MISCELLANEOUS PROVISIONS..................................................................   48

         Section 10.1.         Limitation of Rights of Holders..................................................   48

         Section 10.2.         Amendment........................................................................   49

         Section 10.3.         Separability.....................................................................   50

         Section 10.4.         Governing Law....................................................................   50

         Section 10.5.         Payments Due on Non-Business Day.................................................   50

         Section 10.6.         Successors.......................................................................   51

         Section 10.7.         Headings.........................................................................   51

         Section 10.8.         Reports, Notices and Demands.....................................................   51

         Section 10.9.         Agreement Not to Petition........................................................   51

         Section 10.10.        Trust Indenture Act; Conflict with Trust Indenture Act...........................   52

         Section 10.11.        Acceptance of Terms of Trust Agreement, Guarantee and Indenture..................   52
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         AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 15, 2002 (the
"Trust Agreement") among (i) TECO Funding Company II, LLC, a Delaware limited
liability company (including any successors or assigns, the "Depositor"), (ii)
The Bank of New York, a New York banking corporation, as property trustee (the
"Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"), (iii) The Bank of New York
(Delaware), a Delaware banking corporation, as Delaware trustee (the "Delaware
Trustee") (the Property Trustee and the Delaware Trustee are referred to
together as the "Trustees") and (iv) the several Holders, as hereinafter
defined.

                                  WITNESSETH :

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

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

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

                                   ARTICLE 1

                                  DEFINED TERMS

         SECTION 1.1. DEFINITIONS.

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

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

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

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

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

         "Act" has the meaning specified in Section 6.8.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Company Preferred Securities" means the 5.11% preferred securities,
aggregate liquidation preference $400,000,000, issued by the Depositor.

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

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

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

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

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

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

         "Distributions" means amounts payable in respect of the Trust Preferred
Securities as provided in Section 4.1, as such amounts may be reset in
accordance with Section 5.5.

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

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

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

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

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

         "Indenture" means the Indenture, dated as of August 17, 1998, between
TECO and the Indenture Trustee, as supplemented by the Sixth Supplemental
Indenture dated as of January 15, 2002, relating to the Notes, each as amended
or supplemented from time to time.

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

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

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

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

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

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

         "LLC Agreement" means the Amended and Restated Limited Liability
Company Agreement of the Depositor, dated as of January 15, 2002, as amended
from time to time.

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

         "Normal Unit" has the meaning specified in the Purchase Contract
Agreement.

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

         "Notes" means the aggregate principal amount of TECO's 5.11% Junior
Subordinated Notes Due 2007, issued pursuant to the Indenture.

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

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

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

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

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

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

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

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

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

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

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

         (c) Trust Preferred Securities which have been paid for or in exchange
for or in lieu of which other Trust Preferred Securities have been executed and
delivered pursuant to Sections 5.4, 5.6, 5.13 and 5.14;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the outstanding Trust Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Trust Preferred Securities owned by the Depositor, any Trustee or any Affiliate
of the Depositor or any Trustee shall be disregarded and deemed not to be
Outstanding, except that (a) in determining whether any Trustee shall be

                                       5
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protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Trust Preferred Securities that such Trustee
actually knows to be so owned shall be so disregarded and (b) the foregoing
shall not apply at any time when all of the outstanding Trust Preferred
Securities are owned by the Depositor, one or more of the Trustees and/or any
such Affiliate. Trust Preferred Securities so owned which have been pledged in
good faith may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Property Trustee the pledgee's right so to act with respect
to such Trust Preferred Securities and that the pledgee is not the Depositor or
any Affiliate of the Depositor.

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

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.10 and shall initially be the Bank.

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

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

         "Pledge Agreement" means the agreement among TECO, The Bank of New
York, as Collateral Agent, Custodial Agent and Securities Intermediary, and The
Bank of New York, as Purchase Contract Agent, relating to the pledge of the
securities pursuant to the Purchase Contract Agreement, as the same may be
amended or supplemented from time to time.

         "Pledged Trust Preferred Securities" has the meaning set forth in the
Pledge Agreement.

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

         "Purchase Contract Agreement" means the agreement between TECO and The
Bank of New York, as Purchase Contract Agent, dated as of the Closing Date, as
the same may be supplemented or amended.

         "Purchase Contract Settlement Date" means January  15, 2005.

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         "Redemption Date" means, with respect to any Trust Preferred Security
to be redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement as set forth in Section 4.2; provided that the Redemption Date of the
Company Preferred Securities (or of the Notes, if the LLC has been dissolved)
and the stated maturity of the Company Preferred Securities (or of the Notes, if
the LLC has been dissolved) shall be a Redemption Date.

         "Redemption Price" means, with respect to any Trust Preferred Security,
the Liquidation Amount of such Trust Preferred Security plus accumulated but
unpaid Distributions on such Trust Preferred Security to the Redemption Date.

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

         "Remarketing" means the remarketing contemplated by Section 5.2 of the
Purchase Contract Agreement.

         "Remarketing Agent" shall have the meaning specified in the Purchase
Contract Agreement.

         "Remarketing Agreement" shall have the meaning specified in the
Purchase Contract Agreement.

         "Remarketing Value" shall have the meaning specified in the Purchase
Contract Agreement.

         "Reset Rate" shall mean the distribution rate per annum, as determined
by the Remarketing Agent, that results from the Remarketing pursuant to Section
5.5.

         "Securities Intermediary" shall have the meaning specified in the
Pledge Agreement.

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

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

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

         "Special Event" shall have the meaning specified in the Indenture.

         "Special Event Redemption Date" shall have the meaning specified in the
Indenture.

         "Stripped Unit" has the meaning specified in the Purchase Contract
Agreement.

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

         "Treasury Portfolio" has the meaning specified in the Purchase Contract
Agreement.

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<PAGE>
         "Treasury Securities" means zero-coupon U.S. Treasury Securities (CUSIP
Number 912803AB9) with a principal amount at maturity equal to $1,000 and
maturing on November 15, 2004.

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

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

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

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

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

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

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

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
January 9, 2002, among TECO, the Trust, the Depositor and the underwriter named
therein.

         "Unit" means a Normal Unit or a Stripped Unit, as the case may be.

                                       8
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                                   ARTICLE 2

                           ESTABLISHMENT OF THE TRUST

         SECTION 2.1 NAME.

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

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

         The address of the Delaware Trustee in the State of Delaware is White
Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust
Department, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Holders and the Depositor. The
principal executive office of the Trust is c/o The Bank of New York, 101 Barclay
Street, 21st Floor West, New York, New York 10286.

         SECTION 2.3 CONTINUATION OF TRUST.

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

         The Trust exists for the sole purpose of issuing Trust Preferred
Securities representing a corresponding amount of the Company Preferred
Securities or Notes, as the case may be, held by the Trust and performing
functions directly related thereto, as set forth in Section 2.5. The Depositor
hereby delivers to the Trustee for deposit in the Trust one or more Company
Preferred Securities Certificates representing Company Preferred Securities with
an aggregate liquidation preference of $400,000,000 for the benefit of the
Holders of the Trust Preferred Securities. Each Holder is intended by the
Depositor to be the beneficial owner of an amount of Company Preferred
Securities represented by the amount of Trust Preferred Securities held by such
Holder and, collectively, the Holders are the sole beneficial owners of the
Trust and the Trust Property. To the fullest extent permitted by law, without
the need for any other action of any Person, including the Trustees or any other
Holder, each Holder shall be entitled to enforce, in the name of the Trust, the
rights of the Trust under the Company Preferred Securities and the Guarantee
represented by the Trust Preferred Securities held by such Holder. Any recovery
on such an enforcement action shall belong solely to such Holder who brought the
action, not to the Trust, the Trustees or any other Holder individually or to
the Holders as a group. The Property Trustee shall have the power and authority
(subject to the Property Trustee's rights, privileges and protections contained
elsewhere herein) to enforce any of the Trust's rights in respect of the

                                       9
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Company Preferred Securities which are not enforced by any Holder. Subject to
Article 10, the Trust shall be irrevocable.

         The Property Trustee hereby acknowledges receipt of one or more Company
Preferred Security Certificates representing Company Preferred Securities having
an aggregate liquidation preference of $400,000,000 registered in the name of
the Trust, and its acceptance on behalf of the Trust of the Company Preferred
Securities, and declares that the Trust shall hold the Company Preferred
Securities for the benefit of the Holders of the Trust Preferred Securities.

         SECTION 2.4. ISSUANCE OF THE TRUST PREFERRED SECURITIES.

         On January 9, 2002, the Depositor, on behalf of the Trust and pursuant
to the Original Trust Agreement, executed and delivered the Underwriting
Agreement. Contemporaneously with the execution and delivery of this Trust
Agreement, the Property Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Underwriters named in the
Underwriting Agreement, as part of the Units, Trust Preferred Securities
Certificates, registered in the name of the Securities Intermediary, as
contemplated by the Pledge Agreement, representing 16,000,000 Trust Preferred
Securities having an aggregate Liquidation Amount of $400,000,000, against
receipt of such aggregate purchase price attributable to such Trust Preferred
Securities of $400,000,000.

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

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Preferred Securities and use the proceeds from such sale to acquire
the Company Preferred Securities, and (b) to engage in those activities
necessary, convenient or incidental thereto. The only assets of the Trust shall
be the Trust Property, including the Company Preferred Securities or the Notes,
as the case may be, and the related right of the Holders under the Guarantee.

         The Trust may not:

            (i) invest any proceeds received by the Trust in connection with its
ownership of the Company Preferred Securities or the Notes, as the case may be,
but shall cause the Trust to distribute all such proceeds to the Holders of the
Securities pursuant to the terms of this Trust Agreement and of the Trust
Preferred Securities;

            (ii) acquire any assets other than as expressly provided herein;

            (iii) possess property for any purpose other than a Trust purpose;

            (iv) make any loans or incur any indebtedness;

            (v) possess any power or otherwise act in such a way as to vary the
Trust's assets;

            (vi) possess any power or otherwise act in such a way as to vary the
terms of the Trust Preferred Securities in any way whatsoever (except to the
extent expressly authorized in this Trust Agreement or by the terms of the Trust
Preferred Securities);

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<PAGE>
            (vii) issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust other than the Trust
Preferred Securities;

            (viii) other than as provided in this Trust Agreement or by the
terms of the Trust Preferred Securities, (A) direct the time, method and place
of exercising any trust or power conferred upon the Indenture Trustee with
respect to the Notes, (B) waive any past default that is waivable under the
Indenture or the LLC Agreement, (C) exercise any right to rescind or annul any
declaration that the principal of all the Company Preferred Securities or Notes
shall be due and payable or (D) consent to any amendment, modification or
termination of the Indenture, LLC Agreement, Company Preferred Securities or the
Notes where such consent is required, unless the Trust has received an opinion
of counsel to the effect that such modification will not cause more than an
insubstantial risk that the Trust will not be classified as a grantor trust for
United States federal income tax purposes;

            (ix) take any action inconsistent with the status of the Trust as
grantor trust for United States federal income tax purposes;

            (x) revoke any action previously authorized or approved by vote of
the Holders of the Trust Preferred Securities; or

            (xi) after the date hereof, enter into any contract or agreement
(other than any depositary agreement or any agreement with any securities
exchange or automated quotation system) that does not expressly provide that the
Holders of Trust Preferred Securities, in their capacities as such, have limited
liability (in accordance with the provisions of the Business Trust Act) for the
liabilities and obligations of the Trust, which express provision shall be in
substantially the following form:

         The Holders of the Trust Preferred Securities, in their capacities as
such, shall not be personally liable for any liabilities or obligations of the
Trust arising out of this Agreement, and the parties hereto hereby agree that
the Holders of the Trust Preferred Securities, in their capacities as such,
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

         The Trust shall have the power and authority to execute, deliver and
perform its obligations under the LLC Agreement and other agreements to which
the Trust is a party.

         SECTION 2.6. APPOINTMENT OF TRUSTEES

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

                                       11
<PAGE>
            (a) engage in such ministerial activities as shall be necessary or
appropriate to effect the redemption of the Trust Preferred Securities to the
extent the Company Preferred Securities or the Notes, as the case may be, are
redeemed or mature; and

            (b) take all actions and perform such duties as may be specifically
required of the Property Trustee pursuant to the terms of this Trust Agreement
and the Trust Preferred Securities;

            (c) have the legal power to exercise all of the rights, powers and
privileges of a holder of Notes under the Indenture and the Company Preferred
Securities under the LLC Agreement, as the case may be;

         The Property Trustee shall exercise the powers set forth in this
Section 2.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 2.5, and the Property Trustee shall have no power
to, and shall not, take any action that is inconsistent with the purposes and
functions of the Trust set out in Section 2.5.

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

            SECTION 2.7. TITLE TO TRUST PROPERTY.

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

                                   ARTICLE 3

                                 PAYMENT ACCOUNT

         SECTION 3.1. PAYMENT ACCOUNT.

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

            (b) The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of Dividends and Distributions, and any
other payments or proceeds

                                       12
<PAGE>
with respect to, the Company Preferred Securities. Amounts held in the Payment
Account shall not be invested by the Property Trustee pending distribution
thereof.

                                   ARTICLE 4

                 CERTAIN TERMS OF THE TRUST PREFERRED SECURITIES

         SECTION 4.1. DISTRIBUTIONS.

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

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

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

            (d) As long as the Trust Preferred Securities are in book-entry
form, payments on the Trust Preferred Securities (i) shall be made to the
Clearing Agency, which shall credit the relevant accounts at the Clearing Agency
on the scheduled payment dates, and (ii) shall be distributed to participants,
indirect participants and beneficial owners of the Trust Preferred Securities in
accordance with the Clearing Agency's procedures; provided, however, that
payments with respect to Pledged Trust Preferred Securities shall be made in
accordance with the Purchase Contract Agreement and the Pledge Agreement.

                                       13
<PAGE>
            (e) If definitive Trust Preferred Securities are issued as described
in Section 5.12, payments on the Trust Preferred Securities shall be made by
check mailed to the address of the Holder entitled to receive the payment, as
such address appears in the Register; provided, however, that payments with
respect to Pledged Trust Preferred Securities shall be made in accordance with
the Purchase Contract Agreement and the Pledge Agreement.

            (f) Unless otherwise provided herein or in the Pledge Agreement or
the Purchase Agreement, (i) payments of the redemption price of, and
distributions in liquidation on, Trust Preferred Securities shall be made upon
surrender of such Trust Preferred Securities at the office of the Paying Agent
and (ii) the Depositor shall pay Dividends on, the redemption price of, and
Liquidation Preferences on, the Company Preferred Securities directly to the
Paying Agent for distribution to the Holders of the Trust Preferred Securities
in accordance with the terms of this Trust Agreement and the Paying Agency
Agreement as then in effect with the Paying Agent.

            (g) Holders of Trust Preferred Securities shall be entitled to
receive any payments, including distributions, paid with respect to the Trust
Preferred Securities notwithstanding the fact that such Holders may have
substituted Treasury Securities for the Trust Preferred Securities pursuant to
the Purchase Contract Agreement and the Pledge Agreement.

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

            (i) TECO has the right under the Indenture to defer payments of
interest by extending the interest payment period from time to time on the Notes
for a period not extending, in the aggregate, beyond the maturity date of the
Notes (each, an "Extension Period"). During any such Extension Period, no
interest shall be due and payable on the Notes and, as a consequence of such
deferral, distributions on the Trust Preferred Securities will also be deferred.
Despite such deferral, quarterly distribution payments will continue to
accumulate, compounded quarterly, during any such Extension Period (to the
extent permitted by applicable law). Payments of accrued and unpaid
distributions will be payable to Trust Preferred Securityholders as they appear
on the books and records of the Trust on the record date applicable to the
Distribution Date on which the Extension Period ends. Upon the termination of
any Extension Period and the payment of all amounts then due, TECO may commence
a new Extension Period; provided that such Extension Period together with all
such previous and further extensions thereof may not extend beyond the maturity
date of the Notes and shall end on a Distribution Date.

         SECTION 4.2. REDEMPTION.

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

                                       14
<PAGE>
            (b) If the Depositor redeems the Company Preferred Securities in
accordance with the LLC Agreement, then the Depositor shall give the Property
Trustee at least 35 and not more than 60 days' prior written notice before doing
so. The Property Trustee shall mail the notice of the redemption not less than
25 days prior to the date fixed for redemption (the "Redemption Date") of the
Company Preferred Securities to the Holders of the Trust Preferred Securities as
provided under Section 10.8. No defect in the notice of redemption or in the
mailing or delivery thereof shall affect the validity of the redemption
proceedings. The Depositor shall provide the Property Trustee with such written
notice, and each such notice shall state: (i) the Redemption Date, (ii) the
redemption price at which the Trust Preferred Securities and the Company
Preferred Securities are to be redeemed, (iii) that all outstanding Trust
Preferred Securities are to be redeemed and (iv) the place or places where Trust
Preferred Securities to be redeemed are to be surrendered for redemption.

            (c) If the Notes have been distributed to the Property Trustee upon
the dissolution of the LLC, if TECO redeems the Notes in accordance with the
Indenture, then TECO shall give the Property Trustee at least 35 and not more
than 60 days' prior written notice before doing so. The Property Trustee shall
mail the notice of the redemption not less than 25 days prior to the Redemption
Date of the Notes to the Holders of the Trust Preferred Securities as provided
under Section 10.8. No defect in the notice of redemption or in the mailing or
delivery thereof shall affect the validity of the redemption proceedings. TECO
shall provide the Property Trustee with such written notice, and each such
notice shall state: (i) the Redemption Date, (ii) the redemption price at which
the Trust Preferred Securities are to be redeemed, (iii) that all outstanding
Trust Preferred Securities are to be redeemed and (iv) the place or places where
Trust Preferred Securities to be redeemed are to be surrendered for redemption.

            (d) If a redemption occurs prior to the Purchase Contract Settlement
Date, the redemption price payable in liquidation of the Pledged Trust Preferred
Securities that are components of Normal Units (and are therefore subject to the
Pledge Agreement) will be deposited into the Collateral Account in accordance
with the Pledge Agreement. The Securities Intermediary will use the deposited
amount to purchase the Treasury Portfolio on behalf of the Holders of the Normal
Units and remit the remaining portion, if any, of such price to the Purchase
Contract Agent under the Purchase Contract Agreement, for payment to the Holders
of such Normal Units. If a redemption occurs after the Purchase Contract
Settlement Date, the Treasury Portfolio shall not be purchased and the Property
Trustee shall distribute pro rata to the Holders of the Trust Preferred
Securities on the Redemption Date the redemption price. If a redemption occurs,
Holders of Trust Preferred Securities that are not part of Units will receive
proceeds from the redemption of the Company Preferred Securities (or the Notes
if the LLC has been dissolved) directly in accordance with Section 4.2(f)
hereof.

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

                                       15
<PAGE>
            (f) Once the Paying Agent has received this deposit, all rights of
the Holders of the Trust Preferred Securities called for redemption shall end,
except their right to receive the redemption price, without interest. If any
date fixed for redemption of the Trust Preferred Securities is not a Business
Day, then the Redemption Price shall instead be paid on the next Business Day,
except that if that Business Day falls in the next calendar year, the redemption
price shall be paid on the preceding Business Day. No interest or other payment
shall be due as a result of any such adjustment.

            (g) Notwithstanding the foregoing, so long as the Holder of any
Trust Preferred Securities is the Collateral Agent or the Purchase Contract
Agent, the payment of the redemption price in respect of the Trust Preferred
Securities held by the Collateral Agent or the Purchase Contract Agent shall be
made no later than 12:00 noon, New York City time, on the redemption date by
check or wire transfer in immediately available funds at such place and to such
account as may be designated by the Collateral Agent or the Purchase Contract
Agent.

            (h) If any Trust Preferred Securities to be redeemed shall then be
pledged pursuant to the Pledge Agreement, the applicable redemption price for
such Trust Preferred Securities shall be credited to the collateral account
maintained by the Collateral Agent on or prior to 12:30 p.m., New York City
time, and applied by the Securities Intermediary in accordance with the Pledge
Agreement.

         SECTION 4.3. TAX RETURNS AND REPORTS.

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

                                   ARTICLE 5

                     TRUST PREFERRED SECURITIES CERTIFICATES

         SECTION 5.1. INITIAL OWNERSHIP.

         The Property Trustee hereby acknowledges receipt of one or more of
Company Preferred Security Certificates representing Company Preferred
Securities having an aggregate liquidation preference of $400,000,000 registered
in the name of the Trust, and its acceptance on behalf of

                                       16
<PAGE>
the Company Preferred Securities and declares that the Trust shall hold the
Company Preferred Securities for the benefit of the Holders.

         SECTION 5.2. THE TRUST PREFERRED SECURITIES CERTIFICATES.

         The Trust Preferred Securities Certificates shall be issued in minimum
denominations of $25.00 Liquidation Amount and integral multiples of $25.00 in
excess thereof. The Trust Preferred Securities Certificates shall be executed on
behalf of the Trust by manual signature of an authorized signatory of the
Property Trustee. Trust Preferred Securities Certificates bearing the manual
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
delivery of such Trust Preferred Securities Certificates or did not hold such
offices at the date of delivery of such Trust Preferred Securities Certificates.
A transferee of a Trust Preferred Securities Certificate shall become a Holder
and shall be entitled to the rights and subject to the obligations of a Holder
hereunder upon due registration of such Trust Preferred Securities Certificate
in such transferee's name pursuant to Sections 5.4, 5.13 and 5.14.

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

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

         On their sale by the Trust, the Trust Preferred Securities initially
shall be pledged, pursuant to the terms of the Pledge Agreement, as collateral
to secure the obligations of the Holders of Normal Units to purchase shares of
common stock of TECO in accordance with the terms of the Purchase Contract
Agreement.

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

         The Property Trustee shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 5.9, a register or registers for the
purpose of registering Trust Preferred Securities Certificates and transfers and
exchanges of Trust Preferred Securities Certificates (the "Securities Register")
in which, the registrar designated by the Depositor (the "Securities
Registrar"), subject to such reasonable regulations as it may prescribe, shall
provide for the registration of Trust Preferred Securities Certificates and
registration of transfers and exchanges of Trust Preferred Securities
Certificates as herein provided. The Bank shall be the initial Securities
Registrar.

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

                                       17
<PAGE>
         The Securities Registrar shall not be required to register the transfer
of any Trust Preferred Securities that have been called for redemption. At the
option of a Holder, Trust Preferred Securities Certificates may be exchanged for
other Trust Preferred Securities Certificates in authorized denominations of the
same class and of a like aggregate Liquidation Amount upon surrender of the
Trust Preferred Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 5.9.

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

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

         SECTION 5.5. REMARKETING.

            (a) As long as the Trust Preferred Securities, the Units and the
Treasury Securities are evidenced by one or more global certificates held by the
Clearing Agency, TECO shall request, not later than 15 nor more than 30 calendar
days prior to the Remarketing Date, that the Clearing Agency notify the Holders
of the Trust Preferred Securities and the holders of the Normal Units and the
Stripped Units of the Remarketing and of the procedures that must be followed if
a Holder of Trust Preferred Securities wishes to make an Early Settlement.

            (b) Not later than 10:00 a.m., New York City time, on the fourth
Business Day preceding the Remarketing Date, each Holder of Trust Preferred
Securities comprising components of Units may elect to have the Trust Preferred
Securities held by such Holder remarketed in the Remarketing. Under Section 5.2
of the Purchase Contract Agreement, holders of Units that do not give notice of
their intention not to participate in the remarketing prior to such time in the
manner specified in such section, or have given such notice but fail to deliver
U.S. Treasury securities prior to 10:00 a.m., New York City time, on or prior to
the fourth Business Day immediately preceding the Remarketing Date, shall be
deemed to have consented to the disposition of the Trust Preferred Securities
comprising a component of their Units in the Remarketing. Holders of the Trust
Preferred Securities that are not a component of Units wishing to elect to have
their Trust Preferred Securities remarketed shall give to the Purchase Contract
Agent notice of their election prior to 10:00 a.m., New York City time, on the
fourth Business Day immediately preceding the Remarketing Date and deliver those
Trust Preferred Securities to the Custodial Agent prior to 10:00 a.m., New York
City time, on the fourth Business Day immediately preceding the Remarketing
Date. Any such notice shall be irrevocable and may not be conditioned upon the
level at which the Reset Rate is established in the Remarketing. By 3:00 p.m.,
New York City time, on the third Business Day immediately preceding the
Remarketing Date, the Purchase Contract Agent, based on the notices received by
it prior to such time (including notices to the Purchase Contract Agent as to
Purchase Contracts

                                       18
<PAGE>
for which Early Settlement has been elected and cash received), shall notify the
Trust, the Depositor and the Remarketing Agent of the number of Trust Preferred
Securities to be tendered for purchase in the Remarketing.

            (c) If any Holder of Units does not give a notice of its intention
to make an Early Settlement or gives such notice but fails to deliver cash as
described in Section 5.7 of the Purchase Contract Agreement, then the Trust
Preferred Securities of such Holder shall be deemed tendered for purchase in the
Remarketing, notwithstanding any failure by such Holder to deliver or properly
deliver such Trust Preferred Securities to the Remarketing Agent for purchase.

            (d) The right of each Holder to have Trust Preferred Securities
tendered for purchase shall be limited to the extent that (i) the Remarketing
Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement,
(ii) the Remarketing Agent is able to find a purchaser or purchasers for the
tendered Trust Preferred Securities and (iii) such purchaser or purchasers
deliver the purchase price therefor to the Remarketing Agent.

            (e) On the Remarketing Date or any Subsequent Remarketing Date, the
Remarketing Agent shall use commercially reasonable best efforts to remarket, at
a price equal to at least 100.25% of the Remarketing Value thereof, the Trust
Preferred Securities tendered or deemed tendered for purchase.

            (f) If, as a result of the efforts described in 5.5(e), the
Remarketing Agent has determined that it will be able to remarket all of the
Trust Preferred Securities tendered or deemed tendered for purchase at a price
of at least 100.25% of the Remarketing Value of such Trust Preferred Securities
(determined on the basis of the Trust Preferred Securities being remarketed), on
the third Business Day immediately preceding October 15, 2004, the Remarketing
Agent shall determine the Reset Rate, which shall be the rate per annum (rounded
to the nearest one-thousandth (0.001) of one percent per annum), adjusted up,
that the Remarketing Agent determines, in its sole reasonable judgment, to be
sufficient to cause the then current aggregate market value of the Trust
Preferred Securities to be equal to at least 100.25% of the Remarketing Value
(assuming, even if not true, that all the Trust Preferred Securities are held as
components of Units and are to be remarketed); provided that in no event shall
the Reset Rate be less than 5.11%.

            (g) If none of the Holders of the Trust Preferred Securities or the
holders of the Units elect to have Trust Preferred Securities remarketed in the
Remarketing, the Reset Rate shall be the rate determined by the Remarketing
Agent, in its sole reasonable discretion, as the rate that would have been
established had a Remarketing been held on the Remarketing Date, subject to the
proviso set forth in the last clause of Section 5.5(f).

            (h) If, by 4:00 p.m., New York City time, on the Remarketing Date or
any Subsequent Remarketing Date, the Remarketing Agent is unable to remarket all
of the Trust Preferred Securities tendered or deemed tendered for purchase, a
failed Remarketing ("Failed Remarketing") shall be deemed to have occurred and
the Remarketing Agent shall so advise by telephone the Purchase Contract Agent,
the Indenture Trustee, the Collateral Agent, the Clearing Agency, the Property
Trustee, the Trust, the Depositor and TECO. TECO will cause a notice of

                                       19
<PAGE>
any Failed Remarketing to be published on the second Business Day following the
Remarketing Date (and any Subsequent Remarketing Date, as the case may be) in a
daily newspaper in the English language of general circulation in The City of
New York, which is expected to be The Wall Street Journal.

            (i) In the event of a Failed Remarketing, the Remarketing Agent may
make one or more attempts to remarket the Trust Preferred Securities in
accordance with the procedures set forth in this Section 5.5 and the Remarketing
Agreement (each a "Subsequent Remarketing"); provided that (x) the notice of any
Subsequent Remarketing cannot be given until the notice of the Failed
Remarketing (referred to in Section 5.5(h)) has been published in respect of any
immediately preceding Failed Remarketing and (y) the settlement date in respect
of any Subsequent Remarketing must fall no later than on the Business Day
immediately preceding the Purchase Contract Settlement Date. If by the Purchase
Contract Settlement Date the Remarketing Agent has failed to remarket the Trust
Preferred Securities which are components of Units at a price equal to at least
100.25% of the Remarketing Value thereof, in accordance with the terms of the
Pledge Agreement, the Collateral Agent, for the benefit of TECO, may exercise
its rights as a secured party with respect to such Trust Preferred Securities,
including among others, its right, subject to applicable law, to (x) retain such
Trust Preferred Securities in full satisfaction of the Holders obligations under
the Purchase Contracts or (y) sell such Trust Preferred Securities in one or
more public or private sales; provided, that if upon a Failed Remarketing, the
Collateral Agent exercises such rights for the benefit of TECO with respect to
such Trust Preferred Securities, any accumulated and unpaid distributions on
such Trust Preferred Securities will become payable by TECO to the Purchase
Contract Agent for payment to the Holders of the Units to which such Trust
Preferred Securities relate. Such payment will be made by TECO on or prior to
11:00 a.m., New York City time, on the Purchase Contract Settlement Date in
lawful money of the United States by certified or cashiers' check or wire
transfer in immediately available funds payable to or upon the order of the
Purchase Contract Agent.

            (j) By approximately 4:30 p.m., New York City time, on the
Remarketing Date (or any Subsequent Remarketing Date) provided that there has
not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone
(i) the Clearing Agency, the Indenture Trustee, the Trust, the Purchase Contract
Agent, the Depositor and TECO of the Reset Rate determined in the Remarketing
and the number of Trust Preferred Securities sold in the Remarketing, (ii) each
purchaser (or the Depositary Participant thereof) purchasing Trust Preferred
Securities sold in the Remarketing of the Reset Rate and the number of Trust
Preferred Securities such purchaser is to purchase and (iii) each purchaser to
give instructions to its Depositary Participant to pay the purchase price on the
Purchase Contract Settlement Date in same day funds against delivery of the
Trust Preferred Securities purchased through the facilities of the Clearing
Agency.

            (k) In accordance with the Clearing Agency's normal procedures, on
the Remarketing Settlement Date, the transactions described above with respect
to each Trust Preferred Security tendered for purchase and sold in the
Remarketing shall be executed through the Clearing Agency, and the accounts of
the respective Depositary Participants shall be debited and credited and such
Trust Preferred Securities delivered by book-entry as necessary to effect

                                       20
<PAGE>
purchases and sales of such Trust Preferred Securities. The Clearing Agency
shall make payment in accordance with its normal procedures.

            (l) If any Holder of the Trust Preferred Securities selling Trust
Preferred Securities in the Remarketing fails to deliver such Trust Preferred
Securities, the Depositary Participant of such selling holder and of any other
Person that was to have purchased Trust Preferred Securities in the Remarketing
may deliver to any such other Person a number of Trust Preferred Securities that
is less than the number of Trust Preferred Securities that otherwise was to be
purchased by such Person. In such event, the number of Trust Preferred
Securities to be so delivered shall be determined by such Depositary
Participant, and delivery of such lesser number of Trust Preferred Securities
shall constitute good delivery.

            (m) The Remarketing Agent is not obligated to purchase any Trust
Preferred Securities that otherwise would remain unsold in the Remarketing.
Neither the Trust, any Trustee, the Depositor, TECO nor the Remarketing Agent
shall be obligated in any case to provide funds to make payment upon tender of
the Trust Preferred Securities for Remarketing.

            (n) Under the Remarketing Agreement, TECO, in its capacity as Notes
issuer, shall be liable for, and shall pay, any and all costs and expenses
incurred in connection with the Remarketing, and the Trust shall not have any
liabilities for such costs and expenses.

            (o) For the performance of its services, the Remarketing Agent will
retain an amount not exceeding 0.25% of the proceeds from the sale of all the
Trust Preferred Securities included in the Remarketing. The Remarketing Agent
shall use the portion of the proceeds attributable to the Trust Preferred
Securities that were components of Units to purchase (in open market or at
treasury auction, in its discretion) the amount and types of U.S. Treasury
securities set forth in clauses (A) and (B) of the definition of "Remarketing
Value" and shall deliver such securities through the Purchase Contract Agent to
the Collateral Agent to secure the obligations under the related purchase
contracts of the Holders of Normal Units whose Trust Preferred Securities were
included in the Remarketing. The Remarketing Agent shall remit the portion of
the proceeds attributable to the Trust Preferred Securities that were not
components of Units to the holders of such Trust Preferred Securities. The
Remarketing Agent shall remit any remaining balance of the proceeds, if any, to
the Purchase Contract Agent for the benefit of the Holders of Units
participating in the Remarketing.

            (p) The tender and settlement procedures set in this Section 5.5,
including provisions for payment by purchasers of the Trust Preferred Securities
in the Remarketing, shall be subject to modification to the extent required by
the Clearing Agency or if the book-entry system is no longer available for the
Trust Preferred Securities at the time of the Remarketing, to facilitate the
tendering and remarketing of the Trust Preferred Securities in certificated
form. In addition, the Remarketing Agent may modify the settlement procedures
set forth herein in order to facilitate the settlement process.

                                       21
<PAGE>
         SECTION 5.6. MUTILATED, DESTROYED, LOST OR STOLEN TRUST PREFERRED
SECURITIES CERTIFICATES.

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

         SECTION 5.7. PERSONS DEEMED HOLDERS.

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

         SECTION 5.8. ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

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

                                       22
<PAGE>
         SECTION 5.9. MAINTENANCE OF OFFICE OR AGENCY.

         The Trust shall maintain an office or offices or agency or agencies
where Trust Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trust in respect of the Trust Preferred Securities Certificates may be
served. The Trust initially designates The Bank of New York, 101 Barclay Street,
21st Floor West, New York, New York 10286, Attention: Corporate Trust
Administration, as its corporate trust office for such purposes. The Property
Trustee shall give prompt written notice to the Depositor and to the Holders of
any change in the location of the Securities Registrar or any such office or
agency.

         SECTION 5.10. APPOINTMENT OF PAYING AGENT.

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

         SECTION 5.11. BOOK-ENTRY TRUST PREFERRED SECURITIES CERTIFICATES

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

                                       23
<PAGE>
such Trust Preferred Securities, except as provided in Section 5.13. Unless and
until Definitive Trust Preferred Securities Certificates have been issued to
beneficial owners pursuant to Section 5.13:

            (a) the provisions of this Section 5.11 shall be in full force and
effect;

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

            (c) to the extent that the provisions of this Section 5.11 conflict
with any other provisions of this Trust Agreement, the provisions of this
Section 5.11 shall control; and

            (d) the rights of the Owners of the Book-Entry Trust Preferred
Securities Certificates shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such Owners
and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the
Certificate Depository Agreement, unless and until Definitive Trust Preferred
Securities Certificates are issued pursuant to Section 5.13, the initial
Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments on the Trust Preferred Securities
to such Clearing Agency Participants.

         SECTION 5.12. NOTICES TO CLEARING AGENCY.

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

         SECTION 5.13. DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES.

         If (a) the Depositor advises the Property Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Trust Preferred Securities Certificates,
and the Depositor is unable to locate a qualified successor, (b) the Depositor
at its option advises the Property Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (c) after the
occurrence of a Note Event of Default, Owners of Trust Preferred Securities
Certificates representing beneficial ownership interests aggregating at least a
majority of the aggregate Liquidation Amount advise the Property Trustee in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interest of the Owners of Trust Preferred Securities
Certificates, then the Property Trustee shall notify the Clearing Agency and the
Clearing Agency shall notify all Owners of Trust Preferred Securities
Certificates and the other Trustees of the occurrence of any such event and of
the availability of the Definitive Trust Preferred Securities Certificates to
Owners

                                       24
<PAGE>
requesting the same. Upon surrender to the Property Trustee of the typewritten
Trust Preferred Securities Certificate or Certificates representing the
Book-Entry Trust Preferred Securities Certificates by the Clearing Agency,
accompanied by registration instructions, the Property Trustee shall execute the
Definitive Trust Preferred Securities Certificates in accordance with the
instructions of the Clearing Agency. Neither the Securities Registrar nor the
Trustees shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Trust Preferred Securities Certificates, the
Property Trustee shall recognize the Holders of the Definitive Trust Preferred
Securities Certificates as Holders. The Definitive Trust Preferred Securities
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Property Trustee, as
evidenced by the execution thereof by the Property Trustee. Notwithstanding the
foregoing, if at the time a Definitive Trust Preferred Securities Certificate is
to be delivered to an Owner, such Trust Preferred Securities are subject to the
Pledge Agreement, such Trust Preferred Securities Certificate shall be delivered
to the Collateral Agent until such time as such Trust Preferred Securities are
no longer subject to the Pledge Agreement.

         SECTION 5.14. RIGHTS OF HOLDERS.

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

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


                                       25
<PAGE>
         Within a reasonable period after such a request has been properly made:
(i) the Depositor shall issue to the withdrawing Owner a Company Preferred
Security Certificate representing the amount of the Company Preferred Securities
so withdrawn, (ii) the Property Trustee, on behalf of the Trust, shall instruct
the Clearing Agency to reduce the amount of Trust Preferred Securities
represented by the Global Certificate held by the Clearing Agency by the
corresponding amount of the Company Preferred Securities withdrawn by the
withdrawing Owner and (iii) the Property Trustee shall reduce the amount of
Company Preferred Securities represented by the Global Certificate held by the
Trust accordingly.

         Any Owner who wishes to withdraw the Company Preferred Securities in
accordance with this Section 5.14(b) shall be required to provide the Depositor
with a completed Form W-9 or such other documents or information as are
requested by the Depositor for tax reporting purposes and thereafter shall be
admitted to the Depositor as a member of the Depositor upon such Owner's receipt
of a Company Preferred Security Certificate registered in such Owner's name.

         The Property Trustee shall deliver the Company Preferred Security
Certificates represented by the Trust Preferred Securities surrendered in
accordance with this Section 5.14(b) to the Owner at the Corporate Trust Office,
except that, at the request, risk and expense of the Owner and for the account
of the Owner, such delivery may be made at such other place as may be designated
by such Owner. The Property Trustee shall deliver such Company Preferred
Security Certificates only upon payment by such Owner to the Property Trustee of
all taxes and other governmental charges and any fees (including the fees and
expenses of the Property Trustee and its counsel) payable in connection with
such delivery and the transfer of such Company Preferred Security Certificates.

         Notwithstanding anything in this Section 5.14(b) to the contrary:

               (i) if the Company Preferred Securities represented by Trust
Preferred Securities have been called for redemption in accordance with the LLC
Agreement, no Owner of such Trust Preferred Securities may withdraw any or all
of the Company Preferred Securities represented by such Trust Preferred
Securities; and

               (ii) if the Trust Preferred Securities to be exchanged are
Pledged Trust Preferred Securities, then the Owner of such Pledged Trust
Preferred Securities must first take such actions as may be required to have the
Trust Preferred Securities released from the pledge under the Pledge Agreement
so that such Trust Preferred Securities are no longer Pledged Trust Preferred
Securities and are exchanged free and clear of any liens and encumbrances.

            (c) In the event that the LLC has been dissolved and Notes in an
aggregate principal amount equal to the aggregate Liquidation Amount of the
Company Preferred Securities have been distributed to the Property Trustee to be
held in place of the Company Preferred Securities as Trust Property, any Person
who is the Owner of the Trust Preferred Securities represented by the Trust
Preferred Securities Certificates held by the Clearing Agency or, if a
participant in the Clearing Agency is not the Owner, then as reflected in the
records of a Person maintaining an account with such Clearing Agency (directly
or indirectly), in accordance with the rules of such Clearing Agency, may
withdraw all, but not less than all, of the Notes

                                       26
<PAGE>
represented by such Trust Preferred Securities by providing a written notice to
the Property Trustee, with evidence of beneficial ownership in form satisfactory
to the Property Trustee, and providing to the Indenture Trustee such documents
or information as the Indenture Trustee may request for tax reporting purposes,
at the Corporate Office or at such other office as the Property Trustee may
designate for such withdrawals, all in form satisfactory to the Property
Trustee, in its sole discretion. The Owner's notice shall also be deemed to be
such Owner's agreement to be subject to the terms of the Indenture applicable to
the rights of holders of the Notes.

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

         Any Owner who wishes to withdraw the Notes in accordance with this
Section 5.14(c) shall be required to provide the Indenture Trustee with a
completed Form W-9 or such other documents or information as are requested by
the Indenture Trustee for tax reporting purposes.

         The Property Trustee shall deliver the Notes represented by the Trust
Preferred Securities surrendered in accordance with this Section 5.14(c) to the
Owner at the Corporate Trust Office, except that, at the request, risk and
expense of the Owner and for the account of the Owner, such delivery may be made
at such other place as may be designated by such Owner. The Property Trustee
shall deliver such Notes only upon payment by such Owner to the Property Trustee
of all taxes and other governmental charges and any fees (including the fees and
expenses of the Property Trustee and its counsel) payable in connection with
such delivery and the transfer of such Notes.

         Notwithstanding anything in this Section 5.14(c) to the contrary:

               (i) if the Notes represented by Trust Preferred Securities have
been called for redemption in accordance with the Indenture, no Owner of such
Trust Preferred Securities may withdraw any or all of the Notes represented by
such Trust Preferred Securities.; and

               (ii) if the Trust Preferred Securities to be exchanged are
Pledged Trust Preferred Securities, then the Owner of such Pledged Trust
Preferred Securities must first take such actions as may be required to have the
Trust Preferred Securities released from the pledge under the Pledge Agreement
so that such Trust Preferred Securities are no longer Pledged Trust Preferred
Securities and are exchanged free and clear of any liens and encumbrances.

            (d) Any holder of Company Preferred Securities may redeposit
withdrawn Company Preferred Securities by delivering to the Property Trustee the
Company Preferred Security Certificate for the Company Preferred Securities to
be deposited, which are (i) if

                                       27
<PAGE>
required by the Property Trustee properly endorsed or accompanied by a properly
executed instrument of transfer or endorsement in form satisfactory to the
Property Trustee and in compliance with the terms of the LLC Agreement and (ii)
accompanied by all such certifications as may be required by the Property
Trustee in its sole discretion and in accordance with the provisions of this
Agreement. Within a reasonable period after such deposit is properly made, the
Property Trustee shall instruct the Clearing Agency to increase the amount of
Trust Preferred Securities represented by the Global Certificate held by the
Clearing Agency by an amount equal to the Company Preferred Securities so
deposited. The Property Trustee shall accept the redeposit of such Company
Preferred Securities only upon payment by such holder of the Company Preferred
Securities to the Property Trustee of all taxes and other governmental charges
and any fees and expenses (including the fees and expenses of the Property
Trustee and its counsel) payable in connection with such deposit and the
transfer of the deposited Company Preferred Securities.

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

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

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

         SECTION 5.15. RIGHTS WITH RESPECT TO NOTES.

            (a) For so long as any Trust Preferred Securities remain
Outstanding, if, upon a Note Event of Default, the Indenture Trustee fails, or
the holders of not less than 25% in aggregate principal amount of the
outstanding Notes fail, to declare the principal of all of the

                                       28
<PAGE>
Notes to be immediately due and payable, the Holders of at least 25% in
aggregate Liquidation Amount of the Outstanding Trust Preferred Securities shall
have such right by a notice in writing to TECO and the Indenture Trustee; and
upon any such declaration such principal amount of and the accrued interest on
all of the Notes shall become immediately due and payable; provided that the
payment of principal and interest on such Notes shall remain subordinated to the
extent provided in the Indenture. At any time after such a declaration of
acceleration with respect to the Notes has been made and before a judgment or
decree for payment of the money due has been obtained by the Indenture Trustee
as in the Indenture provided, the Holders of a majority in Liquidation Amount of
the Trust Preferred Securities, by written notice to the Property Trustee, TECO
and the Indenture Trustee may rescind and annul such declaration and its
consequences if:

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

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

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

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

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

         The Holders of a majority in aggregate Liquidation Amount of the
Outstanding Trust Preferred Securities may, on behalf of the Holders of all the
Trust Preferred Securities, waive any past default under the Indenture, except a
default in the payment of principal or interest (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration has been deposited with the
Indenture Trustee) or a default in respect of a covenant or provision which
under the Indenture cannot be modified or amended without the consent of the
holder of each outstanding Note. No such waiver or rescission shall affect any
subsequent default or impair any right consequent thereon. Upon receipt by the
Property Trustee of written notice declaring such an acceleration, or rescission
and annulment thereof, by Holders of the Trust Preferred Securities all or part
of which is represented by Book-Entry Trust Preferred Securities Certificates, a
record date shall be established for determining Holders of outstanding Trust
Preferred Securities entitled to join in such notice, which record date shall be
at the close of business on the day the Property Trustee receives such notice.
The Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such notice, whether or not such Holders
remain Holders after such record date; provided, that, unless such declaration
of acceleration, or rescission and annulment, as the case may be, shall have
become effective by virtue of the requisite percentage having joined in such
notice prior to the day which is 90 days after such record date, such notice of
declaration of acceleration, or rescission and annulment, as the case may be,
shall

                                       29
<PAGE>
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.15(a).

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

                                   ARTICLE 6

                        ACTS OF HOLDERS; MEETINGS; VOTING

         SECTION 6.1. LIMITATIONS ON VOTING RIGHTS.

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

            (b) Voting of Company Preferred Securities.

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

               (ii) Upon receiving notice of any meeting at which the holders of
Company Preferred Securities are entitled to vote, the Property Trustee shall,
as soon as practicable, mail to the Holders of the Trust Preferred Securities a
notice as provided under Section 10.8. The Depositor shall provide the form of
notice to the Trustee to be forwarded to the Holders of the Trust Preferred
Securities. The notice shall contain: (A) all the information that is contained
in the notice announcing the meeting of the Company Preferred Securities, (B) a
statement that the Holders of the Trust Preferred Securities shall be entitled,
subject to any

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applicable provision of law, to direct the Property Trustee specifically as to
the exercise of the voting rights pertaining to the number of the Company
Preferred Securities represented by their respective Trust Preferred Securities,
and (C) a brief description of the manner in which the Holders of the Trust
Preferred Securities may give such specific directions.

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

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

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

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

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

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

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

            (d) If any proposed amendment to the Trust Agreement provides for,
or the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Trust Preferred Securities, whether by way of amendment to the Trust Agreement
or otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Trust Preferred Securities as a class will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in aggregate
Liquidation Amount of the Outstanding Trust Preferred Securities.
Notwithstanding any other provision of this Trust Agreement, no amendment to
this Trust Agreement may be made if, as a result of such amendment, the Trust
would be classified as an association taxable as a corporation for United States
Federal income tax purposes.

         SECTION 6.2. NOTICE OF MEETINGS.

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

         SECTION 6.3. MEETINGS OF TRUST PREFERRED HOLDERS.

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

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

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

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

         SECTION 6.4. VOTING RIGHTS.

            (a) Holders shall be entitled to one vote for each $25.00 of
Liquidation Amount represented by their Trust Preferred Securities in respect of
any matter as to which such Holders are entitled to vote, provided that in no
event shall Holders holding Affiliate Securities be entitled to a vote.

            (b) Notwithstanding anything to the contrary contained in this Trust
Agreement, the voting rights of holders of Pledged Trust Preferred Securities
(as defined in the Purchase Contract Agreement) shall be exercised through the
Purchase Contract Agent, as provided by the Purchase Contract Agreement and the
Pledge Agreement, and all notices required to be given to, directions solicited
from and votes on behalf of, the Holders of the Trust Preferred Securities
shall, at all times that such Trust Preferred Securities are Pledged Trust
Preferred Securities, be given to, solicited from and voted in accordance with
the direction of the Purchase Contract Agent.

         SECTION 6.5. PROXIES, ETC.

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

         SECTION 6.6. HOLDER ACTION BY WRITTEN CONSENT.

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

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<PAGE>
         SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES.

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

         SECTION 6.8. ACTS OF HOLDERS.

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

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

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

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

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

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<PAGE>
agents each of which may do so pursuant to such appointment with regard to all
or any part of such Liquidation Amount.

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

         SECTION 6.9. INSPECTION OF RECORDS.

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

                                   ARTICLE 7

                         REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

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

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

         SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

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

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

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                                   ARTICLE 8

                                  THE TRUSTEES

         SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES.

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

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

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

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

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

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

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

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

         SECTION 8.2. CERTAIN NOTICES.

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

         SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 8.1:

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

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

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<PAGE>
shall deem advisable and in the best interests of the Holders, in which event
the Property Trustee shall have no liability except for its own bad faith, gross
negligence or willful misconduct;

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

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

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

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

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

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

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

            (j) whenever in the administration of this Trust Agreement the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request instructions from the Holders of the Trust Preferred
Securities which instructions may only be given by the

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<PAGE>
Holders of the same proportion in aggregate Liquidation Amount of the Trust
Preferred Securities as would be entitled to direct the Property Trustee under
the terms of the Trust Preferred Securities in respect of such remedy, right or
action, (ii) may refrain from enforcing such remedy or right or taking such
other action until such instructions are received, and (iii) shall be protected
in acting in accordance with such instructions;

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

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

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

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

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

         SECTION 8.5. MAY HOLD SECURITIES.

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

         SECTION 8.6. COMPENSATION; INDEMNITY; FEES.

         The Depositor and TECO agree:

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

            (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the

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Trustees in accordance with any provision of this Trust Agreement (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

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

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

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

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

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

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

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

         SECTION 8.8. CONFLICTING INTERESTS.

         If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement. The Depositor and any Trustee may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Trust Preferred Securities shall have no rights by virtue of this
Trust Agreement in and to such independent ventures or the income or profits
derived therefrom, and the pursuit of any such venture, even if competitive with
the business of the Trust, shall not be deemed wrongful or improper. Neither the
Depositor nor any Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and the
Depositor or any Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

         SECTION 8.9. CO-TRUSTEES AND SEPARATE TRUSTEE.

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

         Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such

                                       42
<PAGE>
property, title, right, or power, any and all such instruments shall, on
request, be executed, acknowledged and delivered by the Depositor.

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

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

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

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

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

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

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

         SECTION 8.10. RESIGNATION AND REMOVAL, APPOINTMENT OF SUCCESSOR.

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

                                       43
<PAGE>
         Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall
not have been delivered to the Relevant Trustee within 30 days after the giving
of such notice of resignation, the Relevant Trustee may, or any Holder who has
been a Holder of Trust Preferred Securities for at least six months may, on
behalf of himself and all others similarly situated, petition (at the expense of
the Depositor), any court of competent jurisdiction for the appointment of a
successor Relevant Trustee.

         Unless a Note Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by act of the Depositor. If a Note Event
of Default shall have occurred and be continuing, the Property Trustee or the
Delaware Trustee, or both of them, may be removed at such time by Act of the
Holders of a majority in aggregate Liquidation Amount of the Trust Preferred
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Trust), and the Relevant Trustee may, or any Holder who has been a
Holder of Trust Preferred Securities for at least six months may, on behalf of
himself and all others similarly situated, petition (at the expense of the
Depositor), any court of competent jurisdiction for the appointment of a
successor Relevant Trustee.

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

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

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

         SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         In case of the appointment hereunder of a successor Relevant Trustee,
the retiring Relevant Trustee and each successor Relevant Trustee with respect
to the Trust Preferred

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

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

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

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

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

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

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

                                       45
<PAGE>
         SECTION 8.14. REPORTS BY THE PROPERTY TRUSTEE.

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

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

         SECTION 8.15. REPORTS TO THE PROPERTY TRUSTEE.

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

         SECTION 8.16. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

         SECTION 8.17. NUMBER OF TRUSTEES.

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

                                   ARTICLE 9

                       TERMINATION, LIQUIDATION AND MERGER

         SECTION 9.1. DISSOLUTION UPON EXPIRATION DATE.

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

                                       46
<PAGE>
         SECTION 9.2. SPECIAL DISTRIBUTION EVENTS.

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

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

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

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

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

         SECTION 9.3. TERMINATION.

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

         SECTION 9.4. LIQUIDATION AND DISTRIBUTION.

            (a) If a Special Distribution Event specified in clause (a), (c) or
(d) of Section 9.2 occurs or upon the Expiration Date, the Trust shall be
liquidated by the Trustees as expeditiously as the Trustees determine to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, to each Holder (x) if the Depositor has not
been dissolved, Company Preferred Securities having a liquidation amount equal
to the aggregate Liquidation Amount of the Trust Preferred Securities held by
the Holder to whom such Company Preferred Securities are distributed (a "Like
Amount of Company Preferred Securities"), or (y) if the Depositor has been
dissolved, Notes having a principal amount equal to the aggregate Liquidation
Amount of the Trust Preferred Securities held by the Holder to whom such Notes
are distributed (a "Like Amount of Notes"), subject to Section 9.4(d), provided,
that if a liquidation occurs prior to the Contract Settlement Date, the Company
Preferred Securities or Notes, as the case may be, distributed with respect to
Trust Preferred Securities held in the Collateral Account shall be transferred
to the Collateral Account.

         Notice of liquidation shall be given by the Property Trustee by
first-class mail, postage prepaid mailed not later than 30 nor more than 60 days
prior to the Liquidation Date to each

                                       47
<PAGE>
Holder of Trust Preferred Securities at such Holder's address appearing in the
Securities Register. All notices of liquidation shall:

               (i) state the Liquidation Date;

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

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

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

            (c) Except where Section 9.2(b) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Preferred Securities will no longer be deemed to
be Outstanding, (ii) certificates representing a Like Amount of Company
Preferred Securities or Notes representing a Like Amount of Notes will be issued
to Holders of Trust Preferred Securities Certificates, upon surrender of such
certificates to the Property Trustee or their agent for exchange, (iii) the
Depositor shall use its best efforts to have the Company Preferred Securities
listed on the New York Stock Exchange or on such other exchange, interdealer
quotation system or self-regulatory organization as the Trust Preferred
Securities are then listed, (iv) any Trust Preferred Securities Certificates not
so surrendered for exchange will be deemed to represent a Like Amount of Company
Preferred Securities or a Like Amount of Notes, as the case may be, accruing
Dividends at the rate provided for in the Company Preferred Securities or
interest at the rate provided for in the Notes, as the case may be, from the
last Distribution Date on which a Distribution was made on such Trust Preferred
Securities Certificates until such certificates are so surrendered (and until
such certificates are so surrendered, no payments of Dividends or Liquidation
Preference will be made to Holders of Trust Preferred Securities Certificates
with respect to such Company Preferred Securities or Notes) and (v) all rights
of Holders holding Trust Preferred Securities will cease, except the right of
such Holders to receive Company Preferred Securities or Notes, as the case may
be, upon surrender of Trust Preferred Securities Certificates. If the Company
Preferred Securities or the Notes are distributed to the Holders of the Trust
Preferred Securities pursuant to this Section 9.4, then they will be subject to
the Remarketing, settlement and other provisions of the Purchase Contract
Agreement and the Pledge Agreement as if they were the Trust Preferred
Securities.

                                       48
<PAGE>
            (d) In the event that, upon the Expiration Date or the occurrence of
a Special Distribution Event, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Company Preferred
Securities or Notes, as the case may be, in the manner provided herein is
determined by the Property Trustee not to be practical, the Trust Property shall
be liquidated, and the Trust shall be wound-up by the Property Trustee in such
manner as the Property Trustee determines. In such event, the Trust Preferred
Holders holding Trust Preferred Securities at the time outstanding will be
entitled to receive out of the assets of the Trust available for distribution to
Trust Preferred Holders, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, before any distribution of assets is made
to holders of the Company Common Securities, an amount equal to the Liquidation
Amount per Trust Preferred Security plus accumulated and unpaid Distributions
thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such winding-up, the Liquidation Distribution can
be paid only in part because the Trust has insufficient assets available to pay
in full the aggregate Liquidation Distribution, then the amounts payable by the
Trust on the Trust Preferred Securities shall be paid on a pro rata basis to the
Trust Preferred Holders (based upon Liquidation Amounts). If the liquidation
occurs prior to the Purchase Contract Settlement Date, the Liquidation
Distribution with respect to all Pledged Trust Preferred Securities will be
distributed to the Collateral Agent, which in turn will apply an amount equal to
the Redemption Amount of the Redemption Price to purchase the Treasury Portfolio
on behalf of the Holders of the Units and remit the remaining portion, if any,
of such Redemption Price to the Purchase Contract Agent for payment to the
Holders of the Units.

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

         The Trust may not merge with or into, consolidate, convert into,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, except pursuant to this
Section 9.5 or Section 9.4. At the request of the Depositor, without the consent
of the Holders of the Trust Preferred Securities, the Property Trustee or the
Delaware Trustee, the Trust may merge with or into, consolidate, convert into,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any State (other than the State of Florida); provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Trust Preferred Securities or (b) substitutes for the
Trust Preferred Securities other securities having substantially the same terms
as the Trust Preferred Securities (the "Successor Securities") as long as the
Successor Securities rank the same as the Trust Preferred Securities rank in
priority with respect to distributions and payments upon liquidation, redemption
and otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Company Preferred Securities or the Notes, as the case may be,
(iii) the Successor Securities are listed or traded, or any Successor Securities
will be listed upon notification of issuance, on any national securities
exchange or other organization on which the Trust Preferred Securities are then
listed or traded, if any, (iv) such merger, consolidation, conversion,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Trust Preferred Securities (including any Successor Securities) to be downgraded
by any nationally recognized statistical rating organization, (v) such merger,
consolidation, conversion, amalgamation, replacement, conveyance, transfer or

                                       49
<PAGE>
lease does not adversely affect the rights, preferences and privileges of the
holders of the Trust Preferred Securities (including any Successor Securities)
in any material respect, (vi) such successor entity has a purpose substantially
identical to that of the Trust, (vii) prior to such merger, consolidation,
conversion, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, conversion, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
holders of the Trust Preferred Securities (including any Successor Securities)
in any material respect, and (b) following such merger, consolidation,
conversion, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity will be required to register as an
investment company under the 1940 Act, (viii) TECO guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee; and (ix) the constituent trust and the successor
entity maintain their principal executive offices outside the State of Florida.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of 100% in Liquidation Amount of the Trust Preferred Securities,
consolidate, amalgamate, merge with or into, convert into or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other Person or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, conversion, amalgamation,
merger, replacement, conveyance, transfer or lease would cause the Trust or the
successor entity to be classified as other than a grantor trust for United
States federal income tax purposes.

                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1. LIMITATION OF RIGHTS OF HOLDERS.

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

         SECTION 10.2. AMENDMENT.

            (a) This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any Holders, (i) to cure any
ambiguity, correct or supplement any provision herein which may be inconsistent
with any other provision herein, or to make any other provisions with respect to
matters or questions arising under this Trust Agreement, which shall not be
inconsistent with the other provisions of this Trust Agreement, (ii) to modify,
eliminate or add to any provisions of this Trust Agreement to such extent as
shall be necessary to ensure that the Trust will be classified for United States
federal income tax purposes as a grantor trust at all times that any Trust
Preferred Securities are outstanding or to ensure that the Trust will not be
required to register as an investment company under the 1940 Act; (iii) to amend
the definition of Company Preferred Securities and Sections 2.3, 2.4 and 5.1

                                       50
<PAGE>
solely for the purpose of reflecting the sale of up to 2,400,000 additional
Units pursuant to the Underwriting Agreement and the corresponding increases in
the liquidation preference of the Company Preferred Securities, the liquidation
preference of the Trust Preferred Securities, the number of Trust Preferred
Securities issued to the Company, and price paid for such Trust Preferred
Securities; or (iv) to facilitate the tendering, remarketing and settlement of
the Trust Preferred Securities as contemplated by Section 5.5, provided,
however, that in the case of clause (ii), such action shall not adversely affect
in any material respect the interests of any Holder, and any such amendments of
this Trust Agreement shall become effective when notice thereof is given to the
Holders.

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

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

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

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

            (f) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement.

                                       51
<PAGE>
         SECTION 10.3. SEPARABILITY.

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

         SECTION 10.4. GOVERNING LAW.

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

         SECTION 10.5. PAYMENTS DUE ON NON-BUSINESS DAY.

         If the date fixed for any payment on any Trust Preferred Security shall
be a day that is not a Business Day, then such payment need not be made on such
date but may be made on the next succeeding day that is a Business Day (except
as otherwise provided in this Trust Agreement) with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date.

         SECTION 10.6. SUCCESSORS.

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

                                       52
<PAGE>
         SECTION 10.7. HEADINGS.

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

         SECTION 10.8. REPORTS, NOTICES AND DEMANDS.

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

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

         SECTION 10.9. AGREEMENT NOT TO PETITION.

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

                                       53
<PAGE>
         SECTION 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

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

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

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

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

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

                                       54
<PAGE>
            THIS TRUST AGREEMENT is executed as of the date first above written.

                                  TECO FUNDING COMPANY II, LLC,
                                  as Depositor

                                  By: /s/ Mildred F. Smith
                                      ----------------------------------
                                  Name: Mildred F. Smith
                                  Title: President

                                  THE BANK OF NEW YORK,
                                  as Property Trustee

                                  By: /s/ Mary LaGumina
                                      ----------------------------------
                                  Name:  Mary LaGumina
                                  Title:   Vice President

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

                                  By: /s/ William T. Lewis
                                      ----------------------------------
                                  Name:  William T. Lewis, SVP
                                  Title:

                                       55
<PAGE>
         TECO Energy, Inc. joins in this Trust Agreement solely for the purposes
of obligating itself under Sections 2.3 and 8.6 of this Trust Agreement and not
as depositor, trustee or beneficiary.

                                  TECO ENERGY, INC.


                                  By:  /s/ Sandra W. Callahan
                                      ----------------------------------
                                  Name: Sandra W. Callahan
                                  Title: Vice President - Treasurer

                                       56
<PAGE>
                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                              TECO CAPITAL TRUST II

         This Certificate of Trust of TECO Capital Trust II (the "Trust"), dated
November 20, 2000, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. Section 3801 et seq.) (the "Act").

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

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

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

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

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

                                  THE BANK OF NEW YORK,
                                  as Property Trustee

                                  By: /s/ Sharon L. Atkinson
                                      ----------------------------------
                                  Name: Sharon L. Atkinson
                                  Title: Agent

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

                                  By: William T. Lewis
                                      ----------------------------------
                                  Name: William T. Lewis, SVP
                                  Title:
<PAGE>
                                                                       EXHIBIT B

                    Book-Entry-Only Corporate Debt Securities

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

                              TECO CAPITAL TRUST II
                                [Name of Issuer]

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

                                                                January 15, 2002

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

            Re:         $400,000,000 5.11% Trust Preferred Securities issued by
                        TECO Capital Trust II (liquidation preference of $25 per
                        security) [Issue description (the "Securities")]

Ladies and Gentlemen:

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

            1. Prior to closing on the Securities on January 15, 2002 there
shall be deposited with DTC one or more Security certificates registered in the
name of DTC's nominee, Cede & Co., for each stated maturity of the Securities in
the face amounts set forth on Schedule A hereto, the total of which represents
100% of the principal amount of such Securities. If, however, the aggregate
principal amount of any maturity exceeds $400 million, one certificate shall be
issued with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

                  Unless this certificate is presented by an authorized
                  representative of The Depository Trust Company, a New York
                  corporation ("DTC"), to Issuer or its agent for registration
                  of transfer, exchange, or payment, and any certificate issued
<PAGE>
                  is registered in the name of Cede & Co. or in such other name
                  as is requested by an authorized representative of DTC (and
                  any payment is made to Cede & Co. or to such other entity as
                  is requested by an authorized representative of DTC), ANY
                  TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
                  BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
                  owner hereof, Cede & Co., has an interest herein.

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

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

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

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

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

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

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

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

                                       2
<PAGE>
                  Supervisor, Proxy Unit
                  Reorganization Department
                  The Depository Trust Company
                  55 Water Street 50th Floor
                  New York, NY 10041-0099

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

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

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

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

                                       3
<PAGE>
         6. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders shall be sent to DTC specifying the terms of the tender and the
Publication Date of such notice. Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use and
timeliness of such notice.) Notices to DTC pursuant to this Paragraph and
notices of other corporate actions by telecopy shall be directed to DTC's
Reorganization Department at (212) 855-5488. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5290. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

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

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

                                       4
<PAGE>
                  Supervisor, Put Bond Unit
                  Reorganization Department
                  The Depository Trust Company
                  55 Water Street 50th Floor
                  New York, NY 10041-0099

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

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

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

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

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

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

                                       5
<PAGE>
the detail payments by 12:00 noon (Eastern Time), Issuer or Agent must provide
CUSIP-level reconciliation to DTC no later than 2:30 p.m. (Eastern Time).
Reconciliation must be provided by either automated means or written format.
Such reconciliation notice, if sent by telecopy, shall be directed to DTC's
Dividend Department at (212) 855-4633, and receipt of such reconciliation notice
shall be confirmed by telephoning (212) 855-4430.

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

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

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

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

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

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

                                       6
<PAGE>
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any Participant having Securities credited to its DTC
accounts.

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

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

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

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

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

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

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

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

                                       7
<PAGE>
NOTES:

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

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

                                                Very truly yours,

                                               TECO CAPITAL TRUST II
                                               [Issuer]

                                               By:      The Bank of New York,
                                                        as Trustee

                                               By:____________________________
                                               [Authorized Officer's Signature]


                                               THE BANK OF NEW YORK
                                               [Agent]

                                               By:____________________________
                                               [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY

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



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

                                       8
<PAGE>
                                    EXHIBIT C

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

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

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

Certificate Number: ___                    Number Of Trust Preferred Securities


                Certificate Evidencing Trust Preferred Securities

                                       of

                              TECO CAPITAL TRUST II

                        5.11% TRUST PREFERRED SECURITIES
              (Liquidation Amount $25 Per Trust Preferred Security)

         TECO Capital Trust II, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co.
(the "Holder") is the registered owner of [_________] Trust Preferred Securities
of the Trust representing an undivided beneficial ownership interest in the
assets of the Trust and designated the 5.11% Trust Preferred Securities (the
"Trust Preferred Securities"). The Trust Preferred Securities are transferable
on the books and records of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer as provided in Section 5.4 of the Trust Agreement (as defined
below). The designations, rights, privileges, restrictions, preferences and
<PAGE>
other terms and provisions of the Trust Preferred Securities are set forth in,
and this certificate and the Trust Preferred Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of January 15, 2002
as the same may be amended from time to time (the "Trust Agreement") including
the designation of the terms of Trust Preferred Securities as set forth therein.
The Trust will furnish a copy of the Trust Agreement to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.

         In Witness Whereof, one of the Property Trustee of the Trust has
executed this certificate this _____ day of January, 2002.

                                            TECO CAPITAL TRUST II

                                            By:      THE BANK OF NEW YORK
                                                     As Property Trustee

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

                                       2
<PAGE>
                                   ASSIGNMENT

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

         _______________________________________________________________

         _______________________________________________________________

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

         _______________________________________________________________

         _______________________________________________________________

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

         _______________________________________________________________

         _______________________________________________________________

         _______________________________________________________________

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

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

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