<PAGE>
                                                                    Exhibit 4.33


                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          TECO FUNDING COMPANY II, LLC







                          DATED AS OF JANUARY 15, 2002
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                                TABLE OF CONTENTS

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

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

    Section 1.2            Headings......................................................................   8

    Section 1.3            Rounding......................................................................   8

ARTICLE II             CONTINUATION AND TERM; ADMISSION OF SECURITYHOLDERS...............................   8

    Section 2.1            Continuation..................................................................   8

    Section 2.2            Admission of Securityholders..................................................   8

    Section 2.3            Name..........................................................................   8

    Section 2.4            Term..........................................................................   9

    Section 2.5            Registered Agent and Office...................................................   9

    Section 2.6            Principal Place of Business...................................................   9

    Section 2.7            Qualification in Other Jurisdictions..........................................   9

ARTICLE III            PURPOSE AND POWERS OF THE COMPANY; BY-LAWS; GUARANTEE AGREEMENT...................   9

    Section 3.1            Purposes and Powers...........................................................   9

    Section 3.2            Bylaws........................................................................  10

    Section 3.3            Guarantee Agreement...........................................................  10

    Section 3.4            No Indebtedness...............................................................  10

    Section 3.5            Effect of a Liquidation of TECO...............................................  10

    Section 3.6            Dispositions..................................................................  10

ARTICLE IV             CAPITAL CONTRIBUTIONS, ALLOCATIONS AND SECURITIES.................................  10

    Section 4.1            Form of Contribution..........................................................  10

    Section 4.2            Contributions with Respect to the LLC Common Securityholders..................  10

    Section 4.3            Contributions with Respect to the LLC Preferred Securityholders...............  10

    Section 4.4            Allocation of Profits and Losses..............................................  11

    Section 4.5            Withholding...................................................................  12

    Section 4.6            Securities as Personal Property...............................................  12

ARTICLE V              SECURITYHOLDERS...................................................................  12

    Section 5.1            Powers of Securityholders.....................................................  12

    Section 5.2            Partition.....................................................................  12
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                                   (CONTINUED)

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    Section 5.3            Resignation...................................................................  12

    Section 5.4            Liability of Securityholders..................................................  12

ARTICLE VI            MANAGEMENT.........................................................................  13

    Section 6.1            Management of the LLC.........................................................  13

    Section 6.2            Limits on Board of Directors' Powers..........................................  17

    Section 6.3            Reliance by Sixth Parties.....................................................  17

    Section 6.4            No Management by Any LLC Preferred Securityholders............................  17

    Section 6.5            Business Transactions of the LLC Common Securityholder with
                           the LLC.................. ....................................................  17

    Section 6.6            Outside Businesses............................................................  17

    Section 6.7            Duties of Directors...........................................................  18

ARTICLE VII                COMPANY COMMON SECURITIES AND COMPANY PREFERRED SECURITIES....................  18

    Section 7.1            LLC Common Securities and LLC Preferred Securities............................  18

    Section 7.2            General Provisions Regarding LLC Preferred Securities.........................  19

    Section 7.3            LLC Preferred Securities......................................................  19

ARTICLE VIII          VOTING AND MEETINGS................................................................  25

    Section 8.1            Voting Rights of LLC Preferred Securityholders................................  25

    Section 8.2            Voting Rights of LLC Common Securityholders...................................  26

    Section 8.3            Meetings of the Securityholders...............................................  27

ARTICLE IX            DIVIDENDS..........................................................................  28

    Section 9.1            Dividends.....................................................................  28

    Section 9.2            Limitations on Distributions..................................................  28

    Section 9.3            Payment.......................................................................  28

ARTICLE X             BOOKS AND RECORDS..................................................................  28

    Section 10.1           LLC Books and Records.........................................................  28

    Section 10.2           Limitation on Access to Records...............................................  28

    Section 10.3           Accounting Method.............................................................  29

ARTICLE XI            TAX MATTERS........................................................................  29

    Section 11.1           LLC Tax Returns...............................................................  29

    Section 11.2           Tax Reports...................................................................  29
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    Section 11.3           Taxation as a Partnership.....................................................  29

    Section 11.4           Taxation of Securityholders...................................................  29

ARTICLE XII           EXPENSES...........................................................................  30

    Section 12.1           Expenses......................................................................  30

ARTICLE XIII          TRANSFERS OF SECURITIES BY SECURITYHOLDERS AND RELATED MATTERS.....................  30

    Section 13.1           Right of Assignee to Become an LLC Preferred Securityholder...................  30

    Section 13.2           Events of Cessation of Security Ownership.....................................  30

    Section 13.3           Persons Deemed LLC Preferred Securityholders..................................  30

    Section 13.4           The LLC Preferred Certificates................................................  31

    Section 13.5           Transfer of LLC Preferred Certificates........................................  31

    Section 13.6           Mutilated, Destroyed, Lost or Stolen LLC Preferred Certificates...............  32

    Section 13.7           Book-Entry LLC Preferred Certificates.........................................  33

    Section 13.8           Notices to Clearing Agency....................................................  33

    Section 13.9           Definitive LLC Preferred Certificates.........................................  34

ARTICLE XIV           DISSOLUTION, LIQUIDATION AND TERMINATION...........................................  34

    Section 14.1           No Dissolution................................................................  34

    Section 14.2           Events Causing Dissolution....................................................  34

    Section 14.3           Notice of Dissolution.........................................................  35

    Section 14.4           Liquidation...................................................................  35

    Section 14.5           Certain Restrictions on Liquidation Payments..................................  35

    Section 14.6           Designation of Successor Depositor............................................  36

    Section 14.7           Termination...................................................................  36

ARTICLE XV            MISCELLANEOUS......................................................................  36

    Section 15.1           Amendments....................................................................  36

    Section 15.2           Notification; Amendment of Certificate of Formation...........................  37

    Section 15.3           Successors....................................................................  37

    Section 15.4           Law; Severability.............................................................  37

    Section 15.5           Filings.......................................................................  37

    Section 15.6           Power of Attorney.............................................................  37
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    Section 15.7           Exculpation...................................................................  38

    Section 15.8           Indemnification...............................................................  38

    Section 15.9           Additional Documents..........................................................  39

    Section 15.10          Notices.......................................................................  39

    Section 15.11          Counterparts..................................................................  39

    Section 15.12          Submission to Jurisdiction....................................................  39
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                                      -iv-
<PAGE>
                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          TECO FUNDING COMPANY II, LLC

         This Amended and Restated Limited Liability Company Agreement of TECO
Funding Company II, LLC, a Delaware limited liability company (the "LLC"), is
made as of January 15, 2002, among TECO Energy, Inc., a corporation organized
under the laws of the State of Florida (including any successor in interest
thereto, "TECO"), as initial Securityholder (as defined below) and holder of the
LLC Common Securities (as defined below), TECO Capital Trust II, a Delaware
statutory business trust (the "TRUST"), as the holder of the LLC Preferred
Securities, and the Persons (as defined below), who may from time to time become
additional Securityholders of the LLC in accordance with the provisions hereof.

         WHEREAS, TECO, as initial Securityholder, has formed a limited
liability company pursuant to the Delaware Limited Liability Company Act, 6
Del.C. Section 18-101, et seq., as amended from time to time (the "DELAWARE
ACT"), by filing a Certificate of Formation of the LLC (the "CERTIFICATE OF
FORMATION") with the office of the Secretary of State of the State of Delaware
on or about November 17, 2000, and has entered into the Limited Liability
Company Agreement of the LLC dated as of November 17, 2000 (the "ORIGINAL
AGREEMENT");

         WHEREAS, on the date of this Agreement the Trust will become the
initial LLC Preferred Securityholder;

         WHEREAS, the Securityholders desire to amend and restate the Original
Agreement as provided in this Amended and Restated Limited Liability Company
Agreement of the LLC (as amended, modified or supplemented from time to time in
accordance with its terms, this "AGREEMENT") and to continue the Company as a
limited liability company under the Delaware Act in accordance with the
provisions of this Agreement; and

         WHEREAS, simultaneously with TECO's execution and delivery of this
Agreement, the LLC and TECO are executing and delivering the Guarantee
Agreement, dated as of the date hereof, substantially in the form of Annex A
hereto (as amended, modified or supplemented from time to time in accordance
with its terms, the "GUARANTEE AGREEMENT").

         NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Securityholders hereby agree
as follows:

                                   ARTICLE I
                                  DEFINED TERMS

         Section 1.1  DEFINITIONS. Unless the context otherwise requires, the
terms defined in this Article 1 shall, for the purposes of this Agreement, have
the meanings herein specified.
<PAGE>
         "ADMINISTRATIVE ACTION" means any judicial decision, official
administrative pronouncement, published or private ruling, regulatory procedure,
notice or announcement (including any notice or announcement of intent to adopt
such procedures or regulations) by any legislative body, court, governmental
authority or regulatory body having appropriate jurisdiction.

         "ADMINISTRATION AGREEMENT" means the Administration Agreement between
TECO and the LLC dated January 15, 2002 and attached hereto substantially in the
form of Annex B.

         "AFFILIATE" means, with respect to a specified Person, any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person.

         "AGENCY AGREEMENT" means the Agency Agreement to be entered into by the
LLC and The Bank of New York, pursuant to which the LLC will appoint The Bank of
New York, as Registrar for the LLC Preferred Securities, as such agreement may
be amended, modified or supplemented from time to time.

         "AGREEMENT" has the meaning specified in the third Recital of this
Agreement.

         "AUTHORIZED PERSON" has the meaning specified in Section 2.1(b).

         "BANKRUPTCY" means, with respect to any Person, if such Person (i)
makes an assignment for the benefit of creditors, (ii) files a voluntary
petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has
entered against it an order for relief, in any bankruptcy or insolvency
proceeding, (iv) files a petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, or similar
relief under any statute, law or regulation, (v) files an answer or other
pleading admitting or failing to contest the material allegations of a petition
filed against it in any proceeding of this nature, (vi) seeks, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator of the Person
or of all or any substantial part of its properties, or (vii) 120 days after the
commencement of any proceeding against the Person seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, if the proceeding has not been
dismissed, or if within 90 days after the appointment without such Person's
consent or acquiescence of a trustee, receiver or liquidator of such Person or
of all or any substantial part of its properties, the appointment is not vacated
or stayed, or within 90 days after the expiration of any such stay, the
appointment is not vacated. With respect to a Securityholder, the foregoing
definition of "BANKRUPTCY" is intended to replace and shall supersede and
replace the definition of "BANKRUPTCY" set forth in Sections 18-101(1) and
18-304 of the Delaware Act.

         "BOOK-ENTRY LLC PREFERRED CERTIFICATES" means a beneficial interest in
the LLC Preferred Certificates, ownership and transfers of which shall be made
through book entries by a Clearing Agency as described in Section 13.8.

         "BOARD OF DIRECTORS" means the board of directors of the LLC.

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


                                       2
<PAGE>
         "BYLAWS" means the Bylaws of the LLC in the form of Annex C hereto, as
they may be amended from time to time by the Board of Directors in accordance
with the provisions of this Agreement (which Bylaws are, for all purposes of
this Agreement, deemed to be incorporated herein and to be a part hereof).

         "CERTIFICATE DEPOSITORY AGREEMENT" means an agreement among the LLC,
the Registrar and the Clearing Agency relating to the LLC Preferred
Certificates, in form satisfactory to the Clearing Agency, as the same may be
amended and supplemented from time to time.

         "CERTIFICATE OF FORMATION" has the meaning specified in the first
Recital of this Agreement.

         "CLEARING AGENCY" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended.

         "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" means the Closing Date under the Underwriting Agreement.

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

         "DEFINITIVE LLC PREFERRED CERTIFICATES" means either or both (as the
context requires) of (a) LLC Preferred Certificates issued as Book-Entry LLC
Preferred Certificate as provided in Section 13.10(a) and (b) LLC Preferred
Certificates issued in certificated, fully registered form as provided in
Section 13.11.

         "DELAWARE ACT" has the meaning specified in the first Recital of this
Agreement.

         "DIRECTORS" means each of the Persons listed as a director on Annex E
hereto until such Persons shall resign or otherwise be duly removed as a
Director, and each Person who may from time to time be designated to serve as a
successor to any Director of the LLC in each case in accordance with the
provisions of this Agreement and of the Bylaws.

         "DIVIDEND PAYMENT DATE" has the meaning specified in Section 7.3(b).

         "DIVIDEND PERIOD" has the meaning specified in Section 7.3(b).

         "DIVIDEND" has the meaning specified in Section 9.1.

         "EVENT OF DEFAULT" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

         (a) the occurrence of an Indenture Event of Default; or




                                       3
<PAGE>
         (b) default by the LLC in the payment of any Preferred Dividend when it
becomes due and payable, and continuation of such default for a period of 60
days; or

         (c) default by the LLC in the payment of any Redemption Price of any
LLC Preferred Security when it becomes due and payable; or

         (d) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property Trustee
within 60 days thereof.

         "FISCAL YEAR" means, with respect to the LLC, (i) the period commencing
upon the formation of the LLC and ending on December 31, 2000 and (ii) any
subsequent twelve month period commencing on January 1 and ending on December 31
and, with respect to TECO, means any twelve-month period commencing on January 1
and ending on December 31.

         "GUARANTEE AGREEMENT" has the meaning set forth in the fourth Recital
to this Agreement.

         "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 Subordinated Notes, each
as amended or supplemented from time to time.

         "INDENTURE EVENT OF DEFAULT" means an "Event of Default" as defined in
the Indenture with respect to a Subordinated Note.

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

         "INVESTMENT COMPANY ACT EVENT" means the receipt by LLC of an Opinion
of Counsel experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "CHANGE IN 1940 ACT LAW") there is more than
an insubstantial risk that the LLC is or will be considered an "Investment
Company" that is required to be registered under the 1940 Act, which Change in
1940 Act Law becomes effective on or after the date of original issuance of the
LLC Preferred Securities.

         "LIQUIDATION AMOUNT" means (a) with respect to the LLC Preferred
Securities, the Liquidation Preference of such Securities, and (b) with respect
to the LLC Common Securities, the capital contribution made with respect to such
Securities pursuant to Section 4.2.

         "LIQUIDATION PREFERENCE" means with respect to each LLC Preferred
Security, as of any time of determination, the liquidation preference thereof as
specified in Section 7.3(a).

         "LLC" has the meaning specified in the Preamble of this Agreement.

         "LLC COMMON SECURITIES" means the common limited liability company
interests in the LLC described in this Agreement.


                                       4
<PAGE>
         "LLC COMMON SECURITYHOLDER" means a Securityholder that owns one or
more LLC Common Securities. Initially, TECO will be the only LLC Common
Securityholder.

         "LLC PREFERRED CERTIFICATE" means the certificate evidencing the LLC
Preferred Securities.

         "LLC PREFERRED SECURITIES" has the meaning specified in Section 7.3(a).

         "LLC SECURITY" means a limited liability company interest in the LLC,
including the right of the holder thereof to any and all benefits to which a
Securityholder may be entitled as provided in this Agreement, together with the
obligations of a Securityholder to comply with all of the terms and provisions
of this Agreement, and includes the LLC Common Securities and the LLC Preferred
Securities from time to time outstanding.

         "LLC PREFERRED SECURITYHOLDER" means a Securityholder that owns one or
more LLC Preferred Securities.

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

         "OFFICERS" means each of the Persons listed as an Officer on Annex E
hereto until such Persons shall resign or otherwise be duly removed as an
Officer and each Person who may from time to time be duly appointed an Officer
by the Board of Directors or pursuant to Section 6.1(b) and acting in accordance
with the provisions of this Agreement and of the Bylaws.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel to the LLC, and who shall be reasonably acceptable to the Registrar.

         "ORIGINAL AGREEMENT" has the meaning specified in the first Recital of
this Agreement.

         "OWNER" means each Person who is the beneficial owner of a Book-Entry
LLC Preferred 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 each paying agent with respect to the Trust
Preferred Securities, which will initially be The Bank of New York.

         "PERSON" means any individual, corporation, association, partnership
(general or limited), joint venture, trust, estate, limited liability company,
or other legal entity or organization.

         "POWER OF ATTORNEY" means the power of attorney granted pursuant to
Section 15.6.

         "PREFERRED DIVIDENDS" has the meaning specified in Section 7.3(b).

         "PURCHASE PRICE" for any LLC Preferred Security means the amount paid
per $25.00 of Liquidation Preference of such LLC Preferred Security, payment of
which shall constitute the contribution to capital contemplated by Section 4.3.


                                       5
<PAGE>
         "REDEMPTION DATE" means, with respect to any LLC Security to be
redeemed, the date fixed for such redemption by or pursuant to this Agreement;
provided that the Subordinated Note Redemption Date shall be a Redemption Date.

         "REDEMPTION PRICE" means (i) with respect to any LLC Preferred
Security, the Liquidation Amount of such LLC Preferred Security plus accumulated
but unpaid Preferred Dividends to the Redemption Date, and (ii) with respect to
the LLC Common Securities, the Liquidation Amount of such LLC Common Securities
plus declared and unpaid Dividends.

         "REGISTRAR" has the meaning specified in Section 13.5(a).

         "REMARKETING" means the remarketing contemplated by Section 5.5 of the
Trust Agreement.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SECURITIES REGISTER" has the meaning specified in Section 13.5(a) of
this Agreement.

         "SECURITYHOLDER" means any Person that holds an interest in the LLC and
is admitted as a member and securityholder of the LLC pursuant to the provisions
of this Agreement and of the Delaware Act, in its capacity as a securityholder.
For purposes of the Delaware Act, the LLC Common Securityholders and the LLC
Preferred Securityholders shall constitute separate classes or groups of
Securityholders and of members.

         "SPECIAL EVENT REDEMPTION DATE" means a redemption date for the LLC
Preferred Securities in connection with the occurrence of a Tax Event or an
Investment Company Act Event.

         "SUBORDINATED NOTE EVENT OF DEFAULT" means an event of default under
the Indenture.

         "SUBORDINATED NOTE REDEMPTION DATE" means, with respect to any
Subordinated Notes to be redeemed under the Indenture, the stated maturity of
the Subordinated Notes and any earlier date fixed for redemption under the
Indenture.

         "SUBORDINATED NOTES" means the 5.11% Junior Subordinated Notes due
January 15, 2002 issued by TECO, having an aggregate principal amount of up to
$474,260,000, in substantially the form of Annex D hereto.

         "SUPPLEMENTAL INDENTURE" means the Sixth Supplemental Indenture dated
January 15, 2007 to the Indenture dated August 17, 1998 between TECO and the
Indenture Trustee, each as amended or supplemented from time to time.

         "TAX EVENT" means the receipt by the LLC of an Opinion of Counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, or (b) any official
administrative written decision, pronouncement or action or judicial decision
interpreting or applying such laws or regulations by any court, governmental
agency or regulatory authority,



                                       6
<PAGE>
in each case which amendment or change is enacted, promulgated, issued or
announced or which interpretation or application is issued or announced on or
after the date of original issuance of LLC Preferred Securities, there is more
than an insubstantial risk that (i) the LLC is, or will be within 90 days of the
date of the Opinion of Counsel, subject to United States Federal income tax with
respect to interest received on the Subordinated Notes or LLC Preferred
Securities, (ii) interest payable by TECO to the LLC on the Subordinated Notes
is not, or will not be within 90 days of the date of the Opinion of Counsel,
deductible for United States Federal income tax purposes, or (iii) the LLC is,
or will be within 90 days of the date of the Opinion of Counsel, subject to more
than a de minimis amount of other taxes, duties, assessments or other
governmental charges.

         "TAX MATTERS PARTNER" has the meaning specified in Section 11.1.

         "TECO" has the meaning in the Preamble of this Agreement.

         "TRANSACTION DOCUMENTS" has the meaning specified in Section 6.1(e).

         "TRUST" means TECO Capital Trust II, a Delaware statutory business
trust.

         "TRUST AGREEMENT" means the Amended and Restated Trust Agreement dated
January 15, 2002 entered into between the LLC, as depositor, and the Trustees,
as such agreement may be amended or supplemented from time to time.

         "TRUST PREFERRED CERTIFICATES" means the certificates evidencing the
Trust Preferred Securities.

         "TRUST PREFERRED DEPOSITARY" means the depositary in whose name the
Trust Preferred Securities are registered, which initially will be The
Depository Trust Company.

         "TRUST PREFERRED SECURITIES" means the 5.11% Trust Preferred
Securities, Liquidation Preference $25.00 per security and aggregate Liquidation
Preference $400,000,000 representing a corresponding amount of LLC Preferred
Securities.

         "TRUSTEE" means The Bank of New York, a New York banking corporation,
or its successor as Property Trustee under the Trust Agreement, and "TRUSTEES"
means the Trustee and The Bank of New York (Delaware), as Delaware Trustee under
the Trust Agreement, and in each case their respective successors.

         "UNDERWRITING AGREEMENT" means the underwriting agreement dated January
9, 2002 by and among the LLC, the Trust, TECO, and the underwriter named
therein.

         "UNITED STATES" means the United States of America, its territories and
possessions, any state of the United States, and the District of Columbia.

         Section 1.2 HEADINGS. The headings and subheadings in this Agreement
are included for convenience and identification only and are in no way intended
to describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.


                                       7
<PAGE>
         Section 1.3 ROUNDING. All percentages resulting from any calculations
on the LLC Preferred Securities will be rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% or .09876545 being rounded to
9.87655% or .0987655).

                                   ARTICLE II
                             CONTINUATION AND TERM;
                          ADMISSION OF SECURITYHOLDERS

         Section 2.1 CONTINUATION.

         (a) The Securityholders hereby agree to the continuation of the LLC as
a limited liability company under and pursuant to the provisions of the Delaware
Act and of this Agreement and agree that the rights, duties and liabilities of
the Securityholders shall be as provided in the Delaware Act, except as
otherwise provided herein or in the Bylaws.

         (b) Any Person designated as an "AUTHORIZED PERSON" by the Board of
Directors is authorized to execute, deliver and file on behalf of the LLC any
and all amendments to and restatements of the Certificate of Formation, as an
authorized person within the meaning of the Delaware Act.

         Section 2.2 ADMISSION OF SECURITYHOLDERS. Upon the execution of this
Agreement, TECO shall become and be designated as, automatically and without any
further act on the part of any Person being necessary, the LLC Common
Securityholder. Upon the payment of the Purchase Price to the LLC for the LLC
Preferred Securities being acquired by the Trust in connection with the issuance
of the LLC Preferred Securities on the Closing Date pursuant to the terms of the
related Underwriting Agreement, which action shall be deemed to constitute a
request by the Trust that the books and records of the LLC reflect its admission
as a Preferred Securityholder, the Trust shall thereupon be admitted to the LLC
as a Preferred Securityholder and shall be bound by all the terms and conditions
hereof and of the LLC Preferred Securities.

         Section 2.3 NAME. The name of the LLC being continued hereby is "TECO
Funding Company II, LLC". For so long as any LLC Preferred Securities remain
outstanding, the LLC will maintain "TECO" in its name (including any fictitious
business names), unless as a result of a merger or other business combination
involving TECO or a change by TECO of its own name, in the LLC's judgment,
inclusion of any of the above as part of the LLC's name would no longer be
appropriate. Subject to such limitation, the business of the LLC may be
conducted in compliance with all applicable laws under any other name designated
by the Board of Directors except that the LLC shall hold itself out to the
public, and conduct its affairs and dealings under its own limited liability
company name and as separate and distinct from any third parties.

         Section 2.4 TERM. The term of the LLC commenced upon the date the
Certificate of Formation was filed in the office of the Secretary of State of
the State of Delaware and shall continue until December 31, 2051, unless the LLC
is dissolved in accordance with the provisions of the Delaware Act and this
Agreement. The existence of the LLC as a separate legal entity shall continue
until the cancellation of the Certificate of Formation in the manner required by
the Delaware Act.


                                       8
<PAGE>
         Section 2.5 REGISTERED AGENT AND OFFICE. The LLC's registered agent in
the State of Delaware shall be Griffin Corporate Services, 300 Delaware Avenue,
9th Floor, Wilmington, Delaware 19801, and its registered office in the State of
Delaware shall be c/o the registered agent. At any time, the Board of Directors
may designate another registered agent and/or registered office.

         Section 2.6 PRINCIPAL PLACE OF BUSINESS. The principal place of
business of the LLC shall be at 300 Delaware Avenue, Suite 900, Wilmington,
Delaware 19801. The Board of Directors may change the location of the LLC's
principal place of business; provided, however, that such change has no material
adverse effect upon any LLC Preferred Securityholder.

         Section 2.7 QUALIFICATION IN OTHER JURISDICTIONS. The Board of
Directors shall cause the LLC to be qualified or registered under assumed or
fictitious name statutes or similar laws in any jurisdiction in which the LLC
conducts business and in which such qualification or registration is required by
law or deemed advisable by the Board of Directors. Each Person designated by the
Board of Directors as an "authorized person" is authorized to execute, deliver
and file on behalf of the LLC any certificates (and any amendments or
restatements thereof) necessary for the LLC to qualify to do business in each
jurisdiction in which the Board of Directors has determined that the LLC shall
conduct business.

                                  ARTICLE III
                       PURPOSE AND POWERS OF THE COMPANY;
                           BYLAWS; GUARANTEE AGREEMENT

         Section 3.1 PURPOSES AND POWERS. The LLC was formed for the sole
purposes of (i) issuing the LLC Preferred Securities and the LLC Common
Securities, (ii) acquiring and holding the Subordinated Notes issued by TECO,
any other subordinated note or notes issued by TECO issued in substitution for
all or part of the Subordinated Notes, and (iii) performing functions necessary
or incidental thereto. The LLC may not conduct any other business or operations
except as contemplated by the preceding sentence. Subject to Section 3.5, the
LLC shall have the power and authority to take any and all actions necessary,
appropriate, proper, advisable, incidental or convenient to or for the
furtherance of the purposes of the LLC as set forth herein.

         Section 3.2 BYLAWS. The Board of Directors, Officers and
Securityholders shall be subject to the express provisions of this Agreement and
of the Bylaws. In case of any conflict between any provisions of this Agreement
and any provisions of the Bylaws, the provisions of this Agreement shall
control.

         Section 3.3 GUARANTEE AGREEMENT. Upon execution and delivery of the
Guarantee Agreement by the LLC and TECO, the provisions of the Guarantee
Agreement shall be deemed to be incorporated herein and to be a part hereof
except to the extent any such provisions shall conflict with any express
provisions of this Agreement or of the Delaware Act.

         Section 3.4 NO INDEBTEDNESS. The LLC shall not incur indebtedness for
borrowed money.


                                       9
<PAGE>
         Section 3.5 EFFECT OF A LIQUIDATION OF TECO. If TECO is liquidated and,
upon commencement of the related liquidation proceedings, the Subordinated Notes
are still outstanding, the LLC shall be liquidated and the Subordinated Notes
shall be distributed to the holders of the LLC Securities in the manner set
forth in Section 14.5.

         Section 3.6 DISPOSITIONS. The LLC shall not sell any of the
Subordinated Notes in whole or in part. If TECO redeems the Subordinated Notes,
the LLC shall promptly distribute the proceeds of such redemption in accordance
with Section 7.3(g), and such proceeds shall not be invested by the LLC pending
distribution thereof.

                                   ARTICLE IV
                CAPITAL CONTRIBUTIONS, ALLOCATIONS AND SECURITIES

         Section 4.1 FORM OF CONTRIBUTION. The contribution to the LLC with
respect to a Securityholder may, as determined by the Board of Directors in its
discretion, be in cash or other legal consideration.

         Section 4.2 CONTRIBUTIONS WITH RESPECT TO THE LLC COMMON
SECURITYHOLDERS. As the LLC Common Securityholder, TECO shall contribute to the
LLC on or prior to the issuance of the LLC Preferred Securities, cash in the
amount of $12,400,000.

         Section 4.3 CONTRIBUTIONS WITH RESPECT TO THE LLC PREFERRED
SECURITYHOLDERS. On the Closing Date the Trust shall contribute to the capital
of the LLC, with respect to its purchase of the LLC Preferred Securities on such
Closing Date, an amount in cash equal to the Purchase Price for such LLC
Preferred Securities (such amount being the Trust's capital contribution to the
LLC). As the LLC Preferred Securityholder, and in its capacity as a
Securityholder of the LLC, neither the Trust nor any successor holder of LLC
Preferred Securities shall be required to make any additional contributions to
the LLC (except as may be required by law).

         Section 4.4 ALLOCATION OF PROFITS AND LOSSES. The profits and losses of
the LLC for any Fiscal Year (or portion thereof) shall be allocated as follows:

         (a) net profit of the LLC (determined without regard to the amount of
any gains and losses described in subparagraphs (c) and (d) of this Section 4.4,
but including any portion of such gains or losses attributable to interest on
the Subordinated Notes not previously included in net profits) shall be
allocated (i) first, to the LLC Preferred Securityholders pro rata in proportion
to the Liquidation Amount of the LLC Preferred Securities held by each such
Securityholder, until the amount so allocated equals the interest taken into
account for the current Fiscal Year on Subordinated Notes having an aggregate
principal amount equal to the aggregate Liquidation Amount of the LLC Preferred
Securities, and (ii) thereafter to the LLC Common Securityholders;

         (b) net loss of the LLC (determined without regard to the amount of any
gains and losses described in subparagraph (c) or (d) of this Section 4.4) shall
be allocated 100% to the LLC Common Securityholders;


                                       10
<PAGE>
         (c) all gains resulting from any disposition (including, without
limitation, any redemption or prepayment) of assets by the LLC, other than any
portion of such gains attributable to interest on the Subordinated Notes not
previously included in net profits, shall be allocated (i) first, to the LLC
Preferred Securityholders pro rata in proportion to the Liquidation Amount of
the LLC Preferred Securities held by each such Securityholder, until the amount
so allocated equals the excess of (x) the Preferred Dividends accrued on such
LLC Preferred Securities from their date of issuance through and including the
close of the current Fiscal Year (or portion thereof) over (y) the sum of the
amounts allocated to the LLC Preferred Securityholders with respect to such LLC
Preferred Securities pursuant to Section 4.4(a)(i) in the current and all prior
Fiscal Years or this Section 4.4(c)(i) in all prior Fiscal Years, and (ii)
thereafter to the LLC Securityholders pro rata in proportion to the Liquidation
Amount of the LLC Securities held by each Securityholder; and

         (d) all losses resulting from any disposition (including, without
limitation, any redemption or prepayment) of assets by the LLC shall be
allocated (i) first, to the LLC Common Securityholders, until the aggregate
amount so allocated pursuant to this Section 4.4(d)(i) equals the sum of the
Liquidation Amount of the LLC Common Securities held by each such Securityholder
plus the excess, if any, of the sum of net profits and net losses allocated to
such LLC Common Securities pursuant to subparagraphs (a) and (b) of this Section
4.4 over the aggregate Dividends paid with respect to such Common Securities and
(ii) thereafter to the LLC Preferred Securityholders.

         Notwithstanding the foregoing, the Tax Matters Partner shall have the
power to alter any such allocations for federal, state, and local income tax
purposes if such alteration is necessary to cause such allocations to have
"SUBSTANTIAL ECONOMIC EFFECT" (within the meaning of Treasury regulation
1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance
with the interests of the Securityholders (within the meaning of Treasury
regulation 1.704-1(b)(3)) determined on the basis of the economic arrangements
of the parties as described in this Agreement.

         Section 4.5 WITHHOLDING. The LLC shall comply with any withholding
requirements under federal, state and local law and shall remit amounts withheld
to, and file required forms with, applicable jurisdictions. To the extent that
the LLC is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Securityholder, the amount
withheld shall be deemed to be a distribution in the amount of the withholding
to such Securityholder. To the fullest extent permitted by law, in the event of
any claimed over-withholding, Securityholders shall be limited to an action
against the applicable jurisdiction. If the amount withheld was not withheld
from actual distributions, the LLC may reduce subsequent distributions by the
amount of such withholding subject to Section 7.3(c). Each Securityholder, by
its acceptance of Securities, shall be deemed to agree to furnish the LLC with
any representations and forms as shall reasonably be requested by the LLC to
assist it in determining the extent of, and in fulfilling, its withholding
obligations.

         Section 4.6 SECURITIES AS PERSONAL PROPERTY. Each Securityholder hereby
agrees that its Securities shall, for all purposes, be personal property. A
Securityholder has no interest in specific property of the LLC.


                                       11
<PAGE>
                                   ARTICLE V
                                 SECURITYHOLDERS

         Section 5.1 POWERS OF SECURITYHOLDERS. The Securityholders shall have
the power to exercise any and all rights or powers granted to the
Securityholders pursuant to the express terms of this Agreement and of the
Bylaws and shall be subject in all respects to the provisions hereof and
thereof.

         Section 5.2 PARTITION. Each Securityholder waives any and all rights
that it may have to maintain an action for partition of the property of the LLC.

         Section 5.3 RESIGNATION. A Securityholder may resign from the LLC prior
to the dissolution and winding up of the LLC only upon the assignment of its
entire limited liability company interest in any LLC Securities (including by
any redemption, repurchase or other acquisition by the LLC of such LLC
Securities) in accordance with the provisions of this Agreement. A resigning
Securityholder shall not be entitled to receive any distribution and shall not
otherwise be entitled to receive the fair value of its LLC Securities except as
otherwise expressly provided for in this Agreement.

         Section 5.4 LIABILITY OF SECURITYHOLDERS.

         (a) Except as otherwise provided by the Delaware Act, (i) the debts,
obligations and liabilities of the LLC, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the LLC and
(ii) no Securityholder shall be obligated personally for any such debt,
obligation or liability of the LLC solely by reason of being a Securityholder of
the LLC.

         (b) A Securityholder, in its capacity as such, shall have no liability
other than (i) liabilities that can be satisfied out of its capital
contributions, (ii) liabilities that can be satisfied out of its share of any
assets and undistributed profits of the LLC, (iii) liability for any amounts
required to be paid by such Securityholder pursuant to this Agreement or any
payment and/or indemnity in connection with the registration of transfers of
Securities and (iv) liability for the amount of any distributions wrongfully
distributed to it to the extent set forth in the Delaware Act.

                                   ARTICLE VI
                                   MANAGEMENT

         Section 6.1 MANAGEMENT OF THE LLC.

         (a) Except as otherwise expressly provided in this Agreement or in the
Bylaws or as provided in the Delaware Act, the business and affairs of the LLC
shall be managed, and all actions required under this Agreement shall be
determined, solely and exclusively by the Board of Directors, which shall have
all rights and powers on behalf and in the name of the LLC to perform all acts
necessary and desirable to the objects and purposes of the LLC, including the
right to appoint Officers and to authorize any Officer to act on behalf of the
LLC. Any action taken by the Board of Directors or any duly appointed and acting
Officer in accordance with this Agreement or the Bylaws shall constitute the act
of, and shall serve to bind, the LLC.


                                       12
<PAGE>
         (b) The number of directors of the LLC initially shall be one. The
number of directors of the LLC may be increased as provided in this Agreement or
in the Bylaws, but shall never be less than one nor more than seven. The name of
the initial Director who shall serve until the first annual meeting of
Securityholders and until his or her successor is duly elected and qualified, is
set forth in Annex E hereto. These Directors may increase the number of
Directors and may fill any vacancy, whether resulting from an increase in the
number of directors or otherwise, on the Board of Directors occurring before the
first annual meeting of Securityholders in the manner provided in the Bylaws.
The names of the initial Officers, and their offices, are set forth in Annex E
hereto. Each such Officer shall have the duties and responsibilities that would
apply to his or her office if the LLC were a corporation established under the
Delaware General Corporation Law, except to the extent that the Directors from
time to time determine otherwise.

         (c) Each member of the Board of Directors shall be a "manager" of the
LLC for all purposes of, and within the meaning of, the Delaware Act.

         (d) Without limiting the generality of the foregoing, and subject to
the provisions of Section 6.2 and provided that any such action will not cause
the LLC to be required to register under the 1940 Act or be treated as an
association or publicly traded partnership taxable as a corporation, the Board
of Directors shall have all authority, rights and powers in the management of
the business of the LLC to do any and all other acts and things necessary,
proper, convenient or advisable to effectuate the purposes of this Agreement,
including by way of illustration but not by way of limitation, the following:

                  (i) to authorize the LLC or any Officer of the LLC on behalf
         of the LLC, to engage in transactions and dealings, including
         transactions and dealings with any Securityholder or any Affiliate of
         any Securityholder and including the entering into and performance by
         the LLC of one or more agreements with any Person whereby, subject to
         the supervision and control of the Board of Directors, any such other
         Person shall render or make available to the LLC, managerial,
         investment, advisory or related services, office space and other
         services and facilities upon such terms and conditions as may be
         provided in such agreement or agreements (including, if deemed fair and
         equitable by the Board of Directors, the compensation payable
         thereunder by the LLC);

                  (ii) to call meetings of Securityholders or any class or
         series thereof;

                  (iii) to cause the LLC to issue LLC Securities, including LLC
         Common Securities and LLC Preferred Securities, in accordance with the
         provisions of this Agreement;

                  (iv) to cause the LLC to pay all expenses incurred in forming
         the LLC to the extent not paid by TECO;

                  (v) to cause the LLC to purchase and hold the Subordinated
         Notes in accordance with the provisions of this Agreement;

                  (vi) to authorize (A) the entering into by the LLC of the
         Administration Agreement, the Subordinated Notes Purchase Agreement,
         the Agency Agreement with



                                       13
<PAGE>
         respect to the LLC Preferred Securities and (B) the performance by the
         LLC of its obligations thereunder;

                  (vii) to authorize (A) the entering into by the LLC of the
         Underwriting Agreement and (B) the performance by the LLC of its
         obligations thereunder;

                  (viii) to authorize (A) the entering into by the LLC of
         similar agreements to those described in this Section 6.1(d) (or other
         agreements not inconsistent herewith) in the future in respect of the
         LLC Preferred Securities and (B) the performance by the LLC of its
         obligations thereunder;

                  (ix) to cause the LLC to authorize, suspend, pay, declare or
         otherwise determine and make dividends, in cash or otherwise, on LLC
         Securities, in accordance with the provisions of this Agreement and of
         the Delaware Act;

                  (x) to establish, when a record date is not otherwise
         established by this Agreement, a record date with respect to all
         actions to be taken hereunder that require a record date to be
         established, including with respect to allocations, dividends and
         voting rights;

                  (xi) to establish or set aside in their discretion any reserve
         or reserves for contingencies and for any other proper LLC purpose;

                  (xii) to redeem or repurchase on behalf of the LLC Securities
         which may be so redeemed or repurchased in accordance with the
         provisions of this Agreement;

                  (xiii) to appoint (and dismiss from appointment) attorneys and
         agents on behalf of the LLC, and employ (and dismiss from employment)
         any and all Persons providing legal, accounting or financial services
         to the LLC, or such other employees or agents as the Directors deem
         necessary or desirable for the management and operation of the LLC;

                  (xiv) to cause the LLC to incur and pay all expenses and
         obligations incident to the operation and management of the LLC not
         otherwise paid by TECO pursuant to Section 12.1, including, without
         limitation, the services referred to in the preceding paragraph, taxes,
         interest, rent and insurance;

                  (xv) to cause the LLC to acquire and enter into any contract
         of insurance necessary or desirable for the protection or conservation
         of the LLC and its assets or otherwise in the interest of the LLC as
         the Board of Directors shall determine;

                  (xvi) to open accounts and deposit, maintain and withdraw
         funds in the name of the LLC in banks, savings and loan associations,
         brokerage firms or other financial institutions, which bank accounts if
         opened prior to one month after the Closing Date for the LLC Preferred
         Securities may be opened by any Officer that is authorized to do so by
         a written consent of any Director;


                                       14
<PAGE>
                  (xvii) to effect a dissolution of the LLC, and to act as
         liquidating trustee or the Person winding up the LLC's affairs, all in
         accordance with and subject to the provisions of this Agreement and of
         the Delaware Act;

                  (xviii) to facilitate the distribution of the LLC Preferred
         Securities to the holders of the Trust Preferred Securities upon
         dissolution of the Trust;

                  (xix) to bring and defend on behalf of the LLC actions and
         proceedings at law or equity before any court or governmental,
         administrative or other regulatory agency, body, commission or
         otherwise;

                  (xx) to prepare and cause to be prepared reports, statements
         and other relevant information for distribution to Securityholders as
         may be required or determined to be appropriate by the Board of
         Directors from time to time;

                  (xxi) to prepare and file all necessary returns and statements
         and pay all taxes, assessments and other impositions applicable to the
         assets of the LLC;

                  (xxii) to enforce the LLC's rights under the Guarantee
         Agreement and the Subordinated Notes;

                  (xxiii) to maintain the LLC separate and apart from TECO,
         including to cause the LLC to maintain its own and separate books and
         records;

                  (xxiv) to execute all other documents or instruments, perform
         all duties and powers and do all things for and on behalf of the LLC in
         all matters necessary or desirable or incidental to the foregoing; and

                  (xxv) to purchase and maintain on behalf of the LLC insurance
         to protect any Director or Officer against any liability asserted
         against such Director or Officer, or incurred by such Director or
         Officer, arising out of such Director's or Officer's status as such.

         (e) Notwithstanding anything in this Agreement to the contrary, without
the need for consent of any other Person, including the Board of Directors, the
LLC is authorized to purchase the Subordinated Notes and to enter into and
perform the Underwriting Agreement, the Trust Agreement, the Guarantee
Agreement, the Administration Agreement, the Agency Agreement with respect to
the LLC Preferred Securities (and other agreements not inconsistent therewith)
(the "TRANSACTION DOCUMENTS") and any LLC Common Securityholders, Officer or
Director of the LLC may (i) on behalf of the LLC, execute and deliver, and cause
the LLC (A) to perform its obligations under, (B) to satisfy any conditions
required to be satisfied by the LLC as a condition precedent to the
effectiveness of, and (C) to take such other actions as such LLC Common
Securityholders, Officer or Director may deem appropriate with respect to, each
of the Transaction Documents and (ii) cause the LLC to issue LLC Common
Securities and the LLC Preferred Securities on the Closing Date in accordance
with this Agreement. Subject to the provisions of Section 6.2 below, the
expression of any power or authority of the Board of Directors shall not in any
way limit or exclude any other power or authority which is not specifically or
expressly set forth in this Agreement.


                                       15
<PAGE>
         (f) The determination as to any of the following matters, made in good
faith by, or pursuant to, the direction of the Board of Directors consistent
with this Agreement and in the absence of actual receipt of an improper benefit
in money, property or services or active and deliberate dishonesty established
by a court, shall be final and conclusive and shall be binding upon the LLC and
every Securityholder: the amount of the net income of the LLC for any period and
the amount of assets at any time legally available for the payment of dividends,
redemption of the LLC Securities or the payment of other distributions on the
LLC Securities; the amount of paid-in surplus, net assets, other surplus, annual
or other net profit, net assets in excess of capital, undivided profits or
excess of profits over losses on sales of assets; the amount, purpose or time of
creation of any gain or loss on disposition of the LLC's assets; the amount,
purpose, time of creation, increase or decrease, alteration or cancellation of
any reserves or charges and the propriety thereof (whether or not any obligation
or liability for which such reserves or charges shall have been created shall
have been paid or discharged); the fair value, or any sale, bid or asked price
to be applied in determining the fair value, of any asset owned or held by the
LLC; and any matters relating to the acquisition, holding and disposition of any
assets by the LLC.

         (g) The Board of Directors shall cause the LLC to use its available
funds, after satisfaction of the LLC's liabilities and other obligations, for
distributions to Securityholders in accordance with this Agreement.

         Section 6.2 LIMITS ON BOARD OF DIRECTORS' POWERS. Anything in this
Agreement to the contrary notwithstanding, the Board of Directors shall not
cause or permit the LLC to, and the LLC shall not:

         (a) acquire any assets other than the Subordinated Notes and any other
subordinated notes or notes issued by TECO in substitution for all or part of
the Subordinated Notes;

         (b) possess property for other than an LLC purpose;

         (c) admit a Person as a Securityholder, except as expressly provided in
this Agreement;

         (d) engage in any activity that is not consistent with the purposes of
the LLC, as set forth in Section 3.1 of this Agreement; or

         (e) borrow money or enter into repurchase agreements, reverse
repurchase agreements, or other securities lending transactions or take any
action that could reasonably be expected to cause a Tax Event or an Investment
Company Act Event to occur.

         Section 6.3 RELIANCE BY THIRD PARTIES. Persons dealing with the LLC are
entitled to rely conclusively upon the power and authority of the Board of
Directors and of any duly appointed and acting Officers. In dealing with the
Board of Directors or any Officer duly appointed and acting as set forth in this
Agreement or in the Bylaws, no Person shall be required to inquire into the
authority of the Board of Directors or any such Officer to bind the LLC. Persons
dealing with the LLC are entitled to rely conclusively on the power and
authority of the Board of Directors or any Officer duly appointed and acting as
set forth in this Agreement or in the Bylaws.


                                       16
<PAGE>
         Section 6.4 NO MANAGEMENT BY ANY LLC PREFERRED SECURITYHOLDERS. Except
as otherwise expressly provided herein, no LLC Preferred Securityholder, in its
capacity as an LLC Preferred Securityholder, shall take part in the day-to-day
management, operation or control of the business and affairs of the LLC. The LLC
Preferred Securityholders, in their capacity as LLC Preferred Securityholders,
shall not be agents of the LLC and shall not have any right, power or authority
to transact any business in the name of the LLC or to act for or on behalf of or
to bind the LLC.

         Section 6.5 BUSINESS TRANSACTIONS OF THE LLC COMMON SECURITYHOLDER WITH
THE LLC. Subject to Sections 6.1 and 6.2 of this Agreement and applicable law,
an LLC Common Securityholder and any of its Affiliates may hold deposits of, and
enter into business transactions with, the LLC and, subject to applicable law,
shall have the same rights and obligations with respect to any such matter as
Persons who are not an LLC Common Securityholder or Affiliates thereof.

         Section 6.6 OUTSIDE BUSINESSES. Any Director, Officer, Securityholder
or Affiliate thereof 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 LLC, and the LLC and the Securityholders shall
have no rights by virtue of this 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 LLC, shall not be deemed wrongful
or improper. No Director, Officer, Securityholder or Affiliate thereof shall be
obligated to present any particular investment opportunity to the LLC, even if
such opportunity is of a character that, if presented to the LLC, could be taken
by the LLC, and any Director, Officer, Securityholder or Affiliate thereof 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 opportunity.

         Section 6.7 DUTIES OF DIRECTORS. Subject to the provisions contained in
Section 7.3(j) hereof, the Board of Directors shall, in considering any proposed
action or inaction with respect to the Subordinated Notes (including any
substitute therefor) to the fullest extent permitted by law, including Section
18-1101(c) of the Delaware Act, take into account the interest of both the LLC
Preferred Securityholders and TECO, as Securityholder of the LLC Common
Securities. No member of the Board of Directors shall have any liability to any
LLC Preferred Securityholder or the LLC for not voting to take any enforcement
action under the Subordinated Notes in the event of a default by TECO in
performing any of its obligations (including payment obligations) thereunder.

                                  ARTICLE VII
                            LLC COMMON SECURITIES AND
                            LLC PREFERRED SECURITIES

         Section 7.1 LLC COMMON SECURITIES AND LLC PREFERRED SECURITIES.

         (a) The LLC Securities shall be divided into two classes, LLC Common
Securities and LLC Preferred Securities. TECO, as the initial LLC Common
Securityholder, shall be deemed to have been issued 496,000 LLC Common
Securities upon its designation as the LLC Common Securityholder pursuant to
Section 2.2 of this Agreement.


                                       17
<PAGE>
         (b) An LLC Preferred Security shall be represented by the corresponding
LLC Preferred Certificate. LLC Common Securities shall not be evidenced by any
certificate or other written instrument, but shall only be evidenced by this
Agreement.

         (c) In purchasing LLC Preferred Securities, each LLC Preferred
Securityholder agrees with TECO and the LLC that TECO, the LLC, and the LLC
Preferred Securityholders (i) will treat LLC Preferred Securityholders as
holders of the LLC Preferred Securities for all purposes, and not as the holders
of an interest in TECO or in any other Person and (ii) will follow allocations
made by the LLC pursuant to Section 4.4 of this Agreement.

         (d) The LLC Common Securities shall rank junior to the LLC Preferred
Securities as to payment of dividends. Holders of LLC Common Securities will
receive dividends only out of interest payments received by the LLC on the
Subordinated Notes not required to be applied to fund Preferred Dividends with
respect to the LLC Preferred Securities or expenses of the LLC. As long as the
LLC Preferred Securities are outstanding, no dividends or other distributions
(including redemptions and purchases) may be made with respect to LLC Common
Securities unless all accrued and unpaid Preferred Dividends on the LLC
Preferred Securities have been paid. Upon issuance of the LLC Common Securities
as provided in this Agreement, the LLC Common Securities shall be validly
issued, fully paid and nonassessable.

         (e) As long as any LLC Preferred Securities are outstanding, TECO
agrees that it shall continue to own, directly or indirectly, one hundred
percent (100%) of the outstanding LLC Common Securities.

         Section 7.2 GENERAL PROVISIONS REGARDING LLC PREFERRED SECURITIES.

         (a) There are hereby authorized for issuance and sale LLC Preferred
Securities issued in definitive form only in denominations of $25.00 and
integral multiples thereof and having an aggregate initial liquidation
preference of $400,000,000. The specific designation, dividend rate, liquidation
preference, redemption terms, voting rights, exchange limitations and other
powers, preferences and special rights and limitations of the LLC Preferred
Securities are set forth in Section 7.3 hereof.

         The LLC has no power to create and issue additional limited liability
company interests in the LLC in addition to the LLC Common Securities and the
LLC Preferred Securities.

         (b) The LLC Preferred Securities shall rank pari passu with each other
and shall rank senior to all other LLC Securities in respect of the right to
receive dividends, payments of any Redemption Price or other distributions and
the right to receive payments out of the assets of the LLC, upon voluntary or
involuntary dissolution, winding-up or termination of the LLC in accordance with
the provisions hereof. All LLC Preferred Securities redeemed, purchased or
otherwise acquired by the LLC shall be cancelled. The LLC Preferred Securities
shall be issued in registered form only, except as otherwise provided in this
Agreement.

         (c) Neither TECO, the LLC, nor any of their respective Affiliates shall
have the right to vote or give or withhold consent with respect to any LLC
Preferred Security owned by it, directly or indirectly, and, for purposes of any
matter upon which the LLC Preferred Securityholders may vote or give or withhold
consent as provided in this Agreement, LLC



                                       18
<PAGE>
Preferred Securities owned by any of TECO, the LLC or any of their respective
Affiliates shall be treated as if they were not outstanding.

         Section 7.3 LLC PREFERRED SECURITIES.

         (a) DESIGNATION. There shall hereby be designated as a series of
preferred limited liability company interests in the LLC a series identified as
the LLC's "5.11% LLC Preferred Securities", liquidation preference ("LIQUIDATION
PREFERENCE") $25.00 per security, and aggregate Liquidation Preference
$400,000,000 (the "LLC PREFERRED SECURITIES").

         The holders of the LLC Preferred Securities will have no preemptive
rights with respect to any limited liability company interests in the LLC or any
other securities of the LLC convertible into or carrying rights or options to
purchase any such securities. LLC Preferred Securities will not be convertible
into LLC Common Securities or any other class or series of limited liability
company interests in the LLC and will not be subject to any sinking fund or
other obligation of the LLC for its repurchase or retirement. Upon issuance of
the LLC Preferred Securities as provided in this Agreement, the LLC Preferred
Securities shall be validly issued, fully paid and nonassessable.

         (b) PREFERRED DIVIDENDS. Holders of the LLC Preferred Securities shall
be entitled to receive, out of funds held by the LLC to the extent that the LLC
has cash on hand sufficient to permit such payments and funds legally available
therefor, distributions (the "PREFERRED DIVIDENDS") at a rate of 5.11% per annum
(the "PREFERRED RATE") of the Liquidation Preference of the LLC Preferred
Securities. The Preferred Rate shall be adjusted at the time the interest rate
paid on the Subordinated Notes is reset pursuant to Section 205(b) of the
Supplemental Indenture and shall thereafter be equal to the Reset Rate as
defined therein. Preferred Dividends shall be cumulative, and will accumulate
whether or not there are funds of the LLC available for their payment. Preferred
Dividends shall accrue from January 15, 2002 and, except as provided below,
shall be payable quarterly in arrears on January 15, April 15, July 15 and
October 15 of each year, commencing on April 15, 2002, and ending on January 15,
2007. Each such date of payment is a "DIVIDEND PAYMENT DATE" and each period
from and including a Dividend Payment Date, or the date of initial issuance as
applicable, to but not including the next Dividend Payment Date, is a "DIVIDEND
PERIOD"; provided, however, that if any Dividend Payment Date is not a business
day, dividends will be payable on the next business day (and without any
interest or other payment in respect of any such delay) except that, if such
business day is in the next succeeding calendar year, payment of such Preferred
Dividend shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. Preferred Dividends
shall accrue on a daily accrual basis on the basis of a 360-day year of twelve
30-day months. Preferred Dividends in arrears will accumulate and compound
quarterly at the Preferred Rate.

         (c) DEFERRAL OF PAYMENT OF DIVIDENDS. TECO has the right under the
Indenture to defer payments of interest by extending the interest payment period
from time to time on the Subordinated Notes for a period not extending, in the
aggregate, beyond the maturity date of the Subordinated Notes (each, an
"EXTENSION PERIOD"). During any such Extension Period, no interest shall be due
and payable on the Subordinated Notes and, as a consequence of such deferral,
distributions on the Preferred Dividends will also be deferred. Despite such
deferral,


                                       19
<PAGE>
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
LLC Preferred Securityholders as they appear on the books and records of the LLC
on the record date applicable to the Dividend Payment 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 Subordinated
Notes and shall end on a Dividend Payment Date.

         (d) RANKING AND LIQUIDATION PREFERENCE. The LLC Preferred Securities
will rank senior to the LLC Common Securities as to payment of dividends.

         If full dividends on the LLC Preferred Securities are paid on any
Dividend Payment Date and, after giving effect to such payment, the LLC has
additional funds available for the payment of dividends, the LLC, in its
discretion, may apply such additional funds to pay dividends on the LLC Common
Securities.

         Subject to the first sentence of Section 14.5, in the event of any
voluntary or involuntary dissolution, liquidation or winding up of the LLC,
after satisfaction of liabilities to creditors, if any, but before any
liquidating distribution is made to holders of the LLC Common Securities,
holders of the LLC Preferred Securities will be entitled to receive out of the
assets of the LLC available for distribution in liquidation, liquidating
distributions in respect of the LLC Preferred Securities equal to the
"LIQUIDATION PREFERENCE CLAIM AMOUNT." The Liquidation Preference Claim Amount,
for each $25.00 Liquidation Preference of LLC Preferred Securities, is equal to:
(i) $25.00, plus (ii) unpaid Preferred Dividends thereon with respect to the
current Dividend Period accrued on a daily basis through the date of
liquidation, plus (iii) accrued and unpaid Preferred Dividends, if any, for any
prior Dividend Period. After the holders of the LLC Preferred Securities have
received the Liquidation Preference Claim Amount with respect to such
Securities, holders of the LLC Common Securities will be entitled to share
equally and ratably in any remaining assets of the LLC.

         (e) VOTING RIGHTS. Notwithstanding anything elsewhere in this Agreement
to the contrary, if (i) an Indenture Event of Default occurs and is continuing;
or (ii) TECO is in default on any of its payment or other obligations under the
Guarantee, then the holders of the LLC Preferred Securities will be entitled, by
a vote of the majority of the aggregate stated liquidation preference of
outstanding LLC Preferred Securities, to appoint and authorize a special
representative of the LLC and the holders of the LLC Preferred Securities (the
"SPECIAL REPRESENTATIVE") to enforce the LLC's rights under the Subordinated
Notes and the Indenture, and to enforce the obligations of TECO under the
Guarantee. If a Special Representative has been appointed, the Special
Representative shall have the exclusive right to enforce, or direct the
enforcement of, the LLC's rights under the Subordinated Notes and the Indenture.
In furtherance of the foregoing, and without limiting the powers of any Special
Representative so appointed and for the avoidance of any doubt concerning the
powers of the Special Representative, any Special Representative, in its own
name, in the name of the LLC, in the name of the holders of the LLC Preferred
Securities or otherwise, may, to the fullest extent permitted by law, institute
or cause to be instituted, any proceedings, including, without limitation, any
suit in equity, an action at law



                                       20
<PAGE>
or other judicial or administrative proceeding, to enforce the LLC's or the
holders of the LLC Preferred Securities' rights directly against TECO
(including, without limitation, the LLC's rights under the Indenture or as a
holder or beneficial owner of the Subordinated Notes), or any other obligor in
connection with such obligations on behalf of the LLC or the holders of the LLC
Preferred Securities, and may prosecute such proceeding to final judgment or
decree, including any appeals thereof, and enforce the same against TECO or any
other obligor in connection with such obligations and collect, out of the
property, wherever situated, of TECO or any such other obligor upon such
obligations, the monies adjudged or decreed to be payable in the manner provided
by law.

         (f) WITHDRAWAL; REDEPOSIT OF LLC PREFERRED SECURITIES. Pursuant to, and
under the circumstances and conditions stated in, the Trust Agreement, any
beneficial owner of the Trust Preferred Securities may withdraw all, but not
less than all, of the LLC Preferred Securities represented by such owner's
corresponding Trust Preferred Securities by providing a written notice to the
Trustee, with evidence of ownership in form satisfactory to the Trustee.

         Within a reasonable period after such request has been properly made,
(i) the Trustee shall reduce the amount of LLC Preferred Securities represented
by the LLC Preferred Certificate held by the Trust, by the amount (by
Liquidation Preference) of LLC Preferred Securities to be so withdrawn by the
withdrawing Securityholder, and (ii) the LLC shall issue to the withdrawing
Securityholder an LLC Preferred Security Certificate, representing the amount
(by Liquidation Preference) of LLC Preferred Securities so withdrawn and cause
the registration of such transfer in the Securities Register. It is expected
that withdrawn LLC Preferred Securities will be issued only in definitive fully
registered form.

         Any holder of LLC Preferred Securities may redeposit withdrawn LLC
Preferred Securities by delivery to the Trustee of a certificate or certificates
for the LLC Preferred Securities to be deposited, properly endorsed or
accompanied, if required by the Trustee, by a properly executed instrument of
transfer of endorsement in form satisfactory to the Trustee and in compliance
with the terms of this Agreement, together with all such certifications as may
be required by the Trustee in its sole discretion and in accordance with the
provisions of the Trust Agreement. Within a reasonable period after such deposit
is properly made, the LLC shall cancel the LLC Preferred Securities so deposited
and instruct the Trustee to increase the number of LLC Preferred Securities
represented by the permanent global certificate and the LLC shall instruct the
Trust Preferred Depositary to increase the number of Trust Preferred Securities
represented by the permanent global certificate held by the Trust Preferred
Depositary accordingly.

         (g) REDEMPTION. The LLC Preferred Securities are not redeemable at the
option of the holders of LLC Preferred Securities at any time. The LLC Preferred
Securities may be redeemed only in whole and are not redeemable by the LLC prior
to the stated maturity of the Subordinated Notes, except upon the occurrence of
a Tax Event or an Investment Company Act Event as provided below.

                  On the Subordinated Note Redemption Date, the LLC will be
required to redeem the LLC Securities at the Redemption Price. Notice of
redemption shall be given by the LLC by first-class mail, postage prepaid,
mailed not less than 35 nor more than 60 days prior to the


                                       21
<PAGE>
Redemption Date to each holder of LLC Securities to be redeemed. All notices of
redemption shall state: (i) the Redemption Date; (ii) the Redemption Price; and
(iii) that on the Redemption Date the Redemption Price will become due and
payable upon each such LLC Security to be redeemed and that distributions
thereon will cease to accrue on and after said date.

         The LLC Securities redeemed on the Redemption Date shall be redeemed at
the Redemption Price with the proceeds from the contemporaneous redemption of
Subordinated Notes. Redemptions of the LLC Securities shall be made and the
Redemption Price shall be payable on the Redemption Date only to the extent that
the LLC has funds then on hand and available for the payment of such Redemption
Price. Notwithstanding any provision herein to the contrary, the LLC Preferred
Securities shall rank senior to the LLC Common Securities in respect of the
right to receive payment of any Redemption Price.

         If the LLC gives a notice of redemption in respect of any LLC Preferred
Securities, then, by 12:00 noon, New York City time, on the Redemption Date, the
LLC will irrevocably deposit with the Property Trustee for the Trust funds
sufficient to pay the applicable Redemption Price of the LLC Preferred
Securities represented by the LLC Preferred Certificate held by the Trust. The
LLC will irrevocably deposit with a paying agent funds sufficient to pay the
applicable Redemption Price on LLC Preferred Securities, if any, not represented
by the LLC Preferred Certificate held by the Trust and will give the paying
agent irrevocable instructions and authority to pay the Redemption Price to the
holders thereof upon surrender of their LLC Preferred Securities Certificates.
Notwithstanding the foregoing, Preferred Dividends payable on or prior to the
Redemption Date for the LLC Preferred Securities called for redemption shall be
payable to the holders of such Securities as they appear on the Securities
Register for the LLC Preferred Securities on the relevant record dates for the
related Dividend Payment Dates. If notice of redemption shall have been given
and funds deposited as required, then immediately prior to the close of business
on the date of such deposit, all rights of Securityholders holding LLC
Securities so called for redemption will cease, except the right of such
Securityholders to receive the Redemption Price and any Dividend payable on or
prior to the Redemption Date, but without interest, and such LLC Securities will
cease to be outstanding. In the event that any date on which any Redemption
Price is payable is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day falls in the next calendar year, such payment
will be made on the immediately preceding Business Day, in each case, with the
same force and effect as if made on such date. If payment of the Redemption
Price in respect of any LLC Preferred Securities called for redemption is
improperly withheld or refused and not paid either by the LLC or by TECO
pursuant to the Guarantee, Preferred Dividends on such LLC Preferred Securities
will continue to accrue, at the then applicable rate, from the Redemption Date
originally established by the LLC for such LLC Preferred Securities to the date
such Redemption Price is actually paid, in which case the actual payment date
will be the date fixed for redemption for purposes of calculating the Redemption
Price.

         Payment of the Redemption Price on the LLC Preferred Securities shall
be made to the recordholders thereof as they appear on the Securities Register
for the LLC Preferred Securities on the relevant record date, which shall be
fifteen calendar days prior to the relevant Redemption Date.


                                       22
<PAGE>
         The LLC will also have the right upon the occurrence of a Tax Event or
an Investment Company Act Event, and on not less than 35 or more than 60 days'
notice by mail, to redeem LLC Preferred Securities at a redemption price per
security equal to the Redemption Price.

         Notwithstanding the foregoing, the LLC Preferred Securities will not be
subject to any sinking fund or mandatory redemption.

         Any LLC Preferred Securities redeemed shall be canceled. There shall be
no prescription period in respect of uncollected dividends on the LLC Preferred
Securities.

         (h) REMARKETING. If a distribution of the LLC Preferred Securities upon
the liquidation and dissolution of the Trust occurs prior to the Remarketing,
the LLC Preferred Securities shall be remarketed in accordance with the
Remarketing procedures of the Trust Agreement where all references in the
Remarketing procedures to Trust Preferred Securities shall be read as references
to the LLC Preferred Securities, unless the context requires otherwise. Until
such a distribution occurs, or if such distribution occurs after the
Remarketing, this Section 7.3(h) will have no effect.

         (i) RIGHTS OF HOLDERS OF TRUST PREFERRED SECURITIES UNDER THE LLC
PREFERRED SECURITIES. To the fullest extent permitted by law, without the need
for any other action of any Person, including the Trustee and any other holder
of the Trust Preferred Securities, each holder of the Trust Preferred Securities
shall be entitled to enforce in the name of the Trust the Trust's rights under
the LLC Preferred Securities represented by the Trust Preferred Securities held
by such holder.

         (j) SUBORDINATION OF LLC COMMON SECURITIES. If on any Dividend Payment
Date or Redemption Date any Event of Default resulting from an Indenture Event
of Default shall have occurred and be continuing, no payment of any Dividend on,
or Redemption Price of, any LLC Common Security, and no other payment on account
of the redemption, liquidation or other acquisition of LLC Common Securities,
shall be made unless payment in full in cash of all accumulated and unpaid
Preferred Dividends on all outstanding LLC Preferred Securities for all Dividend
Periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all outstanding LLC
Preferred Securities, shall have been made or provided for, and all funds
immediately available to the LLC shall first be applied to the payment in full
in cash of all Preferred Dividends on, or the Redemption Price of, Preferred
Securities then due and payable. In the case of the occurrence of any Event of
Default resulting from any Indenture Event of Default, the holders of LLC Common
Securities will be deemed to have waived any right to act with respect to any
such Event of Default under this Agreement until the effect of all such Events
of Default with respect to the LLC Preferred Securities shall have been cured,
waived or otherwise eliminated. Until any such Event of Default under this
Agreement with respect to the LLC Preferred Securities shall have been so cured,
waived or otherwise eliminated, the Board of Directors shall act solely on
behalf of the holders of the LLC Preferred Securities and not the holders of the
LLC Common Securities, and only the holders of the LLC Preferred Securities will
have the right to direct the Board of Directors to act on their behalf.


                                       23
<PAGE>
                                  ARTICLE VIII
                               VOTING AND MEETINGS

         Section 8.1 VOTING RIGHTS OF LLC PREFERRED SECURITYHOLDERS.

         (a) Except as shall be otherwise expressly provided herein, in the
Bylaws, or as otherwise required by the Delaware Act, the LLC Preferred
Securityholders shall have no right or power to vote on any question or matter
or in any proceeding or to be represented at, or to receive notice of, any
meeting of Securityholders.

         (b) For so long as any LLC Preferred Securities remain Outstanding, if,
upon a Subordinated Note Event of Default, the Indenture Trustee fails or the
holders of not less than 25% in aggregate principal amount of the outstanding
Subordinated Notes fail to declare the principal of all of the Subordinated
Notes to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Preference of the LLC 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
Subordinated Notes shall become immediately due and payable; provided that the
payment of principal and interest on such Subordinated Notes shall remain
subordinated to the extent provided in the Indenture. At any time after such a
declaration of acceleration with respect to the Subordinated 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 Preference of the LLC Preferred Securities, by written notice to
Registrar, 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 Subordinated Notes,

                           (B) the principal of (and premium, if any, on) any
                  Subordinated Notes which have become due otherwise than by
                  such declaration of acceleration and interest thereon at the
                  rate borne by the Subordinated 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 Subordinated
         Notes, other than the non-payment of the principal of the Subordinated
         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 Preference of the
LLC Preferred Securities may, on behalf of the holders of all the LLC 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



                                       24
<PAGE>
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 Subordinated Note. No such waiver or rescission shall
affect any subsequent default or impair any right consequent thereon. Upon
receipt by the Registrar of written notice declaring such an acceleration, or
rescission and annulment thereof, by holders of the LLC Preferred Securities all
or part of which is represented by Book-Entry LLC Preferred Securities
Certificates, a record date shall be established for determining holders of
outstanding LLC Preferred Securities entitled to join in such notice, which
record date shall be at the close of business on the day the Registrar 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 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 8.1(b).

         (c) For so long as any LLC Preferred Securities remain Outstanding, to
the fullest extent permitted by law and subject to the terms of this Agreement
and the Indenture, upon a Subordinated Note Event of Default specified in
Section 501(1) or 501(2) of the Indenture, any holder of LLC 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 Subordinated Notes having a principal amount
equal to the Liquidation Preference of the LLC 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 LLC Preferred Securities to the
extent of any payment made by TECO to such holder of LLC Preferred Securities as
a result of such Direct Action.

         (d) Notwithstanding that Securityholders holding LLC Preferred
Securities are entitled to vote or consent under any of the circumstances
described in this Agreement or the Bylaws, any of the LLC Preferred Securities
that are owned by TECO, the LLC Common Securityholder, the LLC or any of their
respective Affiliates, either directly or indirectly, shall not be entitled to
vote or consent and shall, for the purposes of such vote or consent, be treated
as if they were not outstanding.

         Section 8.2 VOTING RIGHTS OF LLC COMMON SECURITYHOLDERS. Except as
otherwise provided herein and subject to the limited rights of holders of the
LLC Preferred Securities, and except as otherwise provided by the Delaware Act,
all voting rights of the Securityholders shall be vested in the LLC Common
Securityholders. The LLC Common Securities shall entitle the LLC Common
Securityholders to vote in proportion to the stated amounts represented by their
LLC Common Securities.




                                       25
<PAGE>
         Section 8.3 MEETINGS OF THE SECURITYHOLDERS.

         (a) Meetings of the Securityholders of any class or of all classes of
Securities may be called at any time by the Board of Directors or as provided by
this Agreement or the Bylaws. Except to the extent otherwise provided, the
following provisions shall apply to meetings of Securityholders.

         (b) Securityholders may vote in person or by proxy at such meeting.
Whenever a vote, consent or approval of Securityholders is permitted or required
under this Agreement, such vote, consent or approval may be given at a meeting
of Securityholders or by written consent.

         (c) Each Securityholder may authorize any Person to act for it by proxy
on all matters in which a Securityholder is entitled to participate, including
waiving notice of any meeting or voting or participating at a meeting. Every
proxy must be signed by the Securityholder or its attorney-in-fact. Every proxy
shall be revocable at the pleasure of the Securityholder executing it at any
time before it is voted.

         (d) Each meeting of Securityholders shall be conducted by the Board of
Directors or by such other Person as the Board of Directors may designate.

         (e) Any required approval of LLC Preferred Securityholders may be given
at a separate meeting of such LLC Preferred Securityholders convened for such
purpose or at a meeting of Securityholders of the LLC or pursuant to written
consent. The Board of Directors shall cause a notice of any meeting at which LLC
Preferred Securityholders holding Preferred Securities are entitled to vote
pursuant to Section 7.3, or of any matter upon which action may be taken by
written consent of such LLC Preferred Securityholders, to be mailed to each
holder of record of the LLC Preferred Securities. Each such notice shall include
a statement setting forth (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any action proposed to be taken at
such meeting on which such LLC Preferred Securityholders are entitled to vote or
of such matters upon which written consent is sought and (iii) instructions for
the delivery of proxies or consents.

         (f) Subject to Section 7.3(e) and Section 8.3(e) of this Agreement, the
Board of Directors, in their sole discretion, shall establish all other
provisions relating to meetings of Securityholders, including notice of the
time, place or purpose of any meeting at which any matter is to be voted on by
any Securityholders, waiver of any such notice, action by consent without a
meeting, the establishment of a record date, quorum requirements, voting in
person or by proxy or any other matter with respect to the exercise of any such
right to vote.


                                       26
<PAGE>
                                   ARTICLE IX
                                    DIVIDENDS

         Section 9.1 DIVIDENDS.

         (a) Subject to the terms of this Article 9 and the provisions of the
Delaware Act: (i) LLC Preferred Securityholders shall receive periodic
distributions ("DIVIDENDS") in accordance with Article 7 of this Agreement, out
of funds held by the LLC to the extent that the LLC has cash on hand sufficient
to permit such distributions, and (ii) subject to the rights of the LLC
Preferred Securityholders as set forth in Article 7, LLC Common Securityholders
shall receive Dividends when, as and if declared by the Board of Directors, in
its discretion.

         (b) A Securityholder shall not be entitled to receive any Dividend or
other distribution with respect to any Dividend Payment Date (and any such
Dividend or other distribution shall not be considered due and payable),
irrespective of whether such Dividend or other distribution is payable
automatically or has been declared by the Directors, until such time as the LLC
shall have funds legally available for the payment of such dividend to such
Securityholder pursuant to the terms of this Agreement and the Delaware Act, and
notwithstanding any provision of Section 18-606 of the Delaware Act to the
contrary, until such time, a Securityholder shall not have the status of a
creditor of the LLC, or the remedies available to a creditor of the LLC.

         Section 9.2 LIMITATIONS ON DISTRIBUTIONS. Notwithstanding any provision
to the contrary contained in this Agreement, the LLC shall not make a
distribution (including a Dividend or redemption payment) to any Securityholder
on account of an LLC Security if such distribution would violate Section 18-607
of the Delaware Act or other applicable law.

         Section 9.3 PAYMENT. The LLC will make payments in respect of the LLC
Preferred Securities, at its election, by check or by crediting the account of
the Trustee and the other holders of the LLC Preferred Securities on any
Dividend Payment Date or other distribution date.

                                   ARTICLE X
                                BOOKS AND RECORDS

         Section 10.1 LLC BOOKS AND RECORDS. The LLC shall maintain its books
and records separate and apart from the books and records of TECO.

         Section 10.2 LIMITATION ON ACCESS TO RECORDS. Each Securityholder has
the right, subject to this Agreement and to reasonable standards established by
the Board of Directors to obtain from the LLC from time to time upon reasonable
request for any purpose reasonably related to such Securityholder's interest as
a member in the LLC, information regarding the affairs of the LLC.
Notwithstanding any provision of this Agreement, the Board of Directors may, to
the maximum extent permitted by law, keep, or cause to be kept, confidential
from the LLC Preferred Securityholders, for such period of time as the Board of
Directors deems reasonable, any information the disclosure of which the Board of
Directors reasonably believes to be in the nature of trade secrets or other
information the disclosure of which the Board of Directors in good faith believe
is not in the best interest of the LLC or could damage the LLC or


                                       27
<PAGE>
its business or which the LLC or the Board of Directors are required by law or
by an agreement with any Person to keep confidential.

         Section 10.3 ACCOUNTING METHOD. For both financial and tax reporting
purposes and for purposes of determining profits and losses, the books and
records of the LLC shall be kept on the accrual method of accounting applied in
a consistent manner and shall reflect all LLC transactions and be appropriate
and adequate for the LLC's business.

                                   ARTICLE XI
                                   TAX MATTERS

         Section 11.1 LLC TAX RETURNS.

         (a) The LLC Common Securityholder is hereby designated as the LLC's
"TAX MATTERS PARTNER" under Section 6231(a)(7) of the Code and shall have all
the powers and responsibilities of such position as provided in the Code. The
Tax Matters Partner is specifically directed and authorized to take whatever
steps TECO, in its discretion, deems necessary or desirable to perfect such
designation, including filing any forms or documents with the Internal Revenue
Service and taking such other action as may from time to time be required under
the Treasury Regulations. Expenses incurred by the Tax Matters Partner in its
capacity as such shall be borne by the LLC.

         (b) The Tax Matters Partner shall cause to be prepared and timely filed
all tax returns required to be filed for the LLC. The Tax Matters Partner may,
in its discretion, cause the LLC to make or refrain from making any federal,
state or local income or other tax elections for the LLC that it deems necessary
or advisable, including, without limitation, any election under Section 754 of
the Code or any successor provision.

         Section 11.2 TAX REPORTS. The Tax Matters Partner shall, as promptly as
practicable and in any event within 90 days of the end of each Fiscal Year,
cause to be prepared and mailed by the LLC to each LLC Preferred Securityholder
of record Internal Revenue Service Schedule K-1 and any other forms that are
necessary or advisable in order to permit the Securityholders to comply with
U.S. federal and any other income tax requirements.

         Section 11.3 TAXATION AS A PARTNERSHIP. The LLC shall take any
necessary steps to be treated as a partnership for U.S. federal income tax
purposes and shall not file any election to be treated as anything other than a
partnership for such purposes.

         Section 11.4 TAXATION OF SECURITYHOLDERS. As provided in Section
4.4(a), net profits shall be allocated to the LLC Preferred Securityholders on a
daily accrual basis. The Securityholders intend that allocations of income and
loss for U.S. federal income tax purposes be consistent with the economic
allocations of income under this Agreement.

                                   ARTICLE XII
                                    EXPENSES

         Section 12.1 EXPENSES. TECO shall be responsible for all LLC charges
and expenses including, without limitation:


                                       28
<PAGE>
         (a) all costs and expenses related to the business of the LLC and all
routine administrative expenses of the LLC, including the maintenance of books
and records of the LLC, the preparation and dispatch to the Securityholders of
checks, financial reports, tax returns and notices required pursuant to this
Agreement and the holding of any meetings of the Securityholders;

         (b) all expenses incurred in connection with any litigation involving
the LLC (including the cost of any investigation and preparation) and the amount
of any judgment or settlement paid in connection therewith (other than expenses
incurred by any Director in connection with any litigation brought by or on
behalf of any Securityholder against such Director);

         (c) all expenses for indemnity or contribution payable by the LLC to
any Person;

         (d) all expenses incurred in connection with the collection of amounts
due to the LLC from any Person;

         (e) all expenses incurred in connection with the preparation of
amendments or restatements to this Agreement; and

         (f) all expenses incurred in connection with the dissolution,
winding-up or termination of the LLC.

         Notwithstanding the foregoing, if, at the request of a holder of LLC
Preferred Securities or other Person, the LLC incurs fees, charges or expenses,
for which it is not otherwise liable under this Agreement, such holder or other
Person will be liable for such fees, charges and expenses.

                                  ARTICLE XIII
                   TRANSFERS OF SECURITIES BY SECURITYHOLDERS
                               AND RELATED MATTERS

         Section 13.1 RIGHT OF ASSIGNEE TO BECOME AN LLC PREFERRED
SECURITYHOLDER. An assignee of LLC Preferred Securities shall become an LLC
Preferred Securityholder upon compliance with the provisions of Section 13.5 of
this Agreement.

         Section 13.2 EVENTS OF CESSATION OF SECURITY OWNERSHIP. A Person shall
cease to be a Securityholder upon the lawful assignment of all of its LLC
Securities (including by any redemption or other repurchase by the LLC) or as
otherwise provided herein.

         Section 13.3 PERSONS DEEMED LLC PREFERRED SECURITYHOLDERS. The LLC may
treat the Person in whose name any LLC Preferred Certificate shall be registered
on the books and records of the LLC as the sole holder of such LLC Preferred
Certificate and of the LLC Preferred Securities represented by such LLC
Preferred Certificate for purposes of receiving dividends or other distributions
and for all other purposes whatsoever and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such LLC Preferred
Certificate or in the LLC Preferred Securities represented by such LLC Preferred
Certificate on the part of any other Person, whether or not the LLC shall have
actual or other notice thereof. Notwithstanding the



                                       29
<PAGE>
foregoing or anything to the contrary herein, the LLC agrees that at any time
that the Trust shall be a holder of any LLC Preferred Securities, each holder of
a preferred certificate issued by the Trust shall, upon presentation to the LLC
or the Registrar of reasonable evidence thereof, have the right to the fullest
extent permitted by law and without the need for any other action of any other
Person, including the Trustee under the Trust and any other holder of any other
of such preferred certificates, (a) to enforce in the name of the Trust the
Trust's rights under the LLC Preferred Securities represented by the preferred
certificates of such holder and (b) to withdraw from the Trust upon written
notice to such Trustee and the LLC and hold directly the underlying LLC
Preferred Securities represented by such preferred certificates.

         Section 13.4 THE LLC PREFERRED CERTIFICATES. LLC Preferred Certificates
shall be in denominations of $25.00 or multiples thereof. Each LLC Preferred
Certificate shall be signed, manually or by facsimile by the President, any
Vice-President or the Secretary of the LLC. LLC Preferred Certificates, other
than LLC Preferred Certificates held by the Trust, shall also be manually signed
by the Registrar. LLC Preferred Certificates bearing the signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the LLC shall be validly issued notwithstanding
that such individuals or any of them shall have ceased to be so authorized prior
to the delivery of such LLC Preferred Certificates or did not hold such offices
at the date of delivery of such LLC Preferred Certificates. A transferee of an
LLC Preferred Certificate shall become a Securityholder, upon due registration
of such LLC Preferred Certificate in such transferee's name pursuant to Section
13.5.

         Section 13.5 TRANSFER OF LLC PREFERRED CERTIFICATES.

         (a) The Board of Directors shall provide for the registration and
transfer of LLC Preferred Certificates in a record thereof (each a "SECURITIES
REGISTER") and shall appoint a securities registrar and transfer agent (the
"REGISTRAR") to act on its behalf, or may act as its own Registrar; provided,
however, that without any action on the part of the Board of Directors being
necessary, The Bank of New York, or any of its Affiliates, may be appointed as
the initial Registrar by any officer of the LLC. Subject to the other provisions
of this Article 13, upon surrender for registration of transfer of any LLC
Preferred Certificate, the Board of Directors shall cause one or more new LLC
Preferred Certificates to be issued in the name of the designated transferee or
transferees. Every LLC Preferred Certificate surrendered for registration of
transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Board of Directors duly executed by the LLC Preferred
Securityholder or his or her attorney duly authorized in writing. Any
registration of transfer shall be effected upon the Registrar being satisfied
with the documents of title and identity of the Person making the request, upon
the receipt by the Registrar of any applicable certificate relating to transfer
restrictions as described below, and subject to such reasonable regulations as
the LLC may from time to time establish. Each LLC Preferred Certificate
surrendered for registration of transfer shall be canceled by the Registrar. A
transferee of an LLC Preferred Certificate shall be admitted to the LLC, as an
LLC Preferred Securityholder and shall be entitled to the rights and subject to
the obligations of an LLC Preferred Securityholder hereunder upon receipt by
such transferee of an LLC Preferred Certificate. By acceptance of an LLC
Preferred Certificate, each transferee shall be bound by this Agreement. The
transferor of an LLC Preferred Certificate, in whole, shall cease to be an LLC
Preferred Securityholder at the time that the transferee of such


                                       30
<PAGE>
LLC Preferred Certificate is admitted to the LLC as an LLC Preferred
Securityholder in accordance with this Section 13.5.

         (b) Upon surrender for registration of transfer of any LLC Preferred
Certificate at the office or agency of the LLC or the Registrar maintained for
that purpose, subject to Section 13.6, the LLC shall deliver or cause to be
delivered to the Registrar in a form duly executed on behalf of the LLC in the
manner provided for in Section 13.4(a), and the Registrar shall countersign in
the manner provided in and to the extent required by Section 13.4(a) and
deliver, in the name of the designated transferee or transferees, one or more
new LLC Preferred Certificates in authorized denominations of a like aggregate
liquidation preference dated the date of execution by such Registrar.

         The Registrar shall not be required, (i) to issue, register the
transfer of or exchange any LLC Preferred Security during a period beginning at
the opening of business 15 days before the day of selection for redemption of
such LLC Preferred Securities and ending at the close of business on the day of
mailing of the notice of redemption, or (ii) to register the transfer of or
exchange any LLC Preferred Security so selected for redemption in whole or in
part, except, in the case of any such LLC Preferred Security to be redeemed in
part, any portion thereof not to be redeemed.

         No service charge shall be made for any registration of transfer or
exchange of LLC Preferred Certificates, but the 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 LLC Preferred Certificates.

         (c) An LLC Preferred Certificate may be transferred after the Exchange
Date as provided in Section 13.5(a), in whole or in part, to a Person who takes
delivery, in the form of another LLC Preferred Certificate.

         Section 13.6 MUTILATED, DESTROYED, LOST OR STOLEN LLC PREFERRED
CERTIFICATES.
         If (a) any mutilated LLC Preferred Certificate shall be surrendered to
the Registrar, or if the Registrar shall receive evidence to its satisfaction of
the destruction, loss or theft of any LLC Preferred Certificate, and (b) there
shall be delivered to the Registrar and the LLC such security or indemnity as
may be required by them to save each of them harmless, then in the absence of
notice that such LLC Preferred Certificate shall have been acquired by a
protected purchaser, the LLC shall sign, the Registrar shall countersign to the
extent required under Section 13.5(a), and the LLC and the Registrar shall make
available for delivery (all in the manner provided for in Section 13.5), in
exchange for or in lieu of any mutilated, destroyed, lost or stolen LLC
Preferred Certificate, a new LLC Preferred Certificate of like class, tenor and
denomination. In connection with the issuance of any new LLC Preferred
Certificate under this Section 13.6, the LLC or the 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 LLC Preferred Certificate
issued pursuant to this Section shall constitute conclusive evidence of a
limited liability company interest in the LLC corresponding to that evidenced by
the lost, stolen or destroyed LLC Preferred Certificate, as if originally
issued, whether or not the lost, stolen or destroyed LLC Preferred Certificate
shall be found at any time.




                                       31
<PAGE>
         Section 13.7 BOOK-ENTRY LLC PREFERRED CERTIFICATES.

         Upon the distribution of the LLC Preferred Securities to the holders of
the Trust Preferred Securities in accordance with the provisions of the Trust
Agreement, the LLC Preferred Certificates will be issued in the form of a
typewritten LLC Preferred Certificate or Certificates representing Book-Entry
LLC Preferred Certificates and delivered to the Clearing Agency and registered
on the Securities Register in the name of the nominee of the Clearing Agency,
and no beneficial owner will receive a Definitive LLC Preferred Certificate
representing such beneficial owner's interest in such LLC Preferred Securities,
except as provided in Section 13.9. Thereafter, unless and until Definitive LLC
Preferred Certificates have been issued to beneficial owners pursuant to Section
13.9:

         (a) the provisions of this Section 13.7 shall be in full force and
effect;

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

         (c) to the extent that the provisions of this Section 13.7 conflict
with any other provisions of this Agreement, the provisions of this Section 13.7
shall control; and

         (d) the rights of the Owners of the Book-Entry LLC Preferred
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 LLC Preferred
Certificates are issued pursuant to Section 13.9, the initial Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments on the LLC Preferred Securities to such Clearing
Agency Participants.

         Section 13.8 NOTICES TO CLEARING AGENCY.

         To the extent that a notice or other communication to the Owners is
required under this Agreement, from and after the date on which LLC Preferred
Certificates shall have been delivered to a Clearing Agency, unless and until
Definitive LLC Preferred Certificates shall have been issued to Owners pursuant
to Section 13.9, the LLC 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 13.9 DEFINITIVE LLC PREFERRED CERTIFICATES.

         If (a) the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the LLC Preferred Certificates,
and the LLC is unable to locate a qualified successor, (b) the LLC elects to
terminate the book-entry system through the Clearing Agency or (c) after the
occurrence of a Subordinated Note Event of Default, Owners of LLC Preferred
Certificates representing beneficial ownership interests aggregating at least a
majority



                                       32
<PAGE>
of the Liquidation Amount advise the LLC 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 LLC Preferred Certificates, then the LLC shall notify the
Clearing Agency and the Clearing Agency shall notify all Owners of LLC Preferred
Certificates of the occurrence of any such event and of the availability of the
Definitive LLC Preferred Certificates to Owners requesting the same. Upon
surrender to the Registrar of the typewritten LLC Preferred Certificate or
Certificates representing the Book-Entry LLC Preferred Certificates by the
Clearing Agency, accompanied by registration instructions, the LLC shall execute
the Definitive LLC Preferred Certificates in accordance with the instructions of
the Clearing Agency. Neither the Registrar nor the LLC 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
LLC Preferred Certificates, the LLC and the Registrar shall recognize the
holders of the Definitive LLC Preferred Certificates as Securityholders. The
Definitive LLC Preferred Certificates shall be printed, lithographed or engraved
or may be produced in any other manner as is reasonably acceptable to the LLC,
as evidenced by the execution thereof by the LLC.

                                  ARTICLE XIV
                    DISSOLUTION, LIQUIDATION AND TERMINATION

         Section 14.1 NO DISSOLUTION. The LLC shall not be dissolved by the
admission of Securityholders. The death, insanity, retirement, resignation,
expulsion, bankruptcy or dissolution of a Securityholder, or the occurrence of
any other event which terminates the continued membership of a Securityholder in
the LLC, shall not in and of itself cause the LLC to be dissolved and its
affairs wound up. Upon the occurrence of any such event, the business of the LLC
shall be continued without dissolution. The Bankruptcy of a Securityholder shall
not cause a Securityholder to cease to be a member of the LLC.

         Section 14.2 EVENTS CAUSING DISSOLUTION. The LLC shall be dissolved and
its affairs shall be wound up in accordance with the Delaware Act if any of the
following events occur:

         (a) a decree or order by a court of competent jurisdiction shall have
been entered adjudging the LLC a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of the LLC under any applicable federal or state bankruptcy or similar law, and
such decree or order shall have continued undischarged and unstayed for a period
of 90 days; or a decree or order of a court having jurisdiction in the premises
for the appointment of a receiver, liquidator, trustee, assignee, sequestrator
or similar official in bankruptcy or insolvency of the LLC or of all or
substantially all of its property, or for the winding up or liquidation of its
affairs, shall have been entered, and such decree or order shall have continued
undischarged and unstayed for a period of 90 days or the LLC shall institute
proceedings to be adjudicated a voluntary bankrupt, or shall consent to the
filing of a bankruptcy proceeding against it, or shall file a petition or answer
or consent seeking reorganization, arrangement, adjustment or composition under
any applicable federal or state bankruptcy or similar law, or shall consent to
the filing of any such petition, or shall consent to the appointment of a
receiver, liquidator, trustee, assignee, sequestrator or similar official in
bankruptcy or insolvency of the LLC or of all or substantially all of its
property, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they


                                       33
<PAGE>
become due and its willingness to be adjudged a bankrupt, or limited liability
company action shall be taken by the LLC in furtherance of any of the aforesaid
purposes;

         (b) TECO is liquidated;

         (c) the entry of a decree of judicial dissolution of the LLC under
Section 18-802 of the Delaware Act;

         (d) TECO's written direction, as holder of the LLC Common Securities,
to the Board of Directors at any time (which direction is optional and wholly
within the discretion of TECO) to dissolve the LLC and distribute the
Subordinated Notes to the holders of the LLC Preferred Securities; or

         (e) the redemption of all of the LLC Securities.

         Notwithstanding the foregoing, the LLC shall not be dissolved until all
claims under the Guarantee Agreement shall have been paid in full pursuant to
its terms, to the fullest extent permitted by law.

         Section 14.3 NOTICE OF DISSOLUTION. Upon the dissolution of the LLC,
the Board of Directors shall promptly notify the Securityholders of such
dissolution.

         Section 14.4 LIQUIDATION. Upon dissolution of the LLC, the Board of
Directors or, in the event that the dissolution is caused by an event described
in Sections 14.2(b) or (c) of this Agreement and there are no Directors, a
Person or Persons who may be approved by the LLC Preferred Securityholders
holding not less than a majority in liquidation amount, as liquidating trustees,
shall immediately commence to wind up the LLC's affairs; provided, however, that
a reasonable time shall be allowed for the orderly liquidation of the assets of
the LLC and the satisfaction of liabilities to creditors so as to minimize the
losses attendant upon a liquidation. The proceeds of liquidation shall be
distributed, as realized, in the manner provided in Section 18-804 of the
Delaware Act, subject to the provisions of Section 14.5.

         Section 14.5 LIQUIDATION PAYMENTS; CERTAIN RESTRICTIONS ON LIQUIDATION
PAYMENTS. In the event of any voluntary or involuntary dissolution of the LLC,
the board of directors will cause to be distributed (after satisfying any
liabilities to the LLC's creditors as provided by applicable law, and subject to
the terms of the Purchase Agreement and the Pledge Agreement, if applicable) to
each holder of LLC Securities Subordinated Notes having a principal amount equal
to the Liquidation Amount of the LLC Securities held by the holder to whom such
Subordinated Notes are distributed. However, if that distribution is determined
to be impractical by the Board of Directors, the holders of the LLC Securities
will be entitled to receive out of the LLC's assets available for distribution
to holders (after any liabilities to the LLC's creditors as provided by
applicable law, and subject to the terms of the Purchase Agreement and the
Pledge Agreement, if applicable) a liquidation distribution in an amount equal
to the amounts set forth, and in the priority prescribed, in Section 7.3(d). If
such liquidation distribution to the LLC Preferred Securityholders can be paid
only in part because the LLC has insufficient assets available to pay in full
the aggregate liquidation distribution, then the amounts payable directly by the
LLC on its LLC Preferred Securities will be paid on a pro rata basis based on
the Liquidation Amount.


                                       34
<PAGE>
         Section 14.6 DESIGNATION OF SUCCESSOR DEPOSITOR. In the event of the
dissolution of the LLC, TECO shall appoint an entity wholly-owned and
controlled, directly or indirectly, by TECO as successor Depositor (as defined
in the Trust Agreement) to exercise all rights and perform all obligations as
the Depositor under the Trust Agreement.

         Section 14.7 TERMINATION. This Agreement will terminate upon the latest
to occur of the redemption of all of the LLC Preferred Securities, a final
distribution in respect of the LLC Preferred Securities and delivery of such
distribution to the holders of the LLC Preferred Securities, or dissolution,
winding up and termination of the LLC.

                                   ARTICLE XV
                                  MISCELLANEOUS

         Section 15.1 AMENDMENTS. TECO may, at any time and from time to time,
enter into one or more agreements supplemental to this Agreement and the
Guarantee Agreement without the consent of the holders of the LLC Preferred
Securities: (i) to evidence the succession of another entity to TECO and the
assumption by any such successor of the covenants of TECO in this Agreement;
(ii) to add to the covenants of TECO for the benefit of the holders of the LLC
Preferred Securities, or to surrender any right or power therein conferred upon
TECO, (iii) to cure any ambiguity or correct or supplement any provision in this
Agreement which may be defective or inconsistent with any other provision
therein or to make any other provisions with respect to matters or questions
arising under this Agreement in a way consistent with the other provisions of
this Agreement; provided that any such action shall not materially adversely
affect the interests of the holders of the LLC Preferred Securities; or (iv) to
modify, eliminate or add to any provisions of the limited liability company
agreement if necessary to ensure that the LLC will be classified for United
States federal income tax purposes as a partnership or to ensure that the LLC
will not be required to be registered under the 1940 Act. In addition, TECO may,
at any time prior to January 22, 2002, without the consent of the holders of the
LLC Preferred Securities amend the definition of Trust Preferred Securities and
Sections 4.2, 7.1(a), 7.2(a) and 7.3(a) solely for the purpose of reflecting the
sale of such number of additional Units (as that term is defined in the
Underwriting Agreement) as may be sold (up to a maximum of 2,400,000 additional
Units) to the underwriter pursuant to the Underwriting Agreement and the
corresponding increases in the liquidation preference of the Trust Preferred
Securities, the number of LLC Common Securities issued and the liquidation
preference of the LLC Preferred Securities. Any other amendment of this
Agreement and the Guarantee Agreement must be approved by holders of a majority
of the LLC Preferred Securities and the LLC must have received an Opinion of
Counsel experienced in such matters to the effect that the amendment or the
exercise of any power granted in accordance with the amendment will not affect
the LLC's status as a partnership for United States federal income tax purposes
or the LLC's exemption from status as an "investment company" under the 1940
Act. However, without the consent of each holder of LLC Preferred Securities, no
amendment may: (i) change the amount or timing of any distribution on the LLC
Preferred Securities or otherwise adversely affect the amount of any
distribution required to be made in respect of the LLC Preferred Securities as
of a specified date; or (ii) restrict the right of a holder of Trust Preferred
Securities to sue for the enforcement of any distribution payment. The LLC must
notify each holder of LLC Preferred Securities whenever it is notified of a
default with respect to the Subordinated Notes.


                                       35
<PAGE>
         Section 15.2 NOTIFICATION; AMENDMENT OF CERTIFICATE OF FORMATION. In
the event this Agreement shall be amended pursuant to Section 15.1, the Board of
Directors shall promptly notify all Securityholders of such amendments and cause
the Certificate of Formation to be amended to reflect such change if it deems
such amendment of the Certificate of Formation to be necessary or appropriate.

         Section 15.3 SUCCESSORS. This Agreement shall be binding as to the
executors, administrators, estates, heirs and legal successors, or nominees or
representatives, of the Securityholders.

         Section 15.4 LAW; SEVERABILITY. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware. In particular,
this Agreement shall be construed to the maximum extent possible to comply with
all of the terms and conditions of the Delaware Act. If, nevertheless, it shall
be determined by a court of competent jurisdiction that any provisions or
wording of this Agreement shall be invalid or unenforceable under the Delaware
Act or other applicable law, such invalidity or unenforceability shall not
invalidate the entire Agreement. In that case, this Agreement shall be construed
so as to limit any term or provision so as to make it enforceable or valid
within the requirements of applicable law, and, in the event such term or
provisions cannot be so limited, this Agreement shall be construed to omit such
invalid or unenforceable provisions. If it shall be determined by a court of
competent jurisdiction that any provision relating to the distributions and
allocations of the LLC or to any fee payable by the LLC is invalid or
unenforceable, this Agreement shall be construed or interpreted so as (a) to
make it enforceable or valid and (b) to make the distributions and allocations
as closely equivalent to those set forth in this Agreement as is permissible
under applicable law.

         Section 15.5 FILINGS. Following the execution and delivery of this
Agreement, the Board of Directors shall cause to be promptly prepared any
documents required to be filed and recorded under the Delaware Act, and the
Board of Directors shall cause to be promptly filed and recorded each such
document in accordance with the Delaware Act and, to the extent required by
local law, to be filed and recorded or notice thereof to be published in the
appropriate place in each jurisdiction in which the LLC may hereafter establish
a place of business. The Board of Directors shall also promptly cause to be
filed, recorded and published such statements of fictitious business name and
any other notices, certificates, statements or other instruments required by any
provision of any applicable law of the United States or any, state or other
jurisdiction which governs the conduct of its business from time to time.

         Section 15.6 POWER OF ATTORNEY. Each LLC Preferred Securityholder does
hereby constitute and appoint each Person specifically authorized by the Board
of Directors to act as its true and lawful representative and attorney-in-fact,
in its name, place and stead to make, execute, sign, deliver and file (a) any
amendment of the Certificate of Formation required because of an amendment to
this Agreement or in order to effectuate any change in the ownership of the LLC
Securities, (b) any amendments to this Agreement made in accordance with the
terms hereof and (c) all such other instruments, documents and certificates
which may from time to time be required by the laws of the United States of
America, the State of Delaware or any other jurisdiction, or any political
subdivision or agency thereof, to effectuate, implement and continue


                                       36
<PAGE>
the valid and subsisting existence of the LLC or to dissolve the LLC or for any
other purpose consistent with this Agreement and the transactions contemplated
hereby.

         The power of attorney granted hereby is coupled with an interest and
shall (a) survive and not be affected by the subsequent death, incapacity,
disability, dissolution, termination or bankruptcy of the LLC Preferred
Securityholder granting the same or the transfer of all or any portion of such
LLC Preferred Securityholder's Preferred Securities and (b) extend to such LLC
Preferred Securityholder's successors, assigns and legal representatives.

         Section 15.7 EXCULPATION.

         (a) No Director or Officer shall have personal liability to the LLC or
the Securityholders for monetary damages for breach of, in the case of a
Director, such Director's fiduciary duty (if any) or, in the case of a Director
or an Officer, for any act or omission performed or omitted by such Director or
Officer in good faith on behalf of the LLC, except for such Director's or
Officer's gross negligence or willful misconduct.

         (b) Each Director and Officer shall be fully protected in relying in
good faith upon the records of the LLC and upon such information, opinions,
reports or statements presented to the LLC by any Person as to matters that such
Director or Officer reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the LLC, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses or any other facts pertinent to the existence and amount of assets from
which distributions to Securityholders might properly be paid.

         Section 15.8 INDEMNIFICATION. To the fullest extent permitted by
applicable law, each Director and Officer shall be entitled to indemnification
from the LLC for any loss, damage, claim or expense (including reasonable
attorney's fees) incurred by such Director or Officer by reason of any act or
omission performed or omitted by such Director or Officer in good faith on
behalf of the LLC and in a manner reasonably believed to be within the scope of
authority conferred on such Director or Officer by this Agreement, except with
respect to any act or omission determined by a court of competent jurisdiction
to have constituted gross negligence or willful misconduct of such Director or
Officer; provided, however, that any indemnity under this Section 15.8 shall be
provided out of and to the extent of any director and officer insurance policy,
and no Securityholder shall have any personal liability on account thereof. The
right to indemnification under this Section 15.8 is a contract right. The LLC
may purchase and maintain insurance to protect any Director or Officer against
liability asserted against such Director or Officer, or incurred by such
Director or Officer, arising out of such Director's or Officer's status as such.

         Without limiting the foregoing, the LLC's Directors shall have no
personal liability to the LLC or its Securityholders for monetary damages (i)
for not voting to take enforcement action with respect to the Subordinated Notes
owned by the LLC, if any, prior to the occurrence of a Bankruptcy of the LLC or
(ii) at any time for breach of any such Director's fiduciary duty (if any)
except for such Director's gross negligence or willful misconduct.


                                       37
<PAGE>
         Section 15.9 ADDITIONAL DOCUMENTS. Each LLC Preferred Securityholder,
upon the request of the Board of Directors, agrees to perform all further acts
and execute, acknowledge and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.

         Section 15.10 NOTICES. All notices provided for in this Agreement shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

                  (i) If given to the LLC, at the address set forth below:

                           300 Delaware Avenue
                           Suite 900
                           Wilmington, Delaware 19801

                           with a copy to:

                           TECO Energy, Inc.
                           702 North Franklin Street
                           Tampa, Florida 33602
                           Attention:  Secretary
                           Facsimile:  813/228-1328

                  (ii) If given to any Securityholder, at the address set forth
         in the Securities Register.

         Subject to Section 7.3 of this Agreement, each such notice, request or
other communication shall be effective (a) if given by facsimile, when
transmitted to the number specified in such registration books and the
appropriate confirmation is received, (b) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (c) if given by any other means, when delivered at
the address specified in the Securities Register.

         Section 15.11 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original of this
Agreement and all of which together shall constitute one and same agreement.

         Section 15.12 SUBMISSION TO JURISDICTION. TECO irrevocably consents and
agrees, that any legal action, suit or proceeding against it with respect to its
obligations, liabilities or any other matter arising out of or in connection
with this Agreement may be brought in the courts of the State of New York or the
courts of the United States of America located in The City of New York and until
amounts due and to become due under this Agreement have been paid, hereby
irrevocably consents and submits to the non-exclusive jurisdiction of each such
court in personam, generally and unconditionally with respect to any such
action, suit or proceeding for itself and in respect of its properties, assets
and revenues. Service of process upon the branch in any such action, suit or
proceeding shall be deemed in every respect service of process upon TECO. TECO
hereby irrevocably and unconditionally waives, to the fullest extent permitted
by law, except as otherwise provided for in this Agreement, any objection which
it may now or



                                       38
<PAGE>
hereafter have to the laying of venue of any of the aforesaid actions, suits or
proceedings brought in the United States federal courts located in The City of
New York or the courts of the State of New York and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has been
brought in an inconvenient forum. The provisions of this Section 15.12 shall
survive any termination of this Agreement, in whole or in part.




                                       39
<PAGE>
         IN WITNESS WHEREOF, TECO Energy, Inc., as the LLC Common
Securityholder, and the Trust have executed this Agreement as of the date first
above stated.

                                          TECO ENERGY, INC.


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


                                          TECO CAPITAL TRUST II

                                          By:  TECO Funding Company II, LLC, as
                                               Depositor



                                          By:  /s/ Mildred F. Smith
                                               --------------------
                                               Name: Midred F. Smith
                                               Title: President
<PAGE>
                                                                         ANNEX A
                                                     to the Amended and Restated
                                                 Limited Liability LLC Agreement










                               GUARANTEE AGREEMENT

                        [INSERT GUARANTEE AGREEMENT HERE]
<PAGE>
                                                                         ANNEX B
                                                     to the Amended and Restated
                                                 Limited Liability LLC Agreement











                            ADMINISTRATION AGREEMENT

                     [INSERT ADMINISTRATION AGREEMENT HERE]
<PAGE>
                                                                         ANNEX C
                                                     to the Amended and Restated
                                                 Limited Liability LLC Agreement

                                     BYLAWS

                                       OF

                          TECO FUNDING COMPANY II, LLC


         These Bylaws have been established as the Bylaws of TECO Funding
Company II, LLC, a Delaware limited liability company (the "LLC"), pursuant to
the Amended and Restated Limited Liability LLC Agreement, dated as of January
15, 2002 (as from time to time amended, modified or supplemented, the
"AGREEMENT"), pursuant to which the LLC's existence has been continued, and,
together with the Agreement and the other annexes thereto, are deemed to be the
limited liability company agreement of the LLC for purposes of the Delaware Act.
In the event of any inconsistency between the Agreement and these Bylaws, the
provisions of the Agreement shall control.

         Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.

                                    ARTICLE 1

                                 Securityholders

         Section 1.1 Annual Meetings. An annual meeting of Securityholders may
be held at such date, time and place, either within or without the State of
Delaware and outside of the State of Florida, if and as may be decided and
designated by the Board of Directors from time to time; provided, however the
LLC shall not be required to have an annual meeting of Securityholders. Any
other proper business may be transacted at the annual meeting.

         Section 1.2 Special Meetings. Special meetings of Securityholders may
be called at any time by the Chairman of the Board, if any, the President, or
the Board of Directors, to be held at such date, time and place, either within
or without the State of Delaware and outside of the State of Florida, except in
the case of an emergency, in which case meetings may be held within the State of
Florida, as may be stated in the notice of the meeting. A special meeting of
Securityholders shall be called by the Secretary upon the written request,
stating the purpose of the meeting, of Securityholders who together own of
record a majority of the Securities entitled to vote at such meeting.

         Section 1.3 Notice of Meetings. Whenever Securityholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each Securityholder entitled to vote at such meeting. If mailed, such
notice shall be
<PAGE>
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the Securityholder at such Securityholder's address as it appears on
the records of the LLC.

         Section 1.4 Adjournments. Any meeting of Securityholders, annual or
special, may be adjourned from time to time, to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the LLC may transact any business which might
have been transacted at the original meeting. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
Securityholder of record entitled to vote at the meeting.

         Section 1.5 Quorum. At each meeting of Securityholders, except where
otherwise provided by law or the Agreement or these Bylaws, the holders of at
least 50% of the LLC Common Securities and the LLC Preferred Securities
(together, the "Securities") entitled to vote on a matter at the meeting,
present in person or represented by proxy, shall constitute a quorum. In the
absence of a quorum of the holders of Securities entitled to vote on a matter,
the holders of a majority of the Securities present or represented may adjourn
such meeting from time to time in the manner provided by Section 1.4 of these
Bylaws until a quorum shall be so present or represented. Securities other than
Common Securities belonging on the record date for the meeting to the LLC or an
Affiliate of the LLC shall neither be entitled to vote nor be counted for quorum
purposes.

         Section 1.6 Organization. Meetings of Securityholders shall be presided
over by the Chairman of the Board, if any, or in the absence of the Chairman of
the Board by the President, or in the absence of the President by a chairman
designated by the Board of Directors, or in the absence of such designation, by
a chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary, the chairman of the meeting may appoint any person to act as
secretary of the meeting.

         Section 1.7 Voting; Proxies. Unless otherwise provided in the
Agreement, each Securityholder entitled to vote at any meeting of
Securityholders shall have voting power proportionate to the outstanding amount,
based on initial issue price (in the case of LLC Common Securities) and
liquidation preference (in the case of LLC Preferred Securities), of the
Securities held by such Securityholder that have voting power upon the matter in
question. Each Securityholder entitled to vote at a meeting of Securityholders
or to express consent or dissent to action in writing without a meeting may
authorize another person or persons to act for such Securityholder by proxy, but
no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power,
regardless of whether the interest with which it is coupled is an interest in
the Securities themselves or an interest in the LLC generally. A Securityholder
may revoke any proxy which is not irrevocable by attending the meeting and
voting in person or by filing an instrument in writing revoking the proxy or
another duly executed proxy, bearing a later date with the Secretary of the LLC.
Voting at meetings of Securityholders need not be by written ballot unless the
holders of a majority of the outstanding Securities entitled to vote thereon
present in person or represented by proxy at such meeting shall so determine.
Directors


                                       2
<PAGE>
shall be designated, removed and replaced as provided in the Agreement and
Article 2 hereof. Other than in the case of any matter expressly set forth in
the Agreement for which a higher vote may be required, the affirmative vote of
the holders of a majority of the Securities present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the Securityholders.

         Section 1.8 Fixing Date for Determination of Securityholders of Record.
In order that the LLC may determine the Securityholders entitled to notice of or
to vote at any meeting of Securityholders or any adjournment thereof, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining Securityholders entitled to notice of
or to vote at a meeting of Securityholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held. A determination of Securityholders of record entitled to notice
of or to vote at a meeting of Securityholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         In order that the LLC may determine the Securityholders entitled to
consent to action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining Securityholders entitled to consent to action in writing without a
meeting, when no prior action by the Board of Directors is required by law,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the LLC by delivery to (a)
its registered office in the State of Delaware, (b) its principal place of
business, or (c) an Officer or agent of the LLC having custody of the book in
which proceedings of meetings of Securityholders are recorded. Delivery made to
the LLC's registered office shall be by hand or by certified or registered mail,
return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by law, the
record date for determining Securityholders entitled to consent to action in
writing without a meeting shall be at the close of business on the day on which
the Board of Directors adopts the resolution taking such prior action.

         In order that the LLC may determine the Securityholders entitled to
receive payment of any distribution or allotment of any rights or the
Securityholders entitled to exercise rights in respect of any exchange of
Securities, or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If no record date
is fixed, the record date for determining Securityholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.


                                       3
<PAGE>
         Section 1.9 List of Securityholders Entitled to Vote. The Secretary
shall prepare and make, at least ten days before every meeting of
Securityholders, a complete list of the Securityholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
Securityholder and the amount of Securities registered in the name of each
Securityholder. Such list shall be open to the examination of any
Securityholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof and may be inspected by any
Securityholder who is present.

         Section 1.10 Consent of Securityholders in Lieu of Meeting. Unless
otherwise provided in the Agreement or by law, any action required by law to be
taken at any annual or special meeting of Securityholders of the LLC, or any
action which may be taken at any annual or special meeting of such
Securityholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding Securities having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all Securities entitled to vote thereon were
present and voted and shall be delivered to the LLC by delivery to (a) its
registered office in the State of Delaware by hand or by certified mail or
registered mail, return receipt requested, (b) its principal place of business,
or (c) an Officer or agent of the LLC having custody of the book in which
proceedings of meetings of Securityholders are recorded. Every written consent
shall bear the date of signature of each Securityholder who signs the consent
and no written consent shall be effective to take the action referred to therein
unless, within sixty days of the earliest dated consent delivered in the manner
required by this bylaw to the LLC, written consents signed by holders
representing a sufficient amount of Securities to take action are delivered to
the LLC by delivery to (a) its registered office in the State of Delaware by
hand or by certified or registered mail, return receipt requested, (b) its
principal place of business, or (c) an Officer or agent of the LLC having
custody of the book in which proceedings of meetings of Securityholders are
recorded. Prompt notice of the taking of the action without a meeting by less
than unanimous written consent shall be given to those Securityholders who have
not consented in writing.

                                    ARTICLE 2

                               Board of Directors

         Section 2.1 Number; Powers; Bylaws. The business and affairs of the LLC
shall be managed by or under the direction of a Board composed of not less than
one nor more than seven Directors. The Board shall manage the business and
affairs of the LLC and may exercise all powers in connection therewith, except
for such powers as are required to be exercised by Securityholders, all in
accordance with the Agreement, these Bylaws and applicable law. Except to the
extent that the Board or the Securityholders confer such authority on a
Director, no Director shall have the authority to bind the LLC.


                                       4
<PAGE>
         Section 2.2 Voting Power. Each Director shall, in the consideration of
any matter by the Board, have a single vote at the time such vote is taken or
made (whether at a meeting or by written consent). Except where a greater
percentage approval may be provided for herein or in the Agreement or by law, an
action shall be deemed approved by the Board only if it has been approved by a
majority of the Directors.

         Section 2.3 Quorum. At all meetings of the Board, the presence of at
least a majority of Directors shall constitute a quorum for the transaction of
business. In case at any meeting of the Board a quorum shall not be present, any
Director present may adjourn the meeting from time to time until a quorum shall
be present.

         Section 2.4 Designation; Removal; Replacement. The term of office of a
Director shall be until the earliest of the following events: (i) his or her
successor is designated or (ii) he or she resigns or is removed. Any Director
may be removed, with or without cause by majority vote of the remaining
Directors. In the event of the resignation, removal or death of a Director, such
Director shall be replaced by another person designated by majority vote of the
remaining Directors. Any Director may resign at any time upon written notice to
the Board of Directors or to the President or the Secretary of the LLC. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective.

         Section 2.5 Regular Meetings. Regular meetings of the Board of
Directors may be held at such places, within or without the State of Delaware
and outside of the State of Florida, at such times as the Board may from time to
time determine, and if so determined notice thereof need not be given.

         Section 2.6 Special Meetings. Special meetings of the Board of
Directors may be held at any time or place, either within or without the State
of Delaware and outside of the State of Florida, except in the case of an
emergency, in which case a special meeting may be held within the State of
Florida, as may be stated in the notice of the meeting, whenever called by the
Chairman of the Board, by the President or by any two Directors. Reasonable
notice thereof shall be given by the person or persons calling the meeting.

         Section 2.7 Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the Agreement or these Bylaws, the
Board of Directors, or any committee designated by the Board, may participate in
a meeting of the Board or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this by-law shall constitute presence in person at such
meeting.

         Section 2.8 Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in the absence of the Chairman of
the Board by the President, or in their absence, by a chairman chosen at the
meeting. The Secretary, or in the absence of the Secretary, an Assistant
Secretary, shall act as secretary of the meeting, but in the absence of the
Secretary and any Assistant Secretary, the chairman of the meeting may appoint
any person to act as secretary of the meeting.


                                       5
<PAGE>
         Section 2.9 Action by Directors Without a Meeting. Unless otherwise
restricted by the Agreement or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all of the Board or of such committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

                                    ARTICLE 3

                                   Committees

         Section 3.1 Committees. The Board of Directors may, by resolution of
the Board adopted by majority vote, designate one or more committees, each
committee to consist of one or more of the Directors of the LLC. Any such
committee, to the extent provided in the resolution of the Board of Directors or
in these Bylaws, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the LLC, and
may authorize the seal of the LLC to be affixed to all papers which may require
it; but no such committee shall have the power or authority in reference to
amending the Certificate of Formation, adopting an agreement of merger,
consolidation or conversion, recommending to the Securityholders the sale, lease
or exchange of all or substantially all of the LLC's property and assets,
recommending to the Securityholders a dissolution of the LLC or a revocation of
a dissolution or amending these Bylaws; and, unless the resolution, these Bylaws
or the Agreement expressly so provides, no such committee shall have the power
or authority to authorize the issuance of Securities, to adopt a certificate of
ownership and merger, consolidation or conversion or to remove or indemnify
Officers or Directors.

         Section 3.2 Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, a majority
of the members of such committee shall constitute a quorum for the transaction
of business, the vote of a majority of the members present at a meeting at the
time of such vote if a quorum is then present shall be the act of such
committee, and in other respects each committee shall conduct its business in
the same manner as the Board conducts its business pursuant to Article 2 of
these Bylaws.

                                    ARTICLE 4

                                    Officers

         Section 4.1 Officers; Election. As soon as practicable after the annual
meeting of Securityholders in each year, the Board of Directors shall elect a
President and a Secretary, and may also elect one or more Vice Presidents, one
or more Assistant Vice Presidents, one or more Assistant Secretaries, a
Treasurer and one or more Assistant Treasurers and such other Officers as the
Board may deem desirable or appropriate and may give any of them such further
designations or alternate titles as it considers desirable. Any number of
offices may be held by the same person unless the Agreement or these Bylaws
otherwise provide.

         Section 4.2 Term of Office; Resignation; Removal; Vacancies. Unless
otherwise provided in the resolution of the Board of Directors electing any
Officer, each Officer shall hold


                                       6
<PAGE>
office until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Any Officer may resign at any time upon written
notice to the Board or to the President or the Secretary of the LLC. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective. The Board may remove any Officer with or without cause at
any time. Any such removal shall be without prejudice to the contractual rights
of such Officer, if any, with the LLC, but the election of an Officer shall not
of itself create contractual rights. Any vacancy occurring in any office of the
LLC by death, resignation, removal or otherwise may be filled by the Board at
any regular or special meeting.

         Section 4.3 Powers and Duties. The Officers of the LLC shall have such
powers and duties in the management of the LLC as shall be stated in these
Bylaws or in a resolution of the Board of Directors which is not inconsistent
with these Bylaws and, to the extent not so stated, as generally pertain to
comparable offices in a corporation organized under the General Corporation Law
of the State of Delaware, subject to the control of the Board. The Secretary
shall have the duty to record the proceedings of the meetings of the
Securityholders, the Board of Directors and any committees in a book to be kept
for that purpose. The Board may require any Officer, agent or employee to give
security for the faithful performance of his or her duties.

                                    ARTICLE 5

                                   Securities

         Section 5.1 Certificates for Securities. The Securities shall be
registered in certificated form. If such certificate is manually countersigned
by a transfer agent or by a registrar, any other signature on the certificate
may be a facsimile. In case any Officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
Officer before such certificate is issued, it may be issued by the LLC with the
same effect as if such person were such Officer at the date of issue.

                                    ARTICLE 6

                                  Miscellaneous

         Section 6.1 Seal. The LLC may have a company seal which shall have the
name of the LLC inscribed thereon and shall be in such form as may be approved
from time to time by the Board of Directors. The company seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

         Section 6.2 Waiver of Notice of Meetings of Securityholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the Agreement or these Bylaws, a written waiver thereof, signed by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the


                                       7
<PAGE>
Securityholders, Directors or a committee of Directors need be specified in any
written waiver of notice unless so required by the Agreement or these Bylaws.

         Section 6.3 Indemnification of Directors, Officers and Employees. The
LLC shall indemnify to the full extent permitted under the Delaware Act any
person made or threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person or such person's testator or intestate is or was a Director,
Officer or employee of the LLC or serves or served at the request of the LLC any
other enterprise as a Director, director, officer or employee except for such
Director's or Officer's gross negligence or willful misconduct. Expenses,
including reasonable attorneys' fees, incurred by any such person in defending
any such action, suit or proceeding shall be paid or reimbursed by the LLC
promptly upon receipt by it of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the LLC. The rights provided to any person by this bylaw
shall be enforceable against the LLC by such person who shall be presumed to
have relied upon it in serving or continuing to serve as a Director, Officer or
employee as provided above. No amendment of this bylaw shall impair the rights
of any person arising at any time with respect to events occurring prior to such
amendment. For purposes of this bylaw, the term "LLC" shall include any
predecessor of the LLC and any constituent company (including any constituent of
a constituent) absorbed by the LLC in a consolidation or merger; the term "other
enterprise" shall include any limited liability company, corporation,
partnership, joint venture, trust or employee benefit plan; service "at the
request of the LLC" shall include service as a Director, Officer or employee of
the LLC which imposes duties on, or involves services by, such Director, Officer
or employee with respect to an employee benefit plan, its participants or
beneficiaries; any excise taxes assessed on a person with respect to an employee
benefit plan shall be deemed to be indemnifiable expenses; and action by a
person with respect to an employee benefit plan which such person reasonably
believes to be in the interest of the participants and beneficiaries of such
plan shall be deemed to be action not opposed to the best interests of the LLC.
The rights conferred on any Person by this Section 6.3 shall not be exclusive of
any other rights which such Person may have or hereafter acquire under any
statute, provision of these Bylaws, the Agreement, any other agreement, vote of
Securityholders or disinterested Directors or otherwise. The LLC's obligation,
if any, to indemnify any Person who was or is serving at its request as a
director, officer, employee or agent of any other enterprise shall be reduced by
any amount such Person may collect as indemnification from such other
enterprise. Any repeal or modification of the foregoing provisions of this
Section 6.4 shall not adversely affect any right of protection hereunder of any
Person in respect of any act or omission occurring prior to the time of such
repeal or modification.

         Section 6.4 Interested Directors; Quorum. No contract or transaction
between the LLC and one or more of its Directors or Officers, or between the LLC
and any other limited liability company, corporation, partnership, association
or other organization in which one or more of its Directors or Officers are
Directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the Director or Officer is present at
or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or her or
their votes are counted for such purpose, if: (1) the material facts as to his
or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board or the committee, and the Board or


                                       8
<PAGE>
committee in good faith authorizes the contract or transaction by the
affirmative votes of disinterested Directors, even though the disinterested
Directors be less than a quorum; or (2) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
are known to the Securityholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
Securityholders; or (3) the contract or transaction is fair as to the LLC as of
the time it is authorized, approved or ratified, by the Board, a committee
thereof or the Securityholders. Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

         Section 6.5 Form of Records. Any records maintained by the LLC in the
regular course of its business, including its Securities ledger, books of
account and minute books, shall be kept separate and apart from any records of
TECO, and may be kept on, or be in the form of, punch cards, magnetic tape or
disk, photographs, microphotographs or any other information storage device,
provided that the records so kept can be converted into clearly legible form
within a reasonable time. The LLC shall so convert any records so kept upon the
request of any person entitled to inspect the same.

         Section 6.6 Amendment of Bylaws. These Bylaws may be amended or
repealed, and new by-laws adopted, by the Board of Directors in accordance with
the Agreement.




                                       9
<PAGE>
                                                                         ANNEX D
                                                     to the Amended and Restated
                                                 Limited Liability LLC Agreement




                            FORM OF SUBORDINATED NOTE
<PAGE>
                                                                         ANNEX E
                                                     to the Amended and Restated
                                                 Limited Liability LLC Agreement


                     LIST OF INITIAL DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>
NAME
----

<S>                        <C>
[Mildred Smith]            Sole Director, President, Treasurer and Assistant Secretary
[Joan Dobrzynski]          Vice President and Secretary
</TABLE>
<PAGE>
                                                                         ANNEX F
                                                     to the Amended and Restated
                                                 Limited Liability LLC Agreement

                                                                   AMOUNT OF LLC
CERTIFICATE NUMBER 1                          PREFERRED SECURITIES: $400,000,000

                         5.11% LLC PREFERRED SECURITIES
                  ($25.00 LIQUIDATION PREFERENCE PER SECURITY)
                                       OF
                          TECO FUNDING COMPANY II, LLC

         TECO FUNDING COMPANY II, LLC, a limited liability company formed under
the laws of the State of Delaware (the "LLC"), hereby certifies that TECO
Capital Trust II (the "SECURITYHOLDER") is the registered owner of LLC Preferred
Securities representing a corresponding amount of preferred limited liability
LLC interests in the LLC, which are designated the 5.11% LLC Preferred
Securities, liquidation preference $25.00 per security and aggregate liquidation
preference of $400,000,000 (the "LLC PREFERRED SECURITIES"). Subject to certain
obligations which may arise under the Delaware Limited Liability Company Act
(the "DELAWARE ACT"), no additional payments will be required pursuant to the
Delaware Act for the LLC Preferred Securities to represent preferred limited
liability LLC interests in the LLC, as to which the Securityholders of the LLC
who hold the LLC Preferred Securities (the "SECURITYHOLDERS"), in their
capacities as such, have no liability in excess of their obligations to make
payments provided for in the LLC Agreement (as defined below) and their share as
provided in the LLC Agreement of the LLC's assets and undistributed profits
(subject to their obligation to repay any funds wrongfully distributed to them),
and are transferable on the books and records of the LLC, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer and otherwise in accordance with the provisions of the
LLC Agreement. The powers, preferences and special rights and limitations of the
LLC Preferred Securities are set forth in, and this certificate and the LLC
Preferred Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Limited
Liability LLC Agreement of the LLC, dated as of January 15 2002, as the same may
be amended from time to time in accordance with its terms (the "LLC AGREEMENT"),
authorizing the issuance of the LLC Preferred Securities and determining the
powers, preferences and other special rights and limitations, regarding
dividends, voting, return of capital and otherwise, and other matters relating
to the LLC Preferred Securities. Capitalized terms used herein but not defined
herein shall have the meaning given them in the LLC Agreement. The holders of
the LLC Preferred Securities are entitled to the benefits of the Guarantee
Agreement of TECO Energy, Inc., a Florida corporation, dated as of January 15,
2002 (the "GUARANTEE AGREEMENT") to the extent provided therein. Holders of LLC
Preferred Securities are Sixth party beneficiaries of the Guarantee Agreement
and may enforce such agreement as provided therein. The LLC will furnish a copy
of the LLC Agreement and the Guarantee Agreement to the Securityholder without
charge upon written request to the LLC at its principal place of business.

         The Securityholder, by accepting this certificate, is deemed to have
agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this
certificate, the Securityholder is
<PAGE>
admitted to the LLC as an LLC Preferred Securityholder, is bound by the LLC
Agreement and is entitled to the benefits thereunder.

         IN WITNESS WHEREOF, this certificate has been executed on behalf of the
LLC by a duly authorized officer as of this 15 day of January, 2002.



                                              TECO FUNDING COMPANY II, LLC



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