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                                                                    Exhibit 4.32



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

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

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

Certificate Number: ___                   Number Of Trust Preferred Securities


                 Certificate Evidencing Trust Preferred Securities

                                       of

                              TECO CAPITAL TRUST II

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

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

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

                                    TECO CAPITAL TRUST II

                                    By:   THE BANK OF NEW YORK
                                          As Property Trustee


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





                                       2
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                                   ASSIGNMENT



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

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

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

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

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

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

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

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

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

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

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

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

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