First Supplemental Indenture dated as of December 21, 2007



 Exhibit 4.2 
  

 TECO FINANCE, INC. 
 Issuer 
 And 
 TECO ENERGY, INC. 
 Guarantor 
 To 
 THE BANK OF NEW YORK TRUST COMPANY, N.A. 
 Trustee 
  

 FIRST SUPPLEMENTAL INDENTURE 
 dated as of December 21, 2007 
 Supplementing the Indenture 
 dated as of
December 21, 2007 
  

 $171,872,000 
 7.20% Notes Due 2011 
 $236,240,000 
 7.00% Notes Due 2012 
 $300,000,000 
 6.572% Due 2017 








 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	 ARTICLE ONE
	  	 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	2
			
	 Section 101.
	  	 Definitions
	  	2
	 Section 102.
	  	 Section References
	  	3
			
	 ARTICLE TWO
	  	 DESIGNATION AND TERMS OF THE 2011 NOTES
	  	4
			
	 Section 201.
	  	 Establishment of Series
	  	4
	 Section 202.
	  	 Variations in Terms of the 2011 Notes
	  	4
	 Section 203.
	  	 Amount and Denominations; the Depositary
	  	4
	 Section 204.
	  	 Stated Maturity
	  	4
	 Section 205.
	  	 Interest Rates and Interest Payment Dates
	  	4
	 Section 206.
	  	 Form and Other Terms of the 2011 Notes
	  	5
	 Section 207.
	  	 Authentication and Delivery
	  	5
	 Section 208.
	  	 Redemption; No Sinking Fund
	  	5
			
	 ARTICLE THREE
	  	 DESIGNATION AND TERMS OF THE 2012 NOTES
	  	7
			
	 Section 301.
	  	 Establishment of Series
	  	7
	 Section 302.
	  	 Variations in Terms of the 2012 Notes
	  	7
	 Section 303.
	  	 Amount and Denominations; the Depositary
	  	7
	 Section 304.
	  	 Stated Maturity
	  	8
	 Section 305.
	  	 Interest Rates and Interest Payment Dates
	  	8
	 Section 306.
	  	 Form and Other Terms of the 2012 Notes
	  	8
	 Section 307.
	  	 Authentication and Delivery
	  	8
	 Section 308.
	  	 Redemption; No Sinking Fund
	  	9
			
	 ARTICLE FOUR
	  	 DESIGNATION AND TERMS OF THE 2017 NOTES
	  	10
			
	 Section 401.
	  	 Establishment of Series
	  	10
	 Section 402.
	  	 Variations in Terms of the 2017 Notes
	  	11
	 Section 403.
	  	 Amount and Denominations; the Depositary
	  	11
	 Section 404.
	  	 Stated Maturity
	  	11
	 Section 405.
	  	 Interest Rates and Interest Payment Dates
	  	11
	 Section 406.
	  	 Form and Other Terms of the 2017 Notes
	  	12
	 Section 407.
	  	 Authentication and Delivery
	  	12
	 Section 408.
	  	 Redemption; No Sinking Fund
	  	12

  

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 TABLE OF CONTENTS 
 (continued) 

					
	 	  	 	  	Page
	 ARTICLE FIVE
	  	 SPECIAL TRANSFER RESTRICTIONS
	  	14
			
	 Section 501.
	  	 Representation by Purchases of Initial Notes
	  	14
	 Section 502.
	  	 Restriction on Transfer
	  	15
			
	 ARTICLE SIX
	  	 ADDITIONAL EVENT OF DEFAULT
	  	17
			
	 ARTICLE SEVEN
	  	 MISCELLANEOUS
	  	17
			
	 Section 701.
	  	 Effect On Original Indenture
	  	17
	 Section 702.
	  	 Counterparts
	  	17
	 Section 703.
	  	 Recitals
	  	17
	 Section 704.
	  	 Governing Law
	  	17
			
	 EXHIBIT A-1
	  	 FORM OF NOTE
	  	
	 EXHIBIT A-2
	  	 FORM OF NOTE
	  	
	 EXHIBIT A-3
	  	 FORM OF NOTE
	  	
	 EXHIBIT B-1
	  	 LEGEND FOR INITIAL NOTES
	  	
	 EXHIBIT B-2
	  	 REGULATION S LEGEND
	  	
	 EXHIBIT C
	  	 FORM OF SUPPLEMENTAL COMPANY ORDER
	  	
	 EXHIBIT D
	  	 FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S
	  	

  

 -ii- 








 This First Supplemental Indenture, dated as of December 21, 2007 is among TECO FINANCE,
INC., a corporation duly organized and existing under the laws of the State of Florida (herein called the “Company”), having its principal executive offices at 702 N. Franklin Street, Tampa, Florida 33602, TECO ENERGY,
INC., a corporation duly organized and existing under the laws of the State of Florida (herein called the “Guarantor”), having its principal executive offices at 702 N. Franklin Street, Tampa, Florida 33602, and THE BANK OF
NEW YORK TRUST COMPANY, N.A., as Trustee (herein called the “Trustee”), having its corporate trust office at 10161 Centurion Parkway, Jacksonville, Florida 32256. 
 WITNESSETH: 
 WHEREAS, the Company, the Guarantor and the Trustee entered into an
Indenture, dated as of December 21, 2007, (the “Original Indenture”), pursuant to which one or more series of debt of the Company (the “Securities”) may be issued from time to time; and 
 WHEREAS, Section 2.01 of the Original Indenture permits the terms of any series of Securities to be established in an indenture supplemental to the
Original Indenture; and 
 WHEREAS, Section 11.01(7) of the Original Indenture provides that a supplemental indenture may be entered
into by the Company, the Guarantor and the Trustee without the consent of any Holders of the Securities to establish the form and terms of the Securities of any series; and 
 WHEREAS, the Company has requested the Trustee to join with it in the execution and delivery of this First Supplemental Indenture in order to supplement
and amend the Original Indenture by, among other things, establishing the form and terms of three series of Securities to be known as the Company’s “7.20% Notes Due 2011” (the “2011 Notes”), “7.00% Notes Due
2012” (the “2012 Notes”), and “6.572% Notes Due 2017 (the “2017 Notes”, and together with the 2011 Notes and 2012 Notes, the “Notes”); and 
 WHEREAS, the Company, the Guarantor and the Trustee desire to enter into this First Supplemental Indenture for the purposes set forth in
Sections 2.01 and 11.01 of the Original Indenture as referred to above; and 
 WHEREAS, the Company has furnished the Trustee with a
Board Resolution authorizing the execution of this First Supplemental Indenture; and 
 WHEREAS, all things necessary to make this First
Supplemental Indenture a valid agreement of the Company, the Guarantor and the Trustee and a valid supplement to the Original Indenture have been done, 
 NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: 
 For and in consideration of the premises and
the purchase of the Notes to be issued hereunder by holders thereof, the Company, the Guarantor and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the respective holders from time to time of the Notes, as
follows: 







 ARTICLE ONE 
 Definitions and Other Provisions of General Application 
 Section 101. Definitions

 All capitalized terms that are used herein and not otherwise defined herein shall have the meanings assigned to them in the Original
Indenture. The Original Indenture together with this First Supplemental Indenture are hereinafter sometimes collectively referred to as the “Indenture.” As used in this First Supplemental Indenture, the following capitalized terms
shall have the following respective meanings: 
 “Additional Notes” means any additional Notes that may be issued from time
to time pursuant to a “re-opening” of the series of Notes as contemplated by Section 201, 301 and 401 of this First Supplemental Indenture. 
 “Additional Payments” has the meaning given it in the Registration Rights Agreement. 
 “Business Day” means any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulations to close in the City of New York.

 “Depositary” means The Depository Trust Company or its successor. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the issuance date of the Notes. 
 “Initial Notes” means, collectively, the 2011 Notes,
2012 Notes and 2017 Notes, as defined in Sections 201, 301 and 401, respectively. 
 “Interest Payment Date” means
May 1 and November 1 of each year. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor
thereto which is a nationally recognized statistical rating organization, or if such entity shall cease to rate the Notes or shall cease to exist and there shall be no such successor thereto, any other nationally recognized statistical rating
organization selected by the Company which is acceptable to the trustee. 
 “Original Issue Date” means the date upon which
the Notes are initially issued by the Company, such date to be set forth on the face of each Note. 
  

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 “Person” means any individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision of any government. 
 “Private Placement Legend” means the legend initially set forth on the Initial Notes in the form set forth in Exhibit B-1. 
 “Record Date” means the fifteenth calendar day (whether or not a Business Day) immediately preceding the related Interest Payment Date.
The Record Date shall constitute the Regular Record Date for purposes of the Original Indenture. 
 “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to an Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 
 “Registration Rights Agreement” means either (1) that certain Registration Rights Agreement dated as of December 21, 2007 by
and between the Company and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., or (2) with respect to any subsequent issuance of Additional Notes in a transaction exempt from the registration requirements of the Securities Act, the
registration rights agreement, if any, entered into by the Company and the other parties thereto in connection with such issuance, or both, as the context shall require. 
 “Regulation S Legend” means the legend initially set forth on the Notes in the form set forth in Exhibit B-2. 
 “Restricted Security” means a Note that constitutes a “Restricted Security” within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be
entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security. 
 “Rule 144A” means Rule 144A under the Securities Act. 
 “Securities Act” means the United States
Securities Act of 1933, as amended. 
 “Standard & Poor’s” means Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto which is a nationally recognized statistical rating organization, or if such entity shall cease to rate the Notes or shall cease to exist and there shall be no such
successor thereto, any other nationally recognized statistical rating organization selected by the Company which is acceptable to the trustee. 
 Section 102. Section References 
 Each reference to a particular section set forth in this First Supplemental Indenture
shall, unless the context otherwise requires, refer to this First Supplemental Indenture. 
  

 3 








 ARTICLE TWO 
 Designation and Terms of the 2011 Notes 
 Section 201. Establishment of Series

 There is hereby created a series of Securities to be known and designated as the “7.20% Notes Due 2011” (the “Initial
2011 Notes”), and, when and if issued pursuant to the Registration Rights Agreement, for Initial 2011 Notes, the “7.20% Notes due 2011” (such notes together with the Initial 2011 Notes, the “2011 Notes”) which
shall rank equally with each other and all other unsecured and unsubordinated indebtedness of the Company. For the purposes of the Original Indenture, the 2011 Notes shall constitute a single series of Securities. 
 Section 202. Variations in Terms of the 2011 Notes 
 Subject to the terms and conditions set forth in the Original Indenture and in this First Supplemental Indenture, the terms of any particular 2011 Note may vary from the terms of any other 2011 Note as contemplated by
Section 3.01 of the Original Indenture, and the terms for a particular 2011 Note will be set forth in such 2011 Note as delivered to the Trustee or an Authenticating Agent for authentication pursuant to Section 3.03 of the Original
Indenture. 
 Section 203. Amount and Denominations; the Depositary 
 (a) The initial principal amount of 2011 Notes that may be issued under this First Supplemental Indenture shall be $171,872,000. Additional 2011 Notes may
be issued under this First Supplemental Indenture in unlimited principal amounts as permitted by the Original Indenture. The authorized denominations of 2011 Notes shall be $1,000 or integral multiples of $1,000 in excess thereof. 
 (b) The 2011 Notes shall be issuable only in fully registered form, without coupons, and will initially be registered in the name of the Depositary or
its nominee who is hereby designated as “U.S. Depositary” under the Original Indenture. 
 Section 204. Stated Maturity

 The Stated Maturity of the principal amount of the 2011 Notes shall be May 1, 2011. 
 Section 205. Interest Rates and Interest Payment Dates 
 (a) Interest Rate. The 2011 Notes shall bear interest at the annual rate of 7.20% from the Original Issue Date to the date on which the principal shall become due on the Stated Maturity, and if such principal
is not fully paid on the Stated Maturity, until such principal is paid in full. Interest on the 2011 Notes will be payable semi-annually on each Interest Payment Date, commencing on May 1, 2008. Such interest will be payable to the holder
thereof as of the related Record Date. 
 (b) Computation of Interest. The amount of interest payable for any period will be computed
on the basis of a year of 360 days consisting of twelve 30-day months. Except for the 

  

 4 








 
effect of any adjustment in the Interest Payment Date as provided in the following sentence, the amount of interest payable for any period shorter than a
full six-month period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 180-day period. If any Interest Payment Date would otherwise be a day that is not a Business Day, the payment required
to be made on such Interest Payment Date will be postponed to the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date to the date of such payment on the next succeeding
Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Interest Payment Date.

 Section 206. Form and Other Terms of the 2011 Notes 
 (a) Attached hereto as Exhibit A-1 is the form of 2011 Note, which form is hereby established as the form in which the 2011 Notes may be issued and
which shall be completed with the series designation, Stated Maturity, interest rate and CUSIP number applicable to the 2011 Notes upon such issuance. Each Initial 2011 Note and any 2011 Note constituting a Restricted Security shall also bear the
legend set forth in Exhibit B-1. 2011 Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall also bear the legend set forth in Exhibit B-2. 
 (b) Subject to (a) above, any 2011 Note may be issued in such other form as may be provided by, or not inconsistent with, the terms of the Original
Indenture and this First Supplemental Indenture. 
 Section 207. Authentication and Delivery 
 As provided in and pursuant to Section 3.03 of the Original Indenture, each time that the Company delivers 2011 Notes to the Trustee or
Authenticating Agent for authentication after the initial issuance of 2011 Notes under this Indenture, the Company shall deliver a Supplemental Company Order in the form of Exhibit C to this First Supplemental Indenture (which form shall
be completed upon delivery with the series designation applicable to the 2011 Notes) for the authentication and delivery of such 2011 Notes and the Trustee or such Authenticating Agent shall authenticate and deliver such 2011 Notes. 
 Section 208. Redemption; No Sinking Fund 
 (a) The 2011 Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater of: 
 (i) 100% of the principal amount of 2011 Notes then outstanding to be redeemed, or 
 (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2011 Notes then outstanding to be
redeemed (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 25 basis points (0.25%), as calculated by an Independent Investment Banker, 
  

 5 








 plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date. 
 (b) The Company will mail a notice of redemption at least 30 days but no more than 60 days before the redemption date to each Holder of 2011 Notes to be
redeemed. If the Company elects to partially redeem the 2011 Notes, the Trustee will select in a fair and appropriate manner the 2011 Notes to be redeemed. 
 (c) Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2011 Notes or portions thereof called for redemption. 
 (d) The 2011 Notes are not entitled to the benefit of any sinking fund or analogous provision. 
 (e) For the purposes of this Article Two, the following terms shall have the following respective meanings: 
 “Adjusted Treasury Rate” means, with respect to any redemption date: 
 (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published
Federal Reserve Statistical Release designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, as
defined below, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or 
 (ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 
 The Adjusted Treasury Rate will be calculated on the
third Business Day preceding the redemption date. 
 “Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2011 Notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term of such 2011 Notes. 
  

 6 








 “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if an Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all
such quotations. 
 “Independent Investment Banker” means J.P. Morgan Securities Inc. or any of its respective successors,
as designated by the Company, or if all of those firms are unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company. 
 “Reference Treasury Dealer” means: 
 (i) J.P. Morgan Securities Inc., and each of its successors; provided that, if any such Reference Treasury Dealer ceases to be a primary U.S. Government securities dealer in New York City (a “Primary
Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and 
 (ii) up to four other Primary
Treasury Dealers selected by the Company. 
 ARTICLE THREE 
 Designation and Terms of the 2012 Notes 
 Section 301. Establishment of
Series 
 There is hereby created a series of Securities to be known and designated as the “7.00% Notes Due 2012” (the
“Initial 2012 Notes”), and, when and if issued pursuant to the Registration Rights Agreement, for Initial 2012 Notes, the “7.00% Notes due 2012” (such notes together with the Initial 2012 Notes, the “2012
Notes”) which shall rank equally with each other and all other unsecured and unsubordinated indebtedness of the Company. For the purposes of the Original Indenture, the 2012 Notes shall constitute a single series of Securities. 

Section 302. Variations in Terms of the 2012 Notes 
 Subject to the terms and conditions set forth in the Original Indenture and in this First Supplemental Indenture, the terms of any particular 2012 Note may vary from the terms of any other 2012 Note as contemplated by
Section 3.01 of the Original Indenture, and the terms for a particular 2012 Note will be set forth in such 2012 Note as delivered to the Trustee or an Authenticating Agent for authentication pursuant to Section 3.03 of the Original
Indenture. 
 Section 303. Amount and Denominations; the Depositary 
 (a) The initial principal amount of 2012 Notes that may be issued under this First Supplemental Indenture shall be $236,240,000. Additional 2012 Notes may
be issued under this First Supplemental Indenture in unlimited principal amounts as permitted by the Original Indenture. The authorized denominations of 2012 Notes shall be $1,000 or integral multiples of $1,000 in excess thereof. 
  

 7 








 (b) The 2012 Notes shall be issuable only in fully registered form, without coupons, and will initially
be registered in the name of the Depositary or its nominee who is hereby designated as “U.S. Depositary” under the Original Indenture. 
 Section 304. Stated Maturity 
 The Stated Maturity of the principal amount of the 2012 Notes shall be May 1, 2012.

 Section 305. Interest Rates and Interest Payment Dates 
 (a) Interest Rate. The 2012 Notes shall bear interest at the annual rate of 7.00% from the Original Issue Date to the date on which the principal
shall become due on the Stated Maturity, and if such principal is not fully paid on the Stated Maturity, until such principal is paid in full. Interest on the 2012 Notes will be payable semi-annually on each Interest Payment Date, commencing on
May 1, 2008. Such interest will be payable to the holder thereof as of the related Record Date. 
 (b) Computation of Interest.
The amount of interest payable for any period will be computed on the basis of a year of 360 days consisting of twelve 30-day months. Except for the effect of any adjustment in the Interest Payment Date as provided in the following sentence,
the amount of interest payable for any period shorter than a full six-month period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 180-day period. If any Interest Payment Date would
otherwise be a day that is not a Business Day, the payment required to be made on such Interest Payment Date will be postponed to the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such
Interest Payment Date to the date of such payment on the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with
the same force and effect as if made on such Interest Payment Date. 
 Section 306. Form and Other Terms of the 2012 Notes

 (a) Attached hereto as Exhibit A-2 is the form of 2012 Note, which form is hereby established as the form in which the 2012
Notes may be issued and which shall be completed with the series designation, Stated Maturity, interest rate and CUSIP number applicable to the 2012 Notes upon such issuance. Each Initial 2012 Note and any 2012 Note constituting a Restricted
Security shall also bear the legend set forth in Exhibit B-1. 2012 Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall also bear the legend set forth in Exhibit B-2. 
 (b) Subject to (a) above, any 2012 Note may be issued in such other form as may be provided by, or not inconsistent with, the terms of the Original
Indenture and this First Supplemental Indenture. 
 Section 307. Authentication and Delivery 
 As provided in and pursuant to Section 3.03 of the Original Indenture, each time that the Company delivers 2012 Notes to the Trustee or
Authenticating Agent for authentication after the 

  

 8 








 
initial issuance of 2012 Notes under this Indenture, the Company shall deliver a Supplemental Company Order in the form of Exhibit C to this
First Supplemental Indenture (which form shall be completed upon delivery with the series designation applicable to the 2012 Notes) for the authentication and delivery of such 2012 Notes and the Trustee or such Authenticating Agent shall
authenticate and deliver such 2012 Notes. 
 Section 308. Redemption; No Sinking Fund 
 (a) The 2012 Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater
of: 
 (i) 100% of the principal amount of 2012 Notes then outstanding to be redeemed, or 
 (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2012 Notes then outstanding to be
redeemed (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 25 basis points (0.25%), as calculated by an Independent Investment Banker, 
 plus, in either of the above cases, accrued and unpaid
interest thereon to the redemption date. 
 (b) The Company will mail a notice of redemption at least 30 days but no more than 60 days before
the redemption date to each Holder of 2012 Notes to be redeemed. If the Company elects to partially redeem the 2012 Notes, the Trustee will select in a fair and appropriate manner the 2012 Notes to be redeemed. 
 (c) Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2012 Notes or
portions thereof called for redemption. 
 (d) The 2012 Notes are not entitled to the benefit of any sinking fund or analogous provision.

 (e) For the purposes of this Article Three, the following terms shall have the following respective meanings: 
 “Adjusted Treasury Rate” means, with respect to any redemption date: 
 (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published
Federal Reserve Statistical Release designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, as
defined below, yields for the two published maturities most closely 

  

 9 








 
corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month); or 
 (ii) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 
 The Adjusted Treasury Rate will be
calculated on the third Business Day preceding the redemption date. 
 “Comparable Treasury Issue” means the United States
Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2012 Notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 2012 Notes. 
 “Comparable
Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if an Independent Investment Banker
obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. 
 “Independent Investment
Banker” means any of Banc of America Securities LLC, BNY Capital Markets, Inc., Credit Suisse First Boston Corporation or Citigroup Global Markets Inc. or any of their respective successors, as designated by the Company, or if all of those
firms are unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company 
 “Reference Treasury Dealer” means: 
 (i) Banc of America Securities, BNY Capital Markets, Inc.,
Credit Suisse First Boston Corporation and Citigroup Global Markets Inc. and each of their respective successors; provided that, if any such Reference Treasury Dealer ceases to be a primary U.S. Government securities dealer in New York City
(a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and 
 (ii) one
other Primary Treasury Dealer selected by the Company. 
 ARTICLE FOUR 
 Designation and Terms of the 2017 Notes 
 Section 401. Establishment of
Series 
 There is hereby created a series of Securities to be known and designated as the “6.572% Notes Due 2017” (the
“Initial 2017 Notes”), and, when and if issued pursuant to the Registration 

  

 10 








 
Rights Agreement, for Initial 2017 Notes, the “6.572% Notes due 2017” (such notes together with the Initial 2017 Notes, the “2017
Notes”) which shall rank equally with each other and all other unsecured and unsubordinated indebtedness of the Company. For the purposes of the Original Indenture, the 2017 Notes shall constitute a single series of Securities. 

Section 402. Variations in Terms of the 2017 Notes 
 Subject to the terms and conditions set forth in the Original Indenture and in this First Supplemental Indenture, the terms of any particular 2017 Note may vary from the terms of any other 2017 Note as contemplated by
Section 3.01 of the Original Indenture, and the terms for a particular 2017 Note will be set forth in such 2017 Note as delivered to the Trustee or an Authenticating Agent for authentication pursuant to Section 3.03 of the Original
Indenture. 
 Section 403. Amount and Denominations; the Depositary 
 (a) The initial principal amount of 2017 Notes that may be issued under this First Supplemental Indenture shall be $300,000,000. Additional 2017 Notes may
be issued under this First Supplemental Indenture in unlimited principal amounts as permitted by the Original Indenture. The authorized denominations of 2017 Notes shall be $1,000 or integral multiples of $1,000 in excess thereof. 
 (b) The 2017 Notes shall be issuable only in fully registered form, without coupons, and will initially be registered in the name of the Depositary or
its nominee who is hereby designated as “U.S. Depositary” under the Original Indenture. 
 Section 404. Stated Maturity

 The Stated Maturity of the principal amount of the 2017 Notes shall be November 1, 2017. 
 Section 405. Interest Rates and Interest Payment Dates 
 (a) Interest Rate. The 2017 Notes shall bear interest at the annual rate of 6.572% from the Original Issue Date to the date on which the principal shall become due on the Stated Maturity, and if such principal
is not fully paid on the Stated Maturity, until such principal is paid in full. Interest on the 2017 Notes will be payable semi-annually on each Interest Payment Date, commencing on May 1, 2008. Such interest will be payable to the holder
thereof as of the related Record Date. 
 (b) Computation of Interest. The amount of interest payable for any period will be computed
on the basis of a year of 360 days consisting of twelve 30-day months. Except for the effect of any adjustment in the Interest Payment Date as provided in the following sentence, the amount of interest payable for any period shorter than a full
six-month period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 180-day period. If any Interest Payment Date would otherwise be a day that is not a Business Day, the payment required to
be made on such Interest Payment Date will be postponed to the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date to the date of such payment on the next succeeding
Business 

  

 11 








 
Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such Interest Payment Date. 
 Section 406. Form and Other Terms of the 2017 Notes

 (a) Attached hereto as Exhibit A-3 is the form of 2017 Note, which form is hereby established as the form in which the 2017
Notes may be issued and which shall be completed with the series designation, Stated Maturity, interest rate and CUSIP number applicable to the 2017 Notes upon such issuance. Each Initial 2017 Note and any 2017 Note constituting a Restricted
Security shall also bear the legend set forth in Exhibit B-1. 2017 Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall also bear the legend set forth in Exhibit B-2. 
 (b) Subject to (a) above, any 2017 Note may be issued in such other form as may be provided by, or not inconsistent with, the terms of the Original
Indenture and this First Supplemental Indenture. 
 Section 407. Authentication and Delivery 
 As provided in and pursuant to Section 3.03 of the Original Indenture, each time that the Company delivers 2017 Notes to the Trustee or
Authenticating Agent for authentication after the initial issuance of 2017 Notes under this Indenture, the Company shall deliver a Supplemental Company Order in the form of Exhibit C to this First Supplemental Indenture (which form shall
be completed upon delivery with the series designation applicable to the 2017 Notes) for the authentication and delivery of such 2017 Notes and the Trustee or such Authenticating Agent shall authenticate and deliver such 2017 Notes. 
 Section 408. Redemption; No Sinking Fund 
 (a) The 2017 Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater of: 
 (i) 100% of the principal amount of 2017 Notes then outstanding to be redeemed, or 
 (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2017 Notes then outstanding to be
redeemed (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Treasury Rate,
plus 50 basis points (0.50%), as calculated by an Independent Investment Banker, 
 plus, in either of the above cases, accrued and unpaid interest thereon
to the redemption date. 
 (b) The Company will mail a notice of redemption at least 30 days but no more than 60 days before the redemption
date to each Holder of 2017 Notes to be redeemed. If the Company elects to partially redeem the 2017 Notes, the Trustee will select in a fair and appropriate manner the 2017 Notes to be redeemed. 
  

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 (c) Unless the Company defaults in payment of the redemption price, on and after the redemption date,
interest will cease to accrue on the 2017 Notes or portions thereof called for redemption. 
 (d) The 2017 Notes are not entitled to the
benefit of any sinking fund or analogous provision. 
 (e) For the purposes of this Article Four, the following terms shall have the
following respective meanings: 
 “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the 2017 Notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such Notes; provided, however, that if the remaining term of the 2017 Notes to be redeemed is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year will be used. 
 “Comparable Treasury Price” means
(1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if an Independent Investment Banker obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations. 
 “Independent Investment Banker” means Citigroup
Global Markets Inc. or J.P. Morgan Securities Inc. or any of their respective successors as designated by the Company, or if all of those firms are unwilling or unable to serve as such, an independent investment and banking institution of national
standing appointed by the Company 
 “Reference Treasury Dealer” means: 
 (i) Citigroup Global Markets Inc. or J.P. Morgan Securities Inc. or their respective successors; provided that, if any such
Reference Treasury Dealer ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and 
 (ii) up to three other Primary Treasury Dealers selected by the Company. 
 “Treasury Rate” means, as of any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as
of the second business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for that redemption date. 
  

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 ARTICLE FIVE 
 Special Transfer Restrictions 
 Section 501. Representation by Purchases of Initial Notes.

 Each purchaser of the Initial Notes will be deemed to have represented and agreed as follows (terms used in this Section 501 that
are defined in Rule 144A are used herein as defined therein): 
 (i) The purchaser is either: (A) a qualified
institutional buyer and is aware that the sale to it is being made in reliance on Rule 144A and such qualified institutional buyer is acquiring such securities for its own account or for the account of another qualified institutional buyer; or
(B) it or such investor account is a foreign purchaser outside the United States. 
 (ii) The purchaser understands that
the Initial Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Initial Notes have not been registered under the Securities Act and that (A) the
Initial Notes may be offered, resold, pledged or otherwise transferred only (1)(a) to a Person who the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) in a
transaction meeting the requirements of Rule 144 under the Securities Act, if available, (c) outside the United States to a foreign purchaser in a transaction meeting the requirements of Regulation S under the Securities Act, or (d) to an
“accredited investor” within the meaning of Rule 501 (a) (1), (2), (3) or (7) under the Securities Act, or Institutional Accredited Investor, that is purchasing at least $100,000 of securities for its own account or for
the account of an Institutional Accredited Investor (and based upon an opinion of counsel if the Company so requests), (2) to the Company or any of our Subsidiaries, or (3) under an effective registration statement and, in each case, in
compliance with any applicable securities laws of any State of the United States or any other applicable jurisdiction and (B) the purchaser will, and each subsequent holder is required to, notify any later purchaser from it of the resale
restrictions described in (A) above. If any resale or other transfer of any security is proposed to be made under clause (A)(1)(d) above while these transfer restrictions are in force then the transferor shall deliver a letter from the
transferee to the Company and the Trustee, as the case may be, which shall provide, among other things, that the transferee is an Institutional Accredited Investor and that it is acquiring the Initial Notes for investment purposes and not for
distribution in violation of the Securities Act. 
 (iii) The purchaser understands that the certificates evidencing the
Initial Notes will, unless otherwise agreed by the Company and the Holders of the Initial Notes, bear a legend substantially to the effect set forth in clause (ii) above. 
 (iv) If it is a purchaser in a sale that occurs outside the United States within the meaning of Regulation S, it acknowledges that until
the expiration of the “40-day distribution compliance period” within the meaning of Rule 903 of Regulation S, any offer or sale of the Initial Notes shall not be made by it to a U.S. Person or for the account or benefit of a U.S. Person
within the meaning of Rule 902(k) of the Securities Act. 
  

 14 








 (v) The purchaser agrees that the Security Registrar is not required to register any
proposed transfer of a Restricted Security to a Non-U.S. Person unless it receives a certificate substantially in the form of Exhibit D from the proposed transferor and such certifications, legal opinions and other information as the Trustee
or the Company may reasonably request. 
 (vi) The purchaser acknowledges that the Trustee will not be required to accept for
registration of transfer any Initial Notes acquired by it, except upon presentation of evidence satisfactory to the Company and the Trustee that the restrictions set forth herein have been complied with. 
 Section 502. Restriction on Transfer. 
 The Initial Notes may not be sold or transferred to, and each purchaser by its purchase of the Initial Notes shall be deemed to have represented and covenanted that it is not acquiring the Initial Notes for or on behalf of or with the
assets of, and will not transfer the Initial Notes to, any employee benefit plan as defined in Section 3(3) of ERISA, except that such purchase for or on behalf or with the assets of an employee benefit plan shall be permitted: 
 (i) to the extent such purchase is made by or on behalf of a bank collective investment fund maintained by the purchaser in which no
employee benefit plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of ten percent of the total assets in such collective investment fund, and the conditions of Section III of
Prohibited Transaction Class Exemption 91-38 issued by the Department of Labor are satisfied; 
 (ii) to the extent such
purchase is made by or on behalf of an insurance company pooled separate account maintained by the purchaser in which, at any time while the Notes are outstanding, no employee benefit plan (together with any other plans maintained by the same
employer or employee organization) has an interest in excess of ten percent of the total of all assets in such pooled separate account, and the conditions of Section III of Prohibited Transaction Class Exemption 90-1 issued by the Department of
Labor are satisfied; 
 (iii) to the extent such purchase is made on behalf of or with the assets of an employee benefit plan
by (A) an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “1940 Act”), that had as of the last day of its most recent fiscal year total client assets under its management and control in
excess of $50,000,000 and had stockholders’ or partners’ equity in excess of $750,000, as shown in its most recent balance sheet prepared in accordance with generally accepted accounting principles, or (B) a bank as defined in
Section 202(a)(2) of the 1940 Act that has the power to manage, acquire or dispose of assets of the plan and which bank has equity capital in excess of $1,000,000 as of the last day of its most recent fiscal year, or (C) an insurance
company which is qualified under the laws of more than one state to manage, 

  

 15 








 
acquire or dispose of any assets of a pension or welfare plan, which insurance company has as of the last day of its most recent fiscal year, net worth in
excess of $1,000,000 and which is subject to supervision and examination by a state authority having supervision over insurance companies, and, in any case, such investment adviser, bank, or insurance company is otherwise a qualified professional
asset manager (“QPAM”), as such term is used in Prohibited Transaction Class Exemption 84-14 issued by the Department of Labor, and the assets of such plan when combined with the assets of other plans established or maintained by
the same employer (or affiliate thereof) or employee organization and managed by the QPAM, do not represent more than 20% of the total client assets managed by the QPAM at the time of the transaction, and the other applicable conditions of such
exemption are otherwise satisfied; 
 (iv) to the extent such plan is a governmental plan (as defined in Section 3(32) of
ERISA), a church plan (as defined in Section 3(33) of ERISA), a foreign benefit plan, or other plan which is not subject to the provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the
“Code”); 
 (v) to the extent such purchase is made by or on behalf of an insurance company using the assets
of its general account, the reserves and liabilities for the general account contracts held by or on behalf of any plan, together with any other plans maintained by the same employer (or its affiliates) or employee organization, do not exceed ten
percent of the total reserves and liabilities of the insurance company general account (exclusive of separate account liabilities), plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the
state of domicile of the insurer, in accordance with Prohibited Transaction Class Exemption 95-60, and the conditions of Sections I and IV of such exemption are otherwise satisfied; 
 (vi) to the extent such purchase is made by an in-house asset manager within the meaning of Part IV(a) of Prohibited Transaction Class
Exemption 96-23, such manager has made or properly authorized the decision for such plan to purchase Notes, under circumstances such that Prohibited Transaction Class Exemption 96-23 is applicable and satisfied with respect to the purchase and
holding of such Notes; or 
 (vii) to the extent such purchase will not otherwise give rise to a transaction described in
Section 406 of ERISA or Section 4975(c)(1) of the Code for which a statutory or administrative exemption is unavailable. 
 Section 503. Reports by the Guarantor 
 So long as any of the Notes are Restricted Securities, the Guarantor will,
during any period in which it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each Holder of Notes
and to each prospective purchaser (as designated by such Holder) of Notes, upon the request of such Holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act. 
  

 16 








 ARTICLE SIX 
 Additional Event of Default 
 As contemplated by Section 8.01(8) of the Original Indenture, the
following event, in addition to those set forth in Section 8.01 of the Original Indenture, shall constitute an Event of Default with respect to the Notes for all purposes of the Indenture: 
 The Company fails to pay any Additional Payments on the Notes when any of such Additional Payments become due and payable, and continuance of such default
for a period of 30 days. 
 ARTICLE SEVEN 
 Miscellaneous 
 Section 701. Effect On Original Indenture 
 The First Supplemental Indenture is a supplement to the Original Indenture. As supplemented by this First Supplemental Indenture, the Original Indenture
is in all respects ratified, approved and confirmed, and the Original Indenture and this First Supplemental Indenture shall together constitute one and the same instrument. 
 Section 702. Counterparts 
 This
First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 
 Section 703. Recitals and Issuance of Notes 
 The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of
this First Supplemental Indenture. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof. 
 Section 704. Governing Law 
 This First Supplemental Indenture shall be governed by and construed
in accordance with the laws of the jurisdiction that govern the Original Indenture and its construction. 
 [The balance of this page
intentionally left blank.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly
executed as of the date and year first written above. 
  

			
	TECO FINANCE, INC.
		
	By:	 	 /s/ Sandra W. Callahan

	Name:	 	Sandra W. Callahan
	Title:	 	Vice President, Treasurer and Assistant Secretary
	
	TECO ENERGY, INC.
		
	By:	 	 /s/ Sandra W. Callahan

	Name:	 	Sandra W. Callahan
	Title:	 	Vice President – Treasury and Risk Management (Treasurer and Chief Financial Officer) and Assistant Secretary
	
	THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE
		
	By:	 	 /s/ Geraldine Creswell

	Name:	 	Geraldine Creswell
	Title:	 	Assistant Treasurer


  

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 EXHIBIT A-1 
 FORM OF NOTE 
  

			
	 CUSIP NO.:             
	  	PRINCIPAL AMOUNT: $                     
	 REGISTERED NO.     
	  	

 TECO FINANCE, INC. 
 7.20% Notes Due 2011 
  

	x	Check this box if the Note is a Global Note. 

 Applicable
if the Note is a Global Note: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THIS NOTE IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, OR ANY SUCCESSOR DEPOSITARY
(“DEPOSITARY”), AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. 
  

  
 ORIGINAL ISSUE DATE: 
 December 21, 2007 
 ISSUE PRICE: 100% (as a percentage of
principal amount) 
 STATED MATURITY: 
 May 1, 2011

 INTEREST RATE: 7.20% per annum. 

 INTEREST PAYMENT DATES: 
 May 1 and November 1 of each year, commencing May 1, 2008. 
 SPECIFIED CURRENCY: U.S. dollars 
 AUTHORIZED DENOMINATIONS: N/A (Only applicable if specified currency is other than U.S. dollars.)


 SINKING FUND: None 
 YIELD TO MATURITY: N/A 
 REDEMPTION: Redeemable in whole or in
part, at the Company’s option, from time to time at the Redemption Price described on the reverse of this Note. 
 DEPOSITARY: The Depository
Trust Company, or any successor depositary. 









 TECO FINANCE, INC., a corporation duly organized and existing under the laws of the State of Florida
(herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
set forth on the face of this Note on the Stated Maturity, upon the presentation and surrender hereof at the principal corporate trust office of The Bank of New York Trust Company, N.A., or its successor in trust (the “Trustee”) or
such other office as the Trustee has designated in writing, and to pay interest on the unpaid principal balance hereof at a rate per annum (computed based on a 360-day year consisting of twelve 30-day months) equal to the Interest Rate set forth on
the face of this Note for the period from the Original Issue Date to, but excluding, the Stated Maturity. 
 Interest will be payable on the
Interest Payment Dates to the Person in whose name this Note is registered at the close of business on the related Record Date, which is the fifteenth calendar day (whether or not a Business Day) immediately preceding the related Interest Payment
Date. In each case, payments shall be made in accordance with the provisions hereof, until the principal hereof is paid or duly made available for payment. 
 Payment of the principal of (and premium, if any) and any such interest on this Note shall be made in immediately available funds at the office or agency of the Company maintained for that purpose in the City of New
York in the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 TECO Energy, Inc. a corporation duly organized and existing under the laws of the State of Florida (herein called the “Guarantor”), has fully and unconditionally guaranteed the payment of principal, premium,
if any, and interest on this Note. 
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  

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 IN WITNESS WHEREOF, TECO FINANCE, INC. has caused this instrument to be duly executed. 
 Dated:                     , 20    

  

									
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 		 	TECO FINANCE, INC.
				
	This is one of the series designated therein referred to in the within-mentioned Indenture.	 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	
				
	THE BANK OF NEW YORK TRUST COMPANY N.A.,	 		 		 	
	as Authenticating Agent for the Trustee	 		 		 	
					
	By:	 	  
	 		 		 	
		 	        Authorized signatory	 		 		 	

 Note Signature Page 







 (REVERSE OF NOTE) 
 TECO FINANCE, INC. 
 7.20% Notes Due 2011 
 This Note is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued under an
Indenture dated as of December 21, 2007, as supplemented by the First Supplemental Indenture, dated as of December 21, 2007 (as such has been or shall be amended or supplemented, the “Indenture”), among the Company, TECO
Energy, Inc. (the “Guarantor”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for
a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note
is one of the securities of the series designated on the face hereof. 
 DEFINITIONS 
 The following terms, as used herein, have the following meanings unless the context or use clearly indicates another or different meaning or intent:

 “Adjusted Treasury Rate” means, with respect to any redemption date: 
  

	 	(i)	the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published Federal Reserve Statistical Release designated
“H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, as defined below, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or


  

	 	(ii)	if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date. 

 The Adjusted Treasury Rate will be calculated on the third Business Day preceding the redemption date. 
 “Business Day” shall mean any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking
institutions are authorized or obligated by law or executive order to close in the City of New York. 







 “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes (the “Remaining Life”). 
 “Comparable Treasury
Price” means (1) the average of five Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if an Independent Investment Banker obtains
fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. 
 “Depositary” shall mean
The Depository Trust Company or any successor depositary. 
 “Independent Investment Banker” means J.P. Morgan Securities
Inc. and its successors, or if that firm is unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company. 
 “Interest Payment Date” shall mean the date on which interest on this Note is paid, which date(s) are set forth on the face of this
Note. 
 “Reference Treasury Dealer” means: 
 (i) J.P. Morgan Securities Inc. and its successors; provided that, if J.P. Morgan Securities Inc. ceases to be a primary U.S. Government
securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and 
 (ii) up to four other Primary Treasury Dealers selected by the Company. 
 “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to an Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 
 INTEREST RATE 
 This Note will bear interest at the rate per annum (computed
based on a 360-day year consisting of twelve 30-day months) identified on the face of this Note. Except for the effect of any adjustment in the Interest Payment Date as provided in the following sentence, the amount of interest payable for any
period shorter than a full six-month period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 180-day period. If any Interest Payment Date would otherwise be a day that is not a Business
Day, the payment required to be made on such Interest Payment Date will be postponed to the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date to the date of such
payment on the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on
such Interest Payment Date. 







 OPTIONAL REDEMPTION 
 The Notes are subject to redemption, in whole or in part, at any time, and at the option of the Company, at a redemption price equal to the greater of: 
  

	 	(i)	100% of the principal amount of the Notes then outstanding to be redeemed, or 

  

	 	(ii)	the sum of the present values of the remaining scheduled payments of principal and interest on the Notes then outstanding to be redeemed (not including any portion of such payments
of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points (0.25%), as calculated
by an Independent Investment Banker, 

 plus, in either of the above cases, accrued and unpaid interest thereon to the Redemption Date (the
“Redemption Price”). 
 The Company will mail a notice of redemption at least 30 days but no more than 60 days before the
Redemption Date to each Holder of the Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select in a fair and appropriate manner the Notes to be redeemed. 
 Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions
thereof called for redemption. 
 The Notes are not entitled to the benefit of any sinking fund or analogous provision. 
 TRANSFER OR EXCHANGE 
 As provided in
the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any
place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or
transferees. 
 The Notes are issuable only in registered form without coupons and, except for such Notes issued in book-entry form, only in
denominations of $1,000 and any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations herein and therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of
like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for
any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 







 Prior to due presentment of this Note for registration of transfer, the Company or the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary. 
 OTHER PROVISIONS 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be affected and of the Holders of 66  2/3% in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series
at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. To the extent
permitted by law, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
 No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in
the coin or currency, herein prescribed. 
 All terms used in this Note that are defined in the Indenture shall have the meanings assigned to
them in the Indenture. 
 This Note shall be governed by and construed in accordance with the laws of The State of New York. 







 ABBREVIATIONS 
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

													
	 TEN COM
	 		  		  		  	as tenants in common
	 TEN ENT
	 		  		  		  	as tenants by the entireties
	 JT TEN
	 		  		  		  	as joint tenants with right of survivorship and not as tenants in common
	UNIF GIFT MIN ACT—	 	                     	  	CUSTODIAN	  	                     	  	 under Uniform Gifts to Minors Act

		 	(Custodian)	  		  	  (Minor)	  		  		  	
					
		 	
                                    	  		  		  	
		 	(State)	  		  		  	

 Additional abbreviations may also be used though not in the above list. 
 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 
 Please Insert Social Security or 
 Other Identifying Number of Assignee 
  

					
	 	 		 	

  

 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 
  

  

 the within Security of TECO FINANCE, INC. and does
hereby irrevocably constitute and appoint                     
                    
                     attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. 

 

									
	 Dated:
	 	  
	 		 	  
	 	
					
	  	 	  	 	  	 	  
 	 	  

 NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or any change whatsoever. 







 EXHIBIT A-2 
 FORM OF NOTE 
  

			
	 CUSIP NO.:             
	  	PRINCIPAL AMOUNT: $                     
	 REGISTERED NO.     
	  	

 TECO FINANCE, INC. 
 7.00% Notes Due 2012 
  

	x	Check this box if the Note is a Global Note. 

 Applicable
if the Note is a Global Note: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THIS NOTE IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, OR ANY SUCCESSOR DEPOSITARY
(“DEPOSITARY”), AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. 
  

  
 ORIGINAL ISSUE DATE: 
 December 21, 2007 
 ISSUE PRICE: 100% (as a percentage of
principal amount) 
 STATED MATURITY: 
 May 1, 2012

 INTEREST RATE: 7.00% per annum. 

 INTEREST PAYMENT DATES: 
 May 1 and November 1 of each year, commencing May 1, 2008. 
 SPECIFIED CURRENCY: U.S. dollars 
 AUTHORIZED DENOMINATIONS: N/A (Only applicable if specified currency is other than U.S. dollars.)


 SINKING FUND: None 
 YIELD TO MATURITY: N/A 
 REDEMPTION: Redeemable in whole or in
part, at the Company’s option, from time to time at the Redemption Price described on the reverse of this Note. 
 DEPOSITARY: The Depository
Trust Company, or any successor depositary. 









 TECO FINANCE, INC., a corporation duly organized and existing under the laws of the State of Florida
(herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
set forth on the face of this Note on the Stated Maturity, upon the presentation and surrender hereof at the principal corporate trust office of The Bank of New York Trust Company, N.A., or its successor in trust (the “Trustee”) or
such other office as the Trustee has designated in writing, and to pay interest on the unpaid principal balance hereof at a rate per annum (computed based on a 360-day year consisting of twelve 30-day months) equal to the Interest Rate set forth on
the face of this Note for the period from the Original Issue Date to, but excluding, the Stated Maturity. 
 Interest will be payable on the
Interest Payment Dates to the Person in whose name this Note is registered at the close of business on the related Record Date, which is the fifteenth calendar day (whether or not a Business Day) immediately preceding the related Interest Payment
Date. In each case, payments shall be made in accordance with the provisions hereof, until the principal hereof is paid or duly made available for payment. 
 Payment of the principal of (and premium, if any) and any such interest on this Note shall be made in immediately available funds at the office or agency of the Company maintained for that purpose in the City of New
York in the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 TECO Energy, Inc. a corporation duly organized and existing under the laws of the State of Florida (herein called the “Guarantor”), has fully and unconditionally guaranteed the payment of principal, premium,
if any, and interest on this Note. 
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 







 IN WITNESS WHEREOF, TECO FINANCE, INC. has caused this instrument to be duly executed. 
 Dated:                     , 20    

  

									
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 		 	TECO FINANCE, INC.
				
	This is one of the series designated therein referred to in the within-mentioned Indenture.	 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	
				
	THE BANK OF NEW YORK TRUST COMPANY N.A.,	 		 		 	
	as Authenticating Agent for the Trustee	 		 		 	
					
	By:	 	  
	 		 		 	
		 	        Authorized signatory	 		 		 	

 Note Signature Page 







 (REVERSE OF NOTE) 
 TECO FINANCE, INC. 
 7.00% Notes Due 2012 
 This Note is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued under an
Indenture dated as of December 21, 2007, as supplemented by the First Supplemental Indenture, dated as of December 21, 2007 (as such has been or shall be amended or supplemented, the “Indenture”), among the Company, TECO
Energy, Inc. (the “Guarantor”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for
a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note
is one of the securities of the series designated on the face hereof. 
 DEFINITIONS 
 The following terms, as used herein, have the following meanings unless the context or use clearly indicates another or different meaning or intent:

 “Adjusted Treasury Rate” means, with respect to any redemption date: 
  

	 	(i)	the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published Federal Reserve Statistical Release designated
“H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, as defined below, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or


  

	 	(ii)	if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date. 

 The Adjusted Treasury Rate will be calculated on the third Business Day preceding the redemption date. 
 “Business Day” shall mean any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking
institutions are authorized or obligated by law or executive order to close in the City of New York. 







 “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes (the “Remaining Life”). 
 “Comparable Treasury
Price” means (1) the average of five Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if an Independent Investment Banker obtains
fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. 
 “Depositary” shall mean
The Depository Trust Company or any successor depositary. 
 “Independent Investment Banker” means any of Banc of America
Securities LLC, BNY Capital Markets, Inc., Credit Suisse First Boston Corporation or Citigroup Global Markets Inc. or any of their respective successors, as designated by the Company, or if all of the firms are unwilling or unable to serve as such,
an independent investment and banking institution of national standing appointed by the Company. 
 “Interest Payment Date”
shall mean the date on which interest on this Note is paid, which date(s) are set forth on the face of this Note. 
 “Reference
Treasury Dealer” means: 
 (i) Banc of America Securities LLC, BNY Capital Markets, Inc., Credit Suisse First Boston Corporation,
Citigroup Global Markets Inc. and each of their respective successors; provided that, if any such Reference Treasury Dealer ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the
Company will substitute another Primary Treasury Dealer; and 
 (ii) one other Primary Treasury Dealer selected by the Company. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker at 5:00 p.m., New
York City time, on the third Business Day preceding such Redemption Date. 
 INTEREST RATE 
 This Note will bear interest at the rate per annum (computed based on a 360-day year consisting of twelve 30-day months) identified on the face of this
Note. Except for the effect of any adjustment in the Interest Payment Date as provided in the following sentence, the amount of interest payable for any period shorter than a full six-month period for which interest is computed, will be computed on
the basis of the actual number of days elapsed in such a 180-day period. If any Interest Payment Date would otherwise be a day that is not a Business Day, the payment required to be made on such Interest Payment Date will be postponed to the next
succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day, except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Interest Payment Date. 







 OPTIONAL REDEMPTION 
 The Notes are subject to redemption, in whole or in part, at any time, and at the option of the Company, at a redemption price equal to the greater of: 
  

	 	(iii)	100% of the principal amount of the Notes then outstanding to be redeemed, or 

  

	 	(iv)	the sum of the present values of the remaining scheduled payments of principal and interest on the Notes then outstanding to be redeemed (not including any portion of such payments
of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points (0.25%), as calculated
by an Independent Investment Banker, 

 plus, in either of the above cases, accrued and unpaid interest thereon to the Redemption Date (the
“Redemption Price”). 
 The Company will mail a notice of redemption at least 30 days but no more than 60 days before the
Redemption Date to each Holder of the Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select in a fair and appropriate manner the Notes to be redeemed. 
 Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions
thereof called for redemption. 
 The Notes are not entitled to the benefit of any sinking fund or analogous provision. 
 TRANSFER OR EXCHANGE 
 As provided in
the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any
place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or
transferees. 
 The Notes are issuable only in registered form without coupons and, except for such Notes issued in book-entry form, only in
denominations of $1,000 and any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations herein and therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of
like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 







 No service charge shall be made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due
presentment of this Note for registration of transfer, the Company or the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 OTHER PROVISIONS 

 The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of
a majority in principal amount of the Securities at the time Outstanding of each series to be affected and of the Holders of 66  2/3% in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. To the
extent permitted by law, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
 No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed. 
 All terms used in this Note that are defined in the Indenture shall have the
meanings assigned to them in the Indenture. 
 This Note shall be governed by and construed in accordance with the laws of The State of New
York. 







 ABBREVIATIONS 
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

													
	 TEN COM
	 		  		  		  	as tenants in common
	 TEN ENT
	 		  		  		  	as tenants by the entireties
	 JT TEN
	 		  		  		  	as joint tenants with right of survivorship and not as tenants in common
	UNIF GIFT MIN ACT—	 	                     	  	CUSTODIAN	  	                     	  	 under Uniform Gifts to Minors Act

		 	(Custodian)	  		  	  (Minor)	  		  		  	
					
		 	
                                    	  		  		  	
		 	(State)	  		  		  	

 Additional abbreviations may also be used though not in the above list. 
 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 
 Please Insert Social Security or 
 Other Identifying Number of Assignee 
  

					
	 	 		 	

  

 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 
  

  

 the within Security of TECO FINANCE, INC. and does
hereby irrevocably constitute and appoint                     
                    
                     attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. 

 

									
	 Dated:
	 	  
	 		 	  
	 	
					
	  	 	  	 	  	 	  
 	 	  

 NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or any change whatsoever. 







 EXHIBIT A-3 
 FORM OF NOTE 
  

			
	 CUSIP NO.:             
	  	PRINCIPAL AMOUNT: $                     
	 REGISTERED NO.     
	  	

 TECO FINANCE, INC. 
 6.572% Notes Due 2017 
  

	x	Check this box if the Note is a Global Note. 

 Applicable
if the Note is a Global Note: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THIS NOTE IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, OR ANY SUCCESSOR DEPOSITARY
(“DEPOSITARY”), AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. 
  

  
 ORIGINAL ISSUE DATE: 
 December 21, 2007 
 ISSUE PRICE: 100% (as a percentage of
principal amount) 
 STATED MATURITY: 
 November 1, 2017

 INTEREST RATE: 6.572% per annum. 

 INTEREST PAYMENT DATES: 
 May 1 and November 1 of each year, commencing May 1, 2008. 
 SPECIFIED CURRENCY: U.S. dollars 
 AUTHORIZED DENOMINATIONS: N/A (Only applicable if specified currency is other than U.S. dollars.)


 SINKING FUND: None 
 YIELD TO MATURITY: N/A 
 REDEMPTION: Redeemable in whole or in
part, at the Company’s option, from time to time at the Redemption Price described on the reverse of this Note. 
 DEPOSITARY: The Depository
Trust Company, or any successor depositary. 









 TECO FINANCE, INC., a corporation duly organized and existing under the laws of the State of Florida
(herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
set forth on the face of this Note on the Stated Maturity, upon the presentation and surrender hereof at the principal corporate trust office of The Bank of New York Trust Company, N.A., or its successor in trust (the “Trustee”) or
such other office as the Trustee has designated in writing, and to pay interest on the unpaid principal balance hereof at a rate per annum (computed based on a 360-day year consisting of twelve 30-day months) equal to the Interest Rate set forth on
the face of this Note for the period from the Original Issue Date to, but excluding, the Stated Maturity. 
 Interest will be payable on the
Interest Payment Dates to the Person in whose name this Note is registered at the close of business on the related Record Date, which is the fifteenth calendar day (whether or not a Business Day) immediately preceding the related Interest Payment
Date. In each case, payments shall be made in accordance with the provisions hereof, until the principal hereof is paid or duly made available for payment. 
 Payment of the principal of (and premium, if any) and any such interest on this Note shall be made in immediately available funds at the office or agency of the Company maintained for that purpose in the City of New
York in the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 TECO Energy, Inc. a corporation duly organized and existing under the laws of the State of Florida (herein called the “Guarantor”), has fully and unconditionally guaranteed the payment of principal, premium,
if any, and interest on this Note. 
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 







 IN WITNESS WHEREOF, TECO FINANCE, INC. has caused this instrument to be duly executed. 
 Dated:                     , 20    

  

									
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 		 	TECO FINANCE, INC.
				
	This is one of the series designated therein referred to in the within-mentioned Indenture.	 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	
				
	THE BANK OF NEW YORK TRUST COMPANY N.A.,	 		 		 	
	as Authenticating Agent for the Trustee	 		 		 	
					
	By:	 	  
	 		 		 	
		 	        Authorized signatory	 		 		 	

 Note Signature Page 







 (REVERSE OF NOTE) 
 TECO FINANCE, INC. 
 6.572% Notes Due 20     
 This Note is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued under an
Indenture dated as of December 21, 2007, as supplemented by the First Supplemental Indenture, dated as of December 21, 2007 (as such has been or shall be amended or supplemented, the “Indenture”), among the Company, TECO
Energy, Inc. (the “Guarantor”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for
a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note
is one of the securities of the series designated on the face hereof. 
 DEFINITIONS 
 The following terms, as used herein, have the following meanings unless the context or use clearly indicates another or different meaning or intent:

 “Business Day” shall mean any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which
banking institutions are authorized or obligated by law or executive order to close in the City of New York. 
 “Comparable Treasury
Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes; provided, however, that if the remaining term of the Notes to be redeemed is less than one year,
the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 
 “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if an
Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. 
 “Depositary” shall mean The Depository Trust Company or any successor depositary. 
 “Independent
Investment Banker” means any of Citigroup Global Markets Inc. or J.P. Morgan Securities Inc. or any of their respective successors, as designated by the Company, or if all of those firms are unwilling or unable to serve as such, an
independent investment and banking institution of national standing appointed by the Company. 
 “Interest Payment Date”
shall mean the date on which interest on this Note is paid, which date(s) are set forth on the face of this Note. 







 “Reference Treasury Dealer” means: 
 (i) Citigroup Global Markets Inc. or J.P. Morgan Securities Inc., and each of their respective successors; provided that, if any such Reference Treasury
Dealer ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and 
 (ii) up to three other Primary Treasury Dealers selected by the Company 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by an Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such
Redemption Date. 
 “Treasury Rate” means, as of any redemption date, the rate per annum equal to the semiannual equivalent
yield to maturity (computed as of the second business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for that redemption date. 
 INTEREST RATE 
 This Note will bear interest at the rate per annum (computed based on a 360-day year consisting of twelve 30-day months) identified on the face of this
Note. Except for the effect of any adjustment in the Interest Payment Date as provided in the following sentence, the amount of interest payable for any period shorter than a full six-month period for which interest is computed, will be computed on
the basis of the actual number of days elapsed in such a 180-day period. If any Interest Payment Date would otherwise be a day that is not a Business Day, the payment required to be made on such Interest Payment Date will be postponed to the next
succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day, except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Interest Payment Date. 
 OPTIONAL REDEMPTION 
 The Notes are subject to redemption, in whole or in part,
at any time, and at the option of the Company, at a redemption price equal to the greater of: 
  

	 	(v)	100% of the principal amount of the Notes then outstanding to be redeemed, or 

  

	 	(vi)	the sum of the present values of the remaining scheduled payments of principal and interest on the Notes then outstanding to be redeemed (not including any portion of such payments
of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 50 basis points (0.50%), as calculated by an
Independent Investment Banker, 








 plus, in either of the above cases, accrued and unpaid interest thereon to the Redemption Date (the “Redemption
Price”). 
 The Company will mail a notice of redemption at least 30 days but no more than 60 days before the Redemption Date to
each Holder of the Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select in a fair and appropriate manner the Notes to be redeemed. 
 Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions
thereof called for redemption. 
 The Notes are not entitled to the benefit of any sinking fund or analogous provision. 
 TRANSFER OR EXCHANGE 
 As provided in
the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any
place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or
transferees. 
 The Notes are issuable only in registered form without coupons and, except for such Notes issued in book-entry form, only in
denominations of $1,000 and any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations herein and therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of
like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for
any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Note for registration of transfer, the Company or the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 







 OTHER PROVISIONS 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be affected and of the Holders of 66  2/3% in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series
at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. To the extent
permitted by law, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
 No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in
the coin or currency, herein prescribed. 
 All terms used in this Note that are defined in the Indenture shall have the meanings assigned to
them in the Indenture. 
 This Note shall be governed by and construed in accordance with the laws of The State of New York. 







 ABBREVIATIONS 
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

													
	 TEN COM
	 		  		  		  	as tenants in common
	 TEN ENT
	 		  		  		  	as tenants by the entireties
	 JT TEN
	 		  		  		  	as joint tenants with right of survivorship and not as tenants in common
	UNIF GIFT MIN ACT—	 	                     	  	CUSTODIAN	  	                     	  	 under Uniform Gifts to Minors Act

		 	(Custodian)	  		  	  (Minor)	  		  		  	
					
		 	
                                    	  		  		  	
		 	(State)	  		  		  	

 Additional abbreviations may also be used though not in the above list. 
 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 
 Please Insert Social Security or 
 Other Identifying Number of Assignee 
  

					
	 	 		 	

  

 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 
  

  

 the within Security of TECO FINANCE, INC. and does
hereby irrevocably constitute and appoint                     
                    
                     attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. 

 

									
	 Dated:
	 	  
	 		 	  
	 	
					
	  	 	  	 	  	 	  
 	 	  

 NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or any change whatsoever. 







 EXHIBIT B-1 
 LEGEND FOR INITIAL NOTES 
 THE SECURITY (OR ITS PREDECESSOR) EVIDENCED BY THIS CERTIFICATE WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE U.S. SECURITIES ACT OF 1933, AND THE SECURITY EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN
APPLICABLE EXEMPTION FROM THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED BY THIS CERTIFICATE (1) BY ITS ACQUISITION OF THE SECURITY REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE SECURITY EVIDENCED BY THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, AND (2) UNDERSTANDS THAT THE
SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED BY THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE
ISSUER AND THE GUARANTORS THAT (X) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, (C) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON
(AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER
THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”) THAT IS PURCHASING AT LEAST $100,000 OF SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR (AND BASED UPON AN OPINION OF COUNSEL IF THE
ISSUER SO REQUESTS), (2) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES OR (3) UNDER AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (Y) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED BY THIS CERTIFICATE OF THE RESALE RESTRICTIONS DESCRIBED IN (X) ABOVE. IN CONNECTION WITH
ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY OR IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER
(1) A LETTER FROM THE TRANSFEREE WHICH SHALL PROVIDE, AMONG 








 
OTHER THINGS, THAT THE TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS ACQUIRING THE SECURITIES FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND (2) SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 







 EXHIBIT B-2 
 REGULATION S LEGEND 
 THIS GLOBAL NOTE IS A GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW. 
 NO BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE. 







 EXHIBIT C 
 FORM OF SUPPLEMENTAL COMPANY ORDER 
 TECO FINANCE, INC. 
         % NOTES DUE 20     
 SUPPLEMENTAL COMPANY ORDER 
 Pursuant to
Section [207] [307] [407] of the First Supplemental Indenture, dated as of December 21, 2007, to the Indenture, dated as of December 21, 2007, as amended, you are instructed to prepare and authenticate a Note, of the series identified
above, in the principal amount of $                    . [The Note is being delivered in exchange for issued and outstanding Notes of the
series identified above.] 
 IN WITNESS WHEREOF, I have hereunto set my hand this      day of
            ,         . 
  

			
	TECO FINANCE, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	









 EXHIBIT D 
 FORM OF CERTIFICATE TO BE DELIVERED 
 IN CONNECTION WITH TRANSFERS 
 PURSUANT TO REGULATION S 
 [Date] 
 The Bank of New York Trust Company, N.A. 
 [Address] 
 Fax: 
 Attention: Corporate Trust Department 
  

	 	Re:	TECO Finance, Inc. (the “Company”)         % Notes due 20     (the “Notes”)


 Ladies and Gentlemen: 
 In connection with our
proposed sale of $[    ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, we represent that: 
 (1) the offer of the Notes was not made to a person in the United States; 
 (2) either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that
the transaction has been prearranged with a buyer in the United States; 
 (3) no directed selling efforts have been made in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; 
 (4) the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities Act; and 
 (5) we have advised the transferee of the transfer
restrictions applicable to the Notes. 
 You, as Trustee, the Company, counsel for the Company and others are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S. 
  

			
	Very truly yours,
	[Name of Transferor]
		
	By:	 	  

		 	Authorized Signatory