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                                                                    EXHIBIT 4.10


                                 TRUST AGREEMENT
                                       OF
                             TECO CAPITAL TRUST III

     This Trust Agreement, dated as of November 20, 2000, between TECO Funding
Company III, LLC, a Delaware Limited Liability Company, as "DEPOSITOR," The Bank
of New York, a New York banking corporation, and The Bank of New York
(Delaware), a Delaware banking corporation, as "TRUSTEES." The Depositor and the
Trustees hereby agree as follows:

     SECTION 1. THE TRUST. The trust created hereby shall be known as TECO
Capital Trust III (the "TRUST"), in which name the Trustees, or the Depositor to
the extent provided herein, may conduct the business of the Trust, make and
execute contracts, and sue and be sued.

     SECTION 2. THE TRUST ESTATE. The Depositor hereby assigns, transfers,
conveys and sets over to the Trustees the sum of $10. The Trustees hereby
acknowledge receipt of such amount in trust from the Depositor, which amount
shall constitute the initial trust estate. The Trustees hereby declare that they
will hold the trust estate in trust for the benefit of the holders of the
Preferred Securities (as defined below). It is the intention of the parties
hereto that the Trust created hereby constitute a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del. C. ss. 3801 et seq. (the "BUSINESS
TRUST ACT"), and that this document constitute the governing instrument of the
Trust. The Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance with the
provisions of the Business Trust Act.

     SECTION 3. AMENDED AND RESTATED TRUST AGREEMENT. The Depositor and the
Trustees will enter into an amended and restated Trust Agreement, satisfactory
to each such party and substantially in the form included as an exhibit to the
1933 Act Registration Statement (as defined below), to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Preferred Securities referred to therein. Prior to the execution and delivery of
such amended and restated Trust Agreement, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain, prior to such
execution and delivery, any licenses, consents or approvals required by
applicable law or otherwise.

     SECTION 4. CERTAIN AUTHORIZATION. The Depositor and the Trustees hereby
authorize the Depositor, as the sponsor of the Trust, (i) to file with the
Securities and Exchange Commission (the "COMMISSION") and execute, in each case
on behalf of the Trust, (a) the Registration Statement on Form S-3 (the "1933
ACT REGISTRATION STATEMENT"), including any pre-effective or post-effective
amendments to such 1933 Act Registration Statement (including the prospectus and
the exhibits contained therein), relating to the registration under the
Securities Act of 1933, as amended, of the preferred securities of the Trust
(the "PREFERRED SECURITIES") and possibly certain other securities and (b) a
Registration Statement on Form 8-A (the "1934 ACT REGISTRATION AGREEMENT")
(including all pre-effective and post-effective amendments thereto) relating to
the registration of the Preferred Securities of the Trust under Section 12(b) of
the Securities Exchange Act of 1934, as amended; (ii) to file with the New York
Stock Exchange or any other national stock exchange or The Nasdaq National
Market (each, an "EXCHANGE") and execute on behalf of the Trust one or more
listing applications and all other applications,





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statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on any of the
Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or blue sky
laws, and to obtain any permits under the insurance laws of such jurisdictions
as the Depositor on behalf of the Trust, may deem necessary or desirable; (iv)
to execute on behalf of the Trust letters or documents, or instruments for
filing with, a depository relating to the Preferred Securities; and (v) to
execute on behalf of the Trust one or more underwriting agreements with one or
more underwriters relating to the offering of the Preferred Securities.

     In the event that any filing referred to in clauses (i) through (iv) above
is required by the rules and regulations of the Commission, an Exchange or any
state securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, in their capacities as Trustees of the Trust, the Trustees are hereby
authorized to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing, it being understood that The Bank of New York and The
Bank of New York (Delaware), in their capacities as Trustees of the Trust, shall
not be required to join in any such filing or execute on behalf of the Trust any
such document. In connection with all of the foregoing, the Depositor and each
Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and
appoints Gordon L. Gillette and Sandra W. Callahan, and each of them, as his,
her or its, as the case may be, true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for the Depositor or in the
Depositor's name, place and stead, in any and all capacities, to sign the 1933
Act Registration Statement and any and all amendments (including post-effective
amendments) thereto and the 1934 Act Registration Statement and any and all
amendments (including post-effective amendments) thereto and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as the
Depositor might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their respective substitute
or substitutes, shall do or cause to be done by virtue hereof.

     SECTION 5. COUNTERPARTS. This Trust Agreement may be executed in one or
more counterparts.

     SECTION 6. TRUSTEES. The number of Trustees initially shall be two (2) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor which may increase
or decrease the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a natural person
who is a resident of the State of Delaware or, if not a natural person, an
entity which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any
Trustee at any time. A Trustee may resign upon thirty days' prior notice to the
Depositor.

     SECTION 7. DELAWARE TRUSTEE. The Bank of New York (Delaware), in its
capacity as Trustee, shall not have any of the powers or duties of the Trustees
set forth herein (except as may




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be required under the Business Trust Act) and shall be a Trustee of the Trust
for the sole purpose of satisfying the requirements of Section 3807(a) of the
Business Trust Act.

     SECTION 8. GOVERNING LAW. This Trust Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without regard
to conflict of laws principles).


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     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.

                                             TECO FUNDING COMPANY III, LLC,
                                               as Depositor


                                             By:  /s/ Gordon L. Gillette
                                                -------------------------------
                                                Name: Gordon L. Gillette
                                                Title:
                                                      -------------------------


                                             THE BANK OF NEW YORK,
                                               as Trustee


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


                                             THE BANK OF NEW YORK
                                               (DELAWARE),
                                               as Trustee


                                             By:  /s/ William T. Lewis
                                                -------------------------------
                                                Name: William T. Lewis
                                                Title: Senior Vice President





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