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                                                                     EXHIBIT 4.4



                               TECO ENERGY, INC.


                                      and


                              THE BANK OF NEW YORK
                                   As Trustee




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




                      _____________ SUPPLEMENTAL INDENTURE


                         dated as of ___________, 20___


                          Supplementing the Indenture


                          dated as of August 17, 1998



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


                                 $-------------


                    __% Junior Subordinated Notes Due ______


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                               TABLE OF CONTENTS


                                                                            PAGE

ARTICLE ONE       DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.....2

    Section 101.  Definitions.................................................2

    Section 102.  Section References..........................................4

ARTICLE TWO       DESIGNATION AND TERMS OF THE NOTES..........................4

    Section 201.  Establishment of Series.....................................4

    Section 202.  Maturity....................................................4

    Section 203.  Variations in Terms of Notes................................4

    Section 204.  Amount and Denominations....................................4

    Section 205.  Interest Rates and Interest Payment Dates...................6

    Section 206.  Extension of Interest Payment Period........................7

    Section 207.  Notice of Extension.........................................8

    Section 208.  Limitation of Amendments and Termination of the Indenture...8

    Section 209.  Limitation of Transactions..................................9

    Section 210.  Authentication and Delivery of the Notes....................9

    Section 211.  No Sinking Fund............................................10

    Section 212.  Appointment of Agents and the Depository...................10

    Section 213.  Redemption.................................................10

ARTICLE THREE     REDEMPTION OF THE NOTES....................................10

    Section 301.  Special Event Redemption...................................10

    Section 302.  Optional Redemption by Company.............................11

ARTICLE FOUR      ADDITIONAL COVENANTS OF THE COMPANY........................12

    Section 401.  Payment of Expenses........................................12

    Section 402.  Payment Upon Resignation or Removal........................13

    Section 403.  Covenant to List on Exchange...............................13

ARTICLE FIVE      SUBORDINATION..............................................13

    Section 501.  Subordination..............................................13

    Section 502.  Default on Senior Indebtedness.............................13

    Section 503.  Liquidation; Dissolution; Bankruptcy.......................14

    Section 504.  Subrogation................................................15


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                               TABLE OF CONTENTS

                                  (CONTINUED)

                                                                            PAGE


    Section 505.  Trustee to Effectuate Subordination........................16

    Section 506.  Notice by the Company......................................16

    Section 507.  Rights of the Trustee; Holders of Senior Indebtedness......17

    Section 508.  Subordination May Not Be Impaired..........................17

ARTICLE SIX       EVENTS OF DEFAULT WITH RESPECT TO THE NOTES................18

    Section 601.  Definition.................................................18

    Section 602.  Acceleration...............................................18

    Section 603.  Suits......................................................19

ARTICLE SEVEN     AMENDMENT TO ORIGINAL INDENTURE............................19

    Section 701.  Amendment to Section 801 of Original Indenture.............19

    Section 702.  Effectiveness of Amendment.................................20

ARTICLE EIGHT     MISCELLANEOUS..............................................20

    Section 801.  Effect On Original Indenture...............................20

    Section 802.  Counterparts...............................................20

    Section 803.  Recitals...................................................20

    Section 804.  Governing Law..............................................20


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         This _______ Supplemental Indenture, dated as of the ___ day of
____________, 20____ between TECO Energy, Inc., a corporation duly organized and
existing under the laws of the State of Florida (hereinafter called the
"COMPANY") and having its principal office at TECO Plaza, 702 North Franklin
Street, Tampa, Florida 33602, and The Bank of New York, (hereinafter called the
"TRUSTEE") and having its principal corporate trust office at 101 Barclay
Street, 21st Floor, New York, New York 10286.

                                   WITNESSETH:

         WHEREAS, the Company and the Trustee entered into an Indenture, dated
as of August 17, 1998, as heretofore amended (as so amended, 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 201 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 901(7) of the Original Indenture provides that a
supplemental indenture may be entered into by the Company 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 ______ Supplemental Indenture in order to
supplement and amend the Original Indenture by, among other things, establishing
the form and terms of one series of Securities to be known as the Company's "__%
Junior Subordinated Notes Due _____" (the "NOTES") and amending and adding
certain provisions thereof for the benefit of the Holders of the Notes; and

         WHEREAS, TECO Capital Trust ____, a Delaware statutory business trust
(the "TRUST"), intends to offer to the public $______________ aggregate
liquidation amount of its ______% Trust Preferred Securities (the "TRUST
PREFERRED SECURITIES"), representing preferred undivided beneficial interests in
the assets of the Trust, and proposes to invest the proceeds from such offering
in a like aggregate principal amount of the preferred securities (the "COMPANY
PREFERRED SECURITIES") of TECO Funding Company ___, LLC, a Delaware limited
liability company (the "LLC"), and the LLC will invest the proceeds of the
Company Preferred Securities, together with the proceeds of its common
securities, in $_________aggregate principal amount of the Notes; and

         WHEREAS, the Company and the Trustee desire to enter into this ________
Supplemental Indenture for the purposes set forth in Sections 201 and 901 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 ________ Supplemental Indenture; and

         WHEREAS, all things necessary to make this ________ Supplemental
Indenture a valid agreement of the Company and the Trustee and a valid
supplement to the Original Indenture have been done,

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         NOW, THEREFORE, THIS ________ 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 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.

         "90-DAY PERIOD" shall have the meaning set forth in Section 301.

         "ADDITIONAL INTEREST" shall have the meaning set forth in Section
205(c).

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

         "CHANGE IN 1940 ACT LAW" shall have the meaning set forth in Section
301.

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

         "COMPANY AGREEMENT" means the Amended and Restated Limited Liability
Company Agreement dated as of _______, 20___, among the LLC, the Property
Trustee and the Delaware Trustee as the same may be amended from time to time.

         "COMPOUNDED INTEREST" shall have the meaning set forth in Section 206.

         "COUPON RATE" shall have the meaning set forth in Section 205(a).

         "DEFERRED INTEREST" shall have the meaning set forth in Section 206.

         "DELAWARE TRUSTEE" shall mean the corporation identified as the
"Delaware Trustee" in the preamble to the Trust Agreement solely in its capacity
as Delaware Trustee of the Trust created and continued thereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor trustee appointed as therein provided.

         "DEPOSITORY" shall have the meaning set forth in Section 212(b).

         "DISSOLUTION EVENT" means that the LLC and the Trust are to be
dissolved in accordance with the Company Agreement and the Trust Agreement, and
the Notes held by the LLC are to be


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distributed to the holders of the Trust Preferred Securities issued by the Trust
pro rata in accordance with the Company Agreement and the Trust Agreement.

         "EXTENDED INTEREST PAYMENT PERIOD" shall have the meaning set forth in
Section 206.

         "GLOBAL NOTE" shall have the meaning set forth in Section 204(c)(i)(A).

         "GUARANTEE" shall mean the Guarantee Agreement executed and delivered
by the Depositor and The Bank of New York, as guarantee trustee,
contemporaneously with the execution and delivery of the Trust Agreement, for
the benefit of the Holders of the Company Preferred Securities, as amended from
time to time.

         "INTEREST PAYMENT DATE" shall have the meaning set forth in Section
205(a).

         "INVESTMENT COMPANY EVENT" shall have the meaning set forth in Section
301.

         "MATURITY DATE" means the date on which the Notes mature and on which
the principal shall be due and payable together with all accrued and unpaid
interest thereon including Compounded Interest and Additional Interest, if any.

         "MINISTERIAL ACTION" shall have the meaning set forth in Section 301.

         "NON BOOK-ENTRY PREFERRED SECURITIES" shall have the meaning set forth
in Section 204(c)(i)(B).

         "OPTIONAL REDEMPTION PRICE" shall have the meaning set forth in Section
302(a).

         "PROPERTY TRUSTEE" shall mean the commercial bank or trust company
acting solely in its capacity as the "Property Trustee" under the Trust
Agreement, and any successor "Property Trustee" acting in such capacity.

         "REDEMPTION PRICE" shall have the meaning set forth in Section 301.

         "SENIOR INDEBTEDNESS" shall mean (i) any payment in respect of (A)
indebtedness of the Company for money borrowed and (B) indebtedness evidenced by
securities, debentures, bonds, notes or other similar instruments issued by the
Company; (ii) all capital lease obligations of the Company; (iii) all
obligations of the Company issued or assumed as the deferred purchase price of
property, all conditional sale obligations of the Company and all obligations of
the Company under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business); (iv) all obligations of the
Company for reimbursement on any letter of credit, banker's acceptance, security
purchase facility or similar credit transaction; (v) all obligations of the type
referred to in clauses (i) through (iv) of other Persons for the payment of
which the Company is responsible or liable as obligor, guarantor or otherwise;
and (vi) all obligations of the type referred to in clauses (i) through (v) of
other Persons secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company), except for any such
indebtedness that is by its terms subordinated to or pari passu with the Notes,
as the case may be. For greater certainty, "SENIOR INDEBTEDNESS" includes all
indebtedness for money borrowed between or among the Company and its Affiliates,
except for


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such indebtedness that is by its terms subordinated to or pari passu with the
Notes, as the case may be. Such Senior Indebtedness shall continue to be Senior
Indebtedness and be entitled to the benefits of Article Five hereof irrespective
of any amendment, modification or waiver of any term of such Senior
Indebtedness.

         "SPECIAL EVENT" shall have the meaning set forth in Section 301.

         "TAX EVENT" shall have the meaning set forth in Section 301.

         "TRUST AGREEMENT" shall mean the Amended and Restated Trust Agreement
of TECO Capital Trust ____, a Delaware statutory business trust, dated as of
_________________, 20__.

         "TRUST PREFERRED SECURITY CERTIFICATE" shall mean a certificate
evidencing ownership of Trust Preferred Securities, substantially in the form
set forth in the Trust Agreement.

         SECTION 102. SECTION REFERENCES

         Each reference to a particular section set forth in this ________
Supplemental Indenture shall, unless the context otherwise requires, refer to
this ________ Supplemental Indenture.

                                  ARTICLE TWO
                       DESIGNATION AND TERMS OF THE NOTES

         SECTION 201. ESTABLISHMENT OF SERIES

         There is hereby created a series of Securities to be known and
designated as the "____% Junior Subordinated Notes Due _________" (the "NOTES"),
to be in substantially in the form set forth in EXHIBIT A attached hereto,
subject to changes in the form thereof made by the Company and acceptable to the
Trustee, and which shall be subordinated to all Senior Indebtedness of the
Company. For the purposes of the Original Indenture, the Notes shall constitute
a single series of Securities.

         SECTION 202. MATURITY

         The Maturity Date of the Notes is __________, 20____.

         SECTION 203. VARIATIONS IN TERMS OF NOTES

         Subject to the terms and conditions set forth in the Original Indenture
and in this ________ Supplemental Indenture, the terms of any particular Note
may vary from the terms of any other Note as contemplated by Section 301 of the
Original Indenture, and the terms for a particular Note will be set forth in
such Note as delivered to the Trustee or an Authenticating Agent for
authentication pursuant to Section 303 of the Original Indenture.

         SECTION 204. AMOUNT AND DENOMINATIONS

          (a)  The aggregate principal amount of Notes that may be issued under
this ________ Supplemental Indenture is limited to $__________.


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          (b)  Except as provided in Section 204(c), the Notes shall be issued
in fully registered certificated form without interest coupons in denominations
of $____ or integral multiples of $_____. The Place of Payment for the Notes
issued in certificated form where the transfer of such Notes will be registrable
and where such Notes will be exchangeable for Notes bearing identical terms and
provisions shall be the Corporate Trust Office of the Trustee; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the Holder at such address as shall appear in the Security
Register. Notwithstanding the foregoing, so long as the Holder of any Notes is
the LLC or the Property Trustee, the payment of the principal of and interest
(including Compounded Interest and Additional Interest, if any) on such Notes
held by the LLC or the Property Trustee will be made at such place and to such
account as may be designated to the Company in writing by such Holder by wire
transfer of immediately available funds.

          (c)  Global Note.

               (i)  In connection with a Dissolution Event,

                    (A)  the Notes in certificated form may be presented to the
               Trustee by the LLC or the Property Trustee in exchange for a
               global Note in an aggregate principal amount equal to the
               aggregate principal amount of all outstanding Notes (a "GLOBAL
               NOTE"), to be registered in the name of the Depository, and
               delivered by the Trustee to the Depository for crediting to the
               accounts of its participants pursuant to the instructions of the
               LLC. The Company upon any such presentation shall execute a
               Global Note in such aggregate principal amount and deliver the
               same to the Trustee for authentication and delivery in accordance
               with the Original Indenture and this ________ Supplemental
               Indenture. Payments on the Notes issued as a Global Note will be
               made to the Depository; and

                    (B)  if any Trust Preferred Securities are held in
               non-book-entry certificated form, the Notes in certificated form
               may be presented to the Trustee by the LLC or the Property
               Trustee and any Trust Preferred Security Certificate which
               represents Trust Preferred Securities other than Trust Preferred
               Securities held by the Clearing Agency or its nominee ("NON
               BOOK-ENTRY PREFERRED SECURITIES") will be deemed to represent
               beneficial interests in Notes presented to the Trustee by the LLC
               or the Property Trustee having an aggregate principal amount
               equal to the aggregate liquidation amount of the Non-Book-Entry
               Trust Preferred Securities until such Trust Preferred Security
               Certificates are presented to the Security Registrar for transfer
               or reissuance at which time such Trust Preferred Security
               Certificates will be cancelled and a Note, registered in the name
               of the holder of the Trust Preferred Security Certificate or the
               transferee of the holder of such Trust Preferred Security
               Certificate, as the case may be, with an aggregate principal
               amount equal to the aggregate liquidation amount of the Trust
               Preferred Security Certificate cancelled, will be executed by the
               Company and delivered to the Trustee for authentication and
               delivery in accordance with the Original Indenture and


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               this ________ Supplemental Indenture. On issue of such Notes,
               Notes with an equivalent aggregate principal amount that were
               presented by the LLC to the Trustee will be deemed to have been
               cancelled.

               (ii) Unless and until it is exchanged for the Notes in registered
          form, a Global Note may be transferred, in whole but not in part, only
          to another nominee of the Depository, or to a successor Depository
          selected or approved by the Company or to a nominee of such successor
          Depository.

               (iii) If at any time the Depository notifies the Company that it
          is unwilling or unable to continue as Depository or if at any time the
          Depository for such series shall no longer be registered or in good
          standing under the Securities Exchange Act of 1934, as amended, or
          other applicable statute or regulation, and a successor Depository for
          such series is not appointed by the Company within 90 days after the
          Company receives such notice or becomes aware of such condition, as
          the case may be, the Company will execute, and, subject to Article
          Eleven of the Original Indenture, the Trustee, upon written notice
          from the Company, will authenticate and deliver the Notes in
          definitive registered form without coupons, in authorized
          denominations, and in an aggregate principal amount equal to the
          principal amount of the Global Note in exchange for such Global Note.
          In addition, the Company may at any time determine that the Notes
          shall no longer be represented by the Global Note. In such event the
          Company will execute, and subject to Section 303 of the Original
          Indenture, the Trustee, upon receipt of an Officers' Certificate
          evidencing such determination by the Company, will authenticate and
          deliver the Notes in definitive registered form without coupons, in
          authorized denominations, and in an aggregate principal amount equal
          to the principal amount of the Global Note in exchange for such Global
          Note. Upon the exchange of the Global Note for such Notes in
          definitive registered form without coupons, in authorized
          denominations, the Global Note shall be cancelled by the Trustee. Such
          Notes in definitive registered form issued in exchange for the Global
          Note shall be registered in such names and in such authorized
          denominations as the Depository, pursuant to instructions from its
          direct or indirect participants or otherwise, shall instruct the
          Trustee. The Trustee shall deliver such Notes to the Depository for
          delivery to the Persons in whose names such Notes are so registered.

         SECTION 205. INTEREST RATES AND INTEREST PAYMENT DATES

          (a)  Each Note will bear interest at the rate of ___% per annum (the
"COUPON RATE") from the original date of issuance until the principal thereof
becomes due and payable, and on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the Coupon Rate, compounded quarterly, payable
(subject to the provisions of Section 206) quarterly in arrears on ___________,
____________, ____________and _____________ of each year (each, an "INTEREST
PAYMENT DATE"), commencing on _______________ ___, 20__, to the Person in whose
name such Note or any predecessor Note is registered at the close of business on
the Regular Record Date for such interest installment, which, with respect to
(i) Notes of which the LLC or


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the Property Trustee is the Holder and the Company Preferred Securities or the
Trust Preferred Securities are in book-entry only form or (ii) a Global Note,
shall be the close of business on the Business Day next preceding that Interest
Payment Date. Notwithstanding the foregoing sentence, if (x) the Notes are held
by the LLC or the Property Trustee , the Company Preferred Securities are not
held in book-entry form and the Trust Preferred Securities are no longer in
book-entry only form or (y) the Notes are not represented by a Global Note, the
Company may select a Regular Record Date for such interest installment which
shall be fifteen (15) days before an Interest Payment Date.

          (b)  The amount of interest payable for any period will be computed on
the basis of a 360-day year 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
quarterly period for which interest is computed, will be computed on the basis
of the actual number of days elapsed in such a 90-day period. In the event that
any date on which interest is payable on the Notes is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, 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 date.

          (c)  If, at any time while the LLC or the Property Trustee is the
Holder of any Notes, the LLC, the Trust or the Property Trustee is required to
pay any taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any case, the Company will pay as additional interest
("ADDITIONAL INTEREST") on the Notes held by the LLC or the Property Trustee,
such additional amounts as shall be required so that the net amounts received
and retained by the LLC or the Trust and the Property Trustee after the payment
of such taxes, duties, assessments or other governmental charges will be equal
to the amounts the LLC or the Trust and the Property Trustee would have received
had no such taxes, duties, assessments or other government charges been imposed.

         SECTION 206. EXTENSION OF INTEREST PAYMENT PERIOD

         The Company shall have the right, at any time and from time to time
during the term of the Notes, so long as no Event of Default with respect to the
Notes has occurred and is continuing, to defer payments of interest by extending
the interest payment period of such Notes for a period not exceeding 20
consecutive quarters (the "EXTENDED INTEREST PAYMENT PERIOD"), during which
Extended Interest Payment Period no interest shall be due and payable; provided
that no Extended Interest Payment Period may extend beyond the Maturity Date. To
the extent permitted by applicable law, interest, the payment of which has been
deferred because of the extension of the interest payment period pursuant to
this Section 206, will bear interest thereon at the Coupon Rate compounded
quarterly for each quarter of the Extended Interest Payment Period ("COMPOUNDED
INTEREST"). At the end of the Extended Interest Payment Period, the Company
shall pay all interest accrued and unpaid on the Notes, including any Additional
Interest and Compounded Interest (together, "DEFERRED INTEREST") that shall be
payable to the Holders of the Notes in whose names the Notes are registered in
the Security Register on the first record date after the end of the Extended
Interest Payment Period. Before the termination of any


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Extended Interest Payment Period, the Company may further extend such period,
provided that such period together with all such further extensions thereof
shall not exceed 20 consecutive quarters or extend beyond the Maturity Date.
Upon the termination of any Extended Interest Payment Period and upon the
payment of all Deferred Interest then due, the Company may commence a new
Extended Interest Payment Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extended Interest Payment Period,
except (i) at the end thereof and (ii) upon a redemption of the Notes during an
Extended Interest Payment Period, but the Company may prepay at any time all or
any portion of the interest accrued during an Extended Interest Payment Period.

         SECTION 207. NOTICE OF EXTENSION

          (a)  If the Property Trustee is the sole holder of the Company
Preferred Securities at the time the Company selects an Extended Interest
Payment Period, the Company shall give written notice to the Property Trustee
and the Trustee of its selection of such Extended Interest Payment Period one
Business Day before the earlier of (i) the next succeeding date on which
Distributions on the Company Preferred Securities issued by the LLC are payable,
or (ii) the date the Property Trustee is required to give notice of the record
date, or the date such Distributions are payable, to the New York Stock Exchange
or other applicable self-regulatory organization or to holders of the Trust
Preferred Securities issued by the Trust, but in any event at least one Business
Day before such record date.

          (b)  If the Property Trustee is not the only holder of the Company
Preferred Securities at the time the Company selects an Extended Interest
Payment Period, the Company shall give the holders of the Company Preferred
Securities and the Trustee written notice of its selection of such Extended
Interest Payment Period at least ten Business Days before the earlier of (i) the
next succeeding Interest Payment Date, or (ii) the date the Company is required
to give notice of the record or payment date of such interest payment to the New
York Stock Exchange or other applicable self regulatory organization or to
Holders of the Notes.

          (c)  The quarter in which any notice is given pursuant to paragraphs
(a) or (b) of this Section 207 shall be counted as one of the 20 quarters
permitted in the maximum Extended Interest Payment Period permitted under
Section 206.

         SECTION 208. LIMITATION OF AMENDMENTS AND TERMINATION OF THE INDENTURE

         Unless and until the principal (and premium, if any) of the Notes and
all accrued and unpaid interest thereon have been paid in full, (a) without the
prior consent of the holders of not less than a majority in aggregate
liquidation amount of the Trust Preferred Securities then outstanding, (i) the
Company will not enter into any amendment to the Original Indenture, as
supplemented hereby, that would adversely affect the holders of any of the Trust
Preferred Securities; (ii) no termination of the Original Indenture, as
supplemented hereby, shall occur; and (b) without the consent of each holder of
Trust Preferred Securities then outstanding, no amendment to Section 603 hereof
may be made.

         If at any time while the Notes are held by the LLC no Trust Preferred
Securities of the Trust remain outstanding, unless and until the principal (and
premium, if any) of the Notes and


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all accrued and unpaid interest thereon have been paid in full, (a) without the
prior consent of the holders of not less than a majority in aggregate
liquidation amount of the Company Preferred Securities then outstanding, (i) the
Company will not enter into any amendment to the Indenture that would adversely
affect the holders of any of the Company Preferred Securities, (ii) no
termination of the Indenture shall occur; and (b) without the consent of each
holder of Company Preferred Securities then outstanding, no amendment to Section
603 hereof may be made.

         SECTION 209. LIMITATION OF TRANSACTIONS

         If (i) the Company shall exercise its right to defer payment of
interest as provided in Section 206, (ii) the Company shall have actual
knowledge that an event has occurred that with the giving of notice or the lapse
of time, or both, would constitute an Event of Default with respect to the Notes
and the Company has not taken reasonable steps to cure the event, or (iii) the
Company shall be in default with respect to its payment obligations under the
Guarantee, then (a) the Company shall not declare or pay any dividend on, make
any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (i) as
a result of a reclassification of its capital stock or the exchange or
conversion of one class or series of its capital stock for another class or
series of its capital stock, (ii) any payment of a dividend in connection with
the implementation of a shareholder rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto, (iii) purchases of its common stock related to the issuance of
such stock under any of the Company's benefit plans for its directors, officers
or employees, (iv) obligations under any dividend reinvestment plan or stock
purchase plan of the Company, (v) the purchase of fractional interests in shares
of its capital stock pursuant to the conversion or exchange provisions of such
capital stock or security being converted or exchanged or (vi) dividends or
distributions in its common stock) or make any guarantee payment with respect
thereto, (b) the Company shall not make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities issued by
the Company which rank pari passu with or junior to the Notes and (c) the
Company shall not make any guarantee payments with respect to any of the payment
obligations referred to in subparagraph (b) of this Section 209 (other than
pursuant to the Guarantee and any similar guarantee issued by the Company on
behalf of holders of preferred securities issued by an issuer holding Securities
issued under the Indenture).

         SECTION 210. AUTHENTICATION AND DELIVERY OF THE NOTES

         Notes in the aggregate principal amount of $_________ may, upon
execution of this ________ Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Company,
signed by its Chairman of the Board, its President, any Vice President, its
Treasurer or any Assistant Treasurer, without any further action by the Company.
As provided in and pursuant to Section 303 of the Original Indenture, each time
that the Company delivers Notes to the Trustee or Authenticating Agent for
authentication, the Company shall deliver a Supplemental Company Order in the
form of EXHIBIT B to this ________ Supplemental Indenture for the authentication
and delivery of such Notes and the Trustee or such Authenticating Agent shall
authenticate and deliver such Notes.


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         SECTION 211. NO SINKING FUND

         The Notes shall not be entitled to the benefit of any sinking fund or
analogous provision.

         SECTION 212. APPOINTMENT OF AGENTS AND THE DEPOSITORY

          (a)  The Company hereby appoints, or confirms the appointment of, The
Bank of New York as the initial Trustee, Securities Registrar and Paying Agent
with respect to the Notes, subject to the provisions of the Original Indenture
with respect to resignation, removal and succession, and subject, further, to
the right of the Company to appoint additional agents (including Paying Agents).

          (b)  The Depository Trust Company (or its nominee) shall act as the
initial Depository (the "DEPOSITORY") for any Global Note which may be issued
pursuant to this ________ Supplemental Indenture.

         SECTION 213. REDEMPTION

         The Notes are not subject to redemption at the option of the Holder and
are subject to redemption solely at the option of the Company or otherwise as
provided in Article Three hereof.

                                 ARTICLE THREE
                            REDEMPTION OF THE NOTES

         SECTION 301. SPECIAL EVENT REDEMPTION

         If a Special Event (as defined below) has occurred and is continuing
then, notwithstanding Section 302(a) but subject to Section 302(b), the Company
shall have the right upon not less than 30 days nor more than 60 days notice to
the Holders of the Notes to redeem the Notes, in whole but not in part, for cash
within 90 days following the occurrence of such Special Event (the "90-DAY
PERIOD") at a redemption price equal to 100% of the principal amount to be
redeemed plus any accrued and unpaid interest thereon, including Compounded
Interest and Additional Interest, if any, to the date of such redemption (the
"REDEMPTION PRICE"); provided, however, that in the case of an occurrence of a
Tax Event, if at the time there is available to the Company the opportunity to
eliminate, within the 90-Day Period, the Tax Event by taking some ministerial
action ("MINISTERIAL ACTION"), such as filing a form or making an election, or
pursuing some other similar reasonable measure which has no adverse effect on
the Company, the LLC or the holders of the Company Preferred Securities, the
Trust or the Holders of the Trust Preferred Securities issued by the Trust, the
Company shall pursue such Ministerial Action in lieu of redemption, and,
provided, further, that the Company shall have no right to redeem the Notes
while it is pursuing any Ministerial Action pursuant to its obligations under
the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New
York time, on the date of such redemption or at such earlier time as the Company
determines, provided that the Company shall deposit with the Trustee an amount
sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date
such Redemption Price is to be paid.

         A "SPECIAL EVENT" shall mean either a Tax Event or an Investment
Company Event. "TAX EVENT" shall mean that the LLC or the Trust shall have
received an opinion of counsel (which


                                       10
<PAGE>   14

may be regular counsel to the Company or an Affiliate, but not an employee
thereof) experienced in such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, or (b)
any official administrative written decision, pronouncement or action or
judicial decision interpreting or applying such laws or regulations by any
court, governmental agency or regulatory authority, in each case which amendment
or change is enacted, promulgated, issued or announced or which interpretation
or application is issued or announced on or after the date of original issuance
of Notes or the Company Preferred Securities, there is more than an
insubstantial risk that (i) the LLC or the Trust is, or will be within 90 days
of the date of the opinion of counsel, subject to United States Federal income
tax with respect to interest received on the Notes or Company Preferred
Securities, (ii) interest payable by the Company to the LLC on the Notes is not,
or will not be within 90 days of the date of the opinion of counsel, deductible
for United States Federal income tax purposes, or (iii) the LLC or the Trust is,
or will be within 90 days of the date of the opinion of counsel, subject to more
than a de minimis amount of other taxes, duties, assessments or other
governmental charges. "INVESTMENT COMPANY EVENT" shall mean the LLC or the Trust
shall have received an opinion of counsel (which may be regular counsel to the
Company or an Affiliate, but not an employee thereof) experienced in such
matters to the effect that, as a result of the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority (a
"CHANGE IN 1940 ACT LAW") there is more than an insubstantial risk that the LLC
or the Trust is or will be considered an "Investment Company" that is required
to be registered under the Investment Company Act of 1940, as amended, which
Change in 1940 Act Law becomes effective on or after the date of original
issuance of the Notes or the Company Preferred Securities.

         SECTION 302. OPTIONAL REDEMPTION BY COMPANY

          (a)  Subject to the provisions of Section 302(b) and to the provisions
of Article Eleven of the Original Indenture, except as otherwise may be
specified in this ________ Supplemental Indenture, the Company shall have the
right to redeem the Notes, in whole or in part, from time to time, on or after
_________, ____, upon not less than 30 days nor more than 60 days notice to the
Holder of the Notes at a redemption price equal to 100% of the principal amount
to be redeemed plus any accrued and unpaid interest thereon, including
Compounded Interest and Additional Interest, if any, to the date of such
redemption (the "OPTIONAL REDEMPTION PRICE").

         If the Notes are only partially redeemed pursuant to this Section 302,
the Notes will be redeemed pro rata or by lot or by any other method utilized by
the Trustee; provided, that if at the time of redemption the Notes are
registered as a Global Note, the Depository shall determine, in accordance with
its procedures, the principal amount of such Notes held by each Note Holder to
be redeemed. The Optional Redemption Price shall be paid on the date of such
redemption, provided that the Company shall deposit with the Trustee an amount
sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on
the date such Optional Redemption Price is to be paid.


                                       11
<PAGE>   15

          (b)  If a partial redemption of the Notes would result in the
delisting of the Trust Preferred Securities from any national securities
exchange or other organization on which the Trust Preferred Securities are then
listed, the Company shall not be permitted to effect such partial redemption and
may only redeem the Notes in whole.

                                  ARTICLE FOUR
                      ADDITIONAL COVENANTS OF THE COMPANY

         SECTION 401. PAYMENT OF EXPENSES

          (a)  In connection with the offering, sale and issuance of the Notes
to the LLC, the Company Preferred Securities to the Trust and the Trust
Preferred Securities by the Trust, the Company, in its capacity as borrower with
respect to the Notes, shall:

               (i)  pay all costs and expenses relating to the offering, sale
          and issuance of the Notes, including commissions to the underwriters
          payable pursuant to the Underwriting Agreement and compensation of the
          Trustee under the Indenture in accordance with the provisions of
          Section 607 of the Original Indenture;

               (ii) pay all debts and obligations and all costs and expenses of
          the LLC and the Trust (including, but not limited to, costs and
          expenses relating to the organization of the LLC and the Trust, the
          offering, sale and issuance of the Trust Preferred Securities
          (including commissions to the underwriters in connection therewith),
          the fees and expenses of the Property Trustee and the Delaware
          Trustee, the costs and expenses relating to the operation of the
          Trust, including without limitation, costs and expenses of
          accountants, attorneys, statistical or bookkeeping services, expenses
          for printing and engraving and computing or accounting equipment,
          paying agent(s), registrar(s), transfer agent(s), duplicating, travel
          and telephone and other telecommunications expenses and costs and
          expenses incurred in connection with the acquisition, financing, and
          disposition of Trust assets);

               (iii) be primarily liable for any indemnification obligations
          arising with respect to the Trust Agreement; and

               (iv) pay any and all taxes (other than United States withholding
          taxes attributable to the Trust or its assets) imposed by the United
          States or any other taxing authority and all liabilities, costs and
          expenses with respect to such taxes of the LLC or the Trust.

          (b)  The foregoing obligations of the Company are for the benefit of,
and shall be enforceable by, any person to whom such fees, expenses, debts and
obligations are owed (each, a "CREDITOR"), whether or not such Creditor has
received notice thereof. Any such Creditor may enforce such obligations of the
Company directly against the Company, and the Company irrevocably waives any
right or remedy to require that any such Creditor take any action against the
Trust or any other person before proceeding against the Company. The


                                       12
<PAGE>   16

Company shall execute such additional agreements as may be necessary to give
full effect to the foregoing.

         SECTION 402. PAYMENT UPON RESIGNATION OR REMOVAL

         Upon termination of this ________ Supplemental Indenture or the
Original Indenture or the removal or resignation of the Trustee pursuant to this
Section 402, the Company shall pay to the Trustee all amounts accrued to the
date of such termination, removal or resignation. Upon termination of the Trust
Agreement or the removal or resignation of the Delaware Trustee or the Property
Trustee, as the case may be, pursuant to Section 8.10 of the Trust Agreement,
the Company shall pay to the Delaware Trustee or the Property Trustee, as the
case may be, all amounts accrued to the date of such termination, removal or
resignation.

         SECTION 403. COVENANT TO LIST ON EXCHANGE

         If the Notes are to be distributed to the holders of Trust Preferred
Securities or to the holders of the Company Preferred Securities if no Trust
Preferred Securities are outstanding, as described in Section 204(c), the
Company will, if the Notes are not already so listed, use its best efforts to
list such Notes on the New York Stock Exchange, Inc. or on such other exchange
as the Trust Preferred Securities or the Company Preferred Securities, as the
case may be, are then listed.

                                  ARTICLE FIVE
                                 SUBORDINATION

         SECTION 501. SUBORDINATION

         The Company resolves, and each Holder of Notes issued hereunder by such
Holder's acceptance thereof covenants and agrees, that all Notes shall be issued
subject to the provisions of this Article Five, and each Holder of a Note,
whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

         The payment by the Company of the principal of, premium, if any, and
interest on all Notes issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Senior Indebtedness, whether outstanding at the
date of this ________ Supplemental Indenture or thereafter incurred.

         This Article shall constitute a continuing offer to all Persons who, in
reliance upon such provisions, become holders of, or continue to hold, Senior
Indebtedness, and such provisions are made for the benefit of the holders of
Senior Indebtedness and such holders are made obligees hereunder and they and/or
each of them may enforce such provisions.

         No provision of this Article Five shall prevent the occurrence of any
default or Event of Default with respect to the Notes.


                                       13
<PAGE>   17

         SECTION 502. DEFAULT ON SENIOR INDEBTEDNESS

         In the event and during the continuation of any default by the Company
in the payment of principal, premium, interest or any other amount due on any
Senior Indebtedness, or in the event that the maturity of any Senior
Indebtedness has been accelerated because of a default, then, in either case, no
payment shall be made by the Company to the Holders of the Notes with respect to
the principal (including redemption and sinking fund payments) of, premium, if
any, interest on, or any other amount owing in respect of, the Notes.

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder of the Notes when such payment is
prohibited by the preceding paragraph of this Section 502, such payment shall be
held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Indebtedness or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, but
only to the extent that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee within 90
days of such payment of the amounts then due and owing on the Senior
Indebtedness and only the amounts specified in such notice to the Trustee shall
be paid to the holders of Senior Indebtedness.

         SECTION 503. LIQUIDATION; DISSOLUTION; BANKRUPTCY

         Upon any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
shall first be paid in full, or payment thereof provided for in money in
accordance with its terms, before any payment or distribution is made by the
Company to the Holders of the Notes on account of the principal of, premium, if
any, interest on, or any other amount owing in respect of, the Notes; and upon
any such dissolution or winding-up or liquidation or reorganization, any payment
by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the Holders of the
Notes or the Trustee would be entitled to receive from the Company, except for
the provisions of this Article Five, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders of the Notes or by the
Trustee under this Indenture if received by them or it, directly to the holders
of Senior Indebtedness (pro rata to such holders on the basis of the respective
amounts of Senior Indebtedness held by such holders, as calculated by the
Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay such Senior Indebtedness in full, in
money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders of Notes or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the


                                       14
<PAGE>   18

foregoing, shall be received by the Trustee or the Holders of the Notes before
all Senior Indebtedness is paid in full, or provision is made for such payment
in money in accordance with its terms, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the
holders of such Senior Indebtedness or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing such Senior Indebtedness may have been issued, as their
respective interests may appear, as calculated by the Company, for application
to the payment of all Senior Indebtedness remaining unpaid to the extent
necessary to pay such Senior Indebtedness in full in money in accordance with
its terms, after giving effect to any concurrent payment or distribution to or
for the benefit of the holders of such Senior Indebtedness.

         For purposes of this Article Five, the words "CASH, PROPERTY OR
SECURITIES" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Five with
respect to the Notes to the payment of all Senior Indebtedness that may at the
time be outstanding, provided, however, that (i) such Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such reorganization
or readjustment, and (ii) the rights of the holders of such Senior Indebtedness
are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article Eight of the Original Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 503 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article Eight of the Indenture. Nothing in Section 502 hereof or in this
Section 503 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607 of the Original Indenture.

         SECTION 504. SUBROGATION

         Subject to the payment in full of all Senior Indebtedness, the rights
of the Holders of the Notes shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments or distributions of cash, property
or securities of the Company applicable to such Senior Indebtedness until the
principal of, premium, if any, and interest on, and all other amounts owing in
respect of, the Notes shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Holders of the
Notes or the Trustee would be entitled except for the provisions of this Article
Five, and no payment over pursuant to the provisions of this Article Five, to or
for the benefit of the holders of such Senior Indebtedness by Holders of the
Notes or the Trustee, shall, as between the Company, its creditors other than
holders of Senior Indebtedness, and the Holders of the Notes be deemed to be a
payment by the Company to or on account of such Senior Indebtedness. It is
understood that the provisions of this Article Five are and are intended solely
for the purposes of defining the relative rights of the Holders of the Notes, on
the one hand, and the holders of Senior Indebtedness on the other hand.


                                       15
<PAGE>   19

         Nothing contained in this Article Five or elsewhere in this ________
Supplemental Indenture or the Original Indenture or in the Notes is intended to
or shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Notes, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders of the Notes
the principal of (and premium, if any) and interest on and all other amounts
owing in respect of the Notes as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Notes and creditors of the Company, other than the
holders of Senior Indebtedness, nor shall anything herein or therein prevent the
Trustee or the Holder of any Note from exercising all remedies otherwise
permitted by applicable law upon default under the Original Indenture, as
amended and supplemented by this ________ Supplemental Indenture, subject to the
rights, if any, under this Article Five of the holders of such Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article Five, the Trustee, subject to the provisions of Section 603 of
the Original Indenture, and the Holders of the Notes, shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding-up, liquidation or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, delivered to
the Trustee or to the Holders of the Notes, for the purposes of ascertaining the
Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Five.

         SECTION 505. TRUSTEE TO EFFECTUATE SUBORDINATION

         Each Holder of a Note by such Holder's acceptance thereof authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article Five and appoints the Trustee as such Holder's attorney-in-fact for any
and all such purposes.

         SECTION 506. NOTICE BY THE COMPANY

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Notes pursuant
to the provisions of this Article Five. Notwithstanding the provisions of this
Article Five or any other provision of the Original Indenture and this ________
Supplemental Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Notes pursuant to the provisions of this
Article Five unless and until a Responsible Officer shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness or
from any representative or trustee therefor; and before the receipt of any such
written notice, the Trustee, subject to the provisions of Section 603 of the
Original Indenture, shall be entitled in all respects to assume that no such
facts exist; provided, however, that if the Trustee shall not have received the
notice provided for in this Section 506 at least two Business Days prior to the
date upon which by the terms hereof


                                       16
<PAGE>   20

any money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest on any Note) then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

         The Trustee, subject to the provisions of Section 603 of the Original
Indenture, shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness (or a
representative or trustee on behalf of such holder) to establish that such
notice has been given by a holder of such Senior Indebtedness or a
representative or trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article Five, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Five, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

         SECTION 507. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Five in respect of any Senior Indebtedness at
any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in the Original Indenture or this ________
Supplemental Indenture shall deprive the Trustee of any of its rights as such
holder.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Five, and no implied covenants or
obligations with respect to the holders of such Senior Indebtedness shall be
read into the Original Indenture or this ________ Supplemental Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and, subject to the provisions of Section 603 of
the Original Indenture, the Trustee shall not be liable to any holder of Senior
Indebtedness if it shall pay over or deliver to Holders of Notes, the Company or
any other Person money or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article Five or otherwise.

         SECTION 508. SUBORDINATION MAY NOT BE IMPAIRED

         No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of the
Original Indenture or this ________ Supplemental Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.


                                       17
<PAGE>   21

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Notes,
without incurring responsibility to the Holders of the Notes and without
impairing or releasing the subordination provided in this Article Five or the
obligations hereunder of the Holders of the Notes to the holders of such Senior
Indebtedness, do any one or more of the following:

               (i)  change the manner, place or terms of payment or extend the
          time of payment of, or renew or alter, such Senior Indebtedness, or
          otherwise amend or supplement in any manner such Senior Indebtedness
          or any instrument evidencing the same or any agreement under which
          such Senior Indebtedness is outstanding;

               (ii) sell, exchange, release or otherwise deal with any property
          pledged, mortgaged or otherwise securing such Senior Indebtedness;

               (iii) release any Person liable in any manner for the collection
          of such Senior Indebtedness; and

               (iv) exercise or refrain from exercising any rights against the
          Company and any other Person.

                                  ARTICLE SIX
                   EVENTS OF DEFAULT WITH RESPECT TO THE NOTES

         SECTION 601. DEFINITION

         All of the events specified in clauses (1), (2) and (4) through (6) of
Section 501 of the Original Indenture shall be "Events of Default" with respect
to the Notes.

SECTION 602.      ACCELERATION

         In addition to the provisions regarding acceleration of maturity upon
an Event of Default provided by Section 502 of the Original Indenture, if an
Event of Default occurs and is continuing with respect to the Notes, so long as
any of the Trust Preferred Securities of the Trust remain outstanding, if, upon
such Event of Default, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Notes fail to declare the principal of all the
Notes to be so immediately due and payable, the holders of 25% in aggregate
liquidation amount of the Trust Preferred Securities then outstanding shall have
the right, by notice to the Trustee, to declare the principal of and accrued
interest on all the Notes to be due and payable immediately.

         So long as any of the Trust Preferred Securities of the Trust remain
outstanding, the holders of a majority in aggregate liquidation amount of the
Trust Preferred Securities then outstanding shall have the sole right (and the
Holders of the Notes may not, notwithstanding the provisions of Section 502 of
the Original Indenture, exercise any such right) to rescind an acceleration and
its consequences with respect to the Notes if the rescission would not conflict
with any judgment or decree and if all existing Events of Default on the Notes
have been cured or waived except nonpayment of principal or interest that has
become due solely because of the acceleration.


                                       18
<PAGE>   22

         If at any time while the Notes are held by the LLC and no Trust
Preferred Securities of the Trust remain outstanding, in addition to the
provisions regarding acceleration of maturity upon an Event of Default provided
by Section 502 of the Original Indenture, if an Event of Default occurs and is
continuing with respect to the Notes, so long as any of the Company Preferred
Securities remain outstanding, if, upon such Event of Default, the Trustee or
the Holders of not less than 25% in aggregate principal amount of the Notes fail
to declare the principal of all the Notes to be so immediately due and payable,
the holders of 25% in aggregate liquidation amount of the Company Preferred
Securities then outstanding shall have the right, by notice to the Trustee, to
declare the principal of and accrued interest on all the Notes to be due and
payable immediately.

         If at any time while the Notes are held by the LLC and no Trust
Preferred Securities of the Trust remain outstanding, so long as any of the
Company Preferred Securities remain outstanding, the holders of a majority in
aggregate liquidation amount of the Company Preferred Securities then
outstanding shall have the sole right (and the Holders of the Notes may not,
notwithstanding the provisions of Section 502 of the Original Indenture,
exercise any such right) to rescind an acceleration and its consequences with
respect to the Notes if the rescission would not conflict with any judgment or
decree and if all existing Events of Default on the Notes have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration.

         SECTION 603. SUITS

         So long as any of the Trust Preferred Securities of the Trust remain
outstanding, any holder of a Trust Preferred Security shall have the right, upon
the occurrence and continuance of an Event of Default described in Section
501(1) or 501(2) of the Original Indenture with respect to the Notes, to
institute suit directly against the Company to enforce payment to such holder of
the principal of, and premium, if any, and interest on, the Notes having a
principal amount equal to the aggregate liquidation amount of the Trust
Preferred Securities held by such holder.

         If at any time while the Notes are held by the LLC no Trust Preferred
Securities of the Trust remain outstanding, so long as any of the Company
Preferred Securities remain outstanding, any holder of a Company Preferred
Security shall have the right, upon the occurrence and continuance of an Event
of Default described in Section 501(1) or 501(2) of the Original Indenture with
respect to the Notes, to institute suit directly against the Company to enforce
payment to such holder of the principal of, and premium, if any, and interest
on, the Notes having a principal amount equal to the aggregate liquidation
amount of the Company Preferred Securities held by such holder.

                                 ARTICLE SEVEN
                         AMENDMENT TO ORIGINAL INDENTURE

         SECTION 701. AMENDMENT TO SECTION 801 OF ORIGINAL INDENTURE

         Subparagraph (1) of Section 801 of the Original Indenture is amended,
effective as provided in Section 701 hereof, to read as follows:


                                       19
<PAGE>   23

               "(1) the Corporation formed by such consolidation into which the
          Company is merged or the Person which acquires by conveyance or
          transfer the properties and assets of the Company substantially as an
          entirety (a) shall be, if a Corporation, a Corporation organized and
          existing under the laws of (i) the United States of America or any
          State or the District of Columbia or (ii) a foreign jurisdiction and
          which consents to the jurisdiction of the courts of the United States
          of America or of any State, and (b) shall expressly assume, by an
          indenture supplemental hereto, executed and delivered to the Trustee,
          in form satisfactory to the Trustee, the due and punctual payment of
          the principal of (and premium, if any) and interest on all the
          Securities and the performance of every covenant of this Indenture on
          the part of the Company to be performed or observed;"

         SECTION 702. EFFECTIVENESS OF AMENDMENT.

         The amendment to the Original Indenture set forth in Section 701 hereof
shall be effective upon the approval of the Holders of Outstanding Securities
under the Indenture as required by Section 901 of the Original Indenture. For
this purpose, the Holders of the Notes, by their acquisition thereof, shall be
deemed to have approved such amendment.

                                 ARTICLE EIGHT
                                  MISCELLANEOUS

         SECTION 801. EFFECT ON ORIGINAL INDENTURE

         The ________ Supplemental Indenture is a supplement to the Original
Indenture. As supplemented by this ________ Supplemental Indenture, the Original
Indenture is in all respects ratified, approved and confirmed, and the Original
Indenture and this ________ Supplemental Indenture shall together constitute one
and the same instrument.

         SECTION 802. COUNTERPARTS

         This ________ 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 by one and the same instrument.

         SECTION 803. RECITALS

         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
________ Supplemental Indenture.

         SECTION 804. GOVERNING LAW

         This ________ 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.]


                                       20
<PAGE>   24

         IN WITNESS WHEREOF, the parties hereto have caused this ________
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the date and year first written
above.

                                      TECO ENERGY, INC.



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

[Corporate Seal]

                                      THE BANK OF NEW YORK, AS TRUSTEE



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


[Corporate Seal]
<PAGE>   25
State of            )
                    ) SS.:
County of           )

         On the __________ day of ________________, 20____ before me personally
came _______________________, to me known, who, being by me duly sworn, did
depose and say that s/he is ____________________________________________________
of TECO ENERGY, INC., one of the corporations described in and which executed
the foregoing instrument; that s/he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that s/he signed
his/her name thereto by like authority.

                                                -------------------------------
                                                Notary Public

State of New York           )
                            ) SS.:
County of New York          )

         On the ________ day of __________________ 20___ before me personally
came ______________________________________ to me known, who, being by me duly
sworn, did depose and say that he/she is ____________________________ of THE
BANK OF NEW YORK, one of the corporations described in and which executed the
foregoing instrument; that he/she knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that he/she
signed his/her names thereto by like authority.

                                                -------------------------------
                                                Notary Public

<PAGE>   26
                                                                       EXHIBIT A

                                  FORM OF NOTE

                   Not reproduced here to avoid duplication.

                          See Annex D of Exhibit 4.16.
<PAGE>   27
                                                                       EXHIBIT B

                               TECO ENERGY, INC.

                    __% JUNIOR SUBORDINATED NOTES DUE _____

                           SUPPLEMENTAL COMPANY ORDER

         Pursuant to Section 209 of the ________ Supplemental Indenture, dated
as of _________, 20__, to the Indenture, dated as of August 17, 1998, 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 ENERGY, INC.



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