<PAGE>   1

                                                                    EXHIBIT 4.16





                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          TECO FUNDING COMPANY ___, LLC







                          DATED AS OF __________, 20__





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                                TABLE OF CONTENTS

                                                                            PAGE


Article I    DEFINED TERMS...................................................  1

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

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

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

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

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

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

     Section 2.3  Name.......................................................  9

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

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

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

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

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

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

     Section 3.2  By-Laws.................................................... 10

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

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

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

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

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

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

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

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

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

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

Article V   SECURITYHOLDERS.................................................. 12

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

     Section 5.2  Partition.................................................. 12





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                            TABLE OF CONTENTS
                               (CONTINUED)


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

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

Article VI    MANAGEMENT..................................................... 13

     Section 6.1   Management of the Company................................. 13

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

     Section 6.3   Reliance by Third Parties................................. 17

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

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

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

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

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

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

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

     Section 7.3   Company Preferred Securities.............................. 19

Article VIII  VOTING AND MEETINGS............................................ 25

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

     Section 8.2   Voting Rights of Common Securityholders................... 27

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

Article IX    DIVIDENDS...................................................... 28

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

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

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

Article X     BOOKS AND RECORDS.............................................. 28

     Section 10.1  Company Books and Records................................. 28

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

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

Article XI    TAX MATTERS.................................................... 29

     Section 11.1  Company Tax Returns....................................... 29

     Section 11.2  Tax Reports............................................... 29




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                            TABLE OF CONTENTS
                               (CONTINUED)


     Section 11.3  Taxation as a Partnership................................. 29

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

Article XII   EXPENSES....................................................... 30

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

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

     Section 13.1  Right of Assignee to Become a Company Preferred
                   Securityholder............................................ 30

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

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

     Section 13.4  The Company Preferred Certificates........................ 31

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

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

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

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

     Section 13.9  Definitive Company Preferred Certificates................. 34

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

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

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

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

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

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

     Section 14.6  Termination............................................... 36

Article XV    MISCELLANEOUS.................................................. 36

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

     Section 15.2  Notification; Amendment of Certificate of Formation....... 36

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

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

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

     Section 15.6  Power of Attorney......................................... 37

     Section 15.7  Exculpation............................................... 38




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                            TABLE OF CONTENTS
                               (CONTINUED)


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

     Section 15.9   Additional Documents..................................... 38

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

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

     Section 15.12  Concerning the Trustee................................... 39

     Section 15.13  Submission to Jurisdiction............................... 39




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                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          TECO FUNDING COMPANY ___, LLC

         This Amended and Restated Limited Liability Company Agreement of TECO
Funding Company ___, LLC, a Delaware limited liability company (the "COMPANY"),
is made as of _________, 20__, among TECO Energy, Inc., a corporation organized
under the laws of the State of Florida (including any successor in interest
thereto, "TECO"), as initial Securityholder (as defined below) and holder of the
Company Common Securities (as defined below), TECO Capital Trust ___, a Delaware
statutory business trust (the "TRUST"), as the holder of the Company Preferred
Securities, and the Persons (as defined below), who may from time to time become
additional Securityholders of the Company in accordance with the provisions
hereof.

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

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

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

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

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

                                   ARTICLE I
                                  DEFINED TERMS

         Section 1.1 DEFINITIONS. Unless the context otherwise requires, the
terms defined in this Article 1 shall, for the purposes of this Agreement, have
the meanings herein specified.

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         "ADMINISTRATIVE ACTION" means any judicial decision, official
administrative pronouncement, published or private ruling, regulatory procedure,
notice or announcement (including any notice or announcement of intent to adopt
such procedures or regulations) by any legislative body, court, governmental
authority or regulatory body having appropriate jurisdiction.

         "ADMINISTRATION AGREEMENT" means the Administration Agreement between
TECO and the Company dated __________, 20__ and attached hereto substantially in
the form of Annex B.

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

         "AGENCY AGREEMENT" means the Agency Agreement, dated as of ___________,
20__, between the Company and The Bank of New York, pursuant to which the
Company has appointed The Bank of New York, as Registrar for the Company
Preferred Securities, as such agreement may be amended, modified or supplemented
from time to time.

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

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

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

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

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

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

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<PAGE>   8

         "BY-LAWS" means the By-Laws of the Company in the form of Annex C
hereto, as they may be amended from time to time by the Board of Directors in
accordance with the provisions of this Agreement (which By-Laws are, for all
purposes of this Agreement, deemed to be incorporated herein and to be a part
hereof).

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

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

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

         "CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

         "CLOSING DATE" means the Closing Date under the Underwriting Agreement.

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

         "COMMON SECURITYHOLDER" means a Securityholder that owns one or more
Company Common Securities. Initially, TECO will be the only Common
Securityholder.

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

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

         "COMPANY PREFERRED CERTIFICATE" means the certificate evidencing the
Company Preferred Securities.

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

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

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

         "CORRESPONDING AMOUNT" means (i) for each $__________.00 liquidation
amount of Trust Preferred Securities, $__________.00 liquidation preference of
Company Preferred


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<PAGE>   9

Securities and (ii) for each $__________.00 liquidation preference of
Company Preferred Securities, $__________.00 liquidation amount of Trust
Preferred Securities.

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

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

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

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

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

         "DIVIDEND" has the meaning specified in Section 9.1.

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

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

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

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

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

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

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

         "INDENTURE" means the Indenture, dated as of August 17, 1998, between
TECO and the Indenture Trustee, as supplemented by a __________ Supplemental
Indenture dated as of

                                       4
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_______, 20__, relating to the Subordinated Notes, each as amended or
supplemented from time to time.

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

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

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

         "LIKE AMOUNT" means (a) with respect to a redemption of Company
Securities, Company Securities having a Liquidation Amount equal to the
principal amount of Subordinated Notes to be contemporaneously redeemed in
accordance with the Indenture, the proceeds of which will be used to pay the
Redemption Price of such Company Securities, and (b) with respect to a
distribution of Subordinated Notes to holders of Company Securities in
connection with a dissolution or liquidation of the Company, Subordinated Notes
having a principal amount equal to the Liquidation Amount of the Company
Securities of the holder to whom such Subordinated Notes are distributed.

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

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

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

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

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

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

         "OWNER" means each Person who is the beneficial owner of a Book-Entry
Company Preferred Certificate as reflected in the records of the Clearing Agency
or, if a Clearing Agency Participant is not the Owner, then as reflected in the
records of a Person maintaining an account

                                       5
<PAGE>   11


with such Clearing Agency (directly or indirectly, in accordance with the
rules of such Clearing Agency).

         "PAYING AGENT" means each paying agent with respect to the Trust
Preferred Securities which will initially be The Bank of New York.

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

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

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

         "PURCHASE PRICE" for any Company Preferred Security means the amount
paid per $__________.00 of Liquidation Preference of such Company Preferred
Security, payment of which shall constitute the contribution to capital
contemplated by Section 4.3.

         "REDEMPTION DATE" means, with respect to any Company Security to be
redeemed, the date fixed for such redemption by or pursuant to this Agreement;
provided that each Subordinated Note Redemption Date and the stated maturity of
the Subordinated Notes shall be a Redemption Date for a Like Amount of Company
Securities.

         "REDEMPTION PRICE" means (i) with respect to any Company Preferred
Security, the Liquidation Amount of such Company Preferred Securities, plus
accumulated but unpaid Preferred Dividends to the Redemption Date, plus the
related amount of the premium, if any, paid by TECO upon the concurrent
redemption of a Like Amount of Subordinated Notes, and (ii) with respect to the
Company Common Securities, the Liquidation Amount of such Company Common
Securities, plus declared and unpaid Dividends, plus the related amount of the
premium, if any, paid by TECO upon the concurrent redemption of a Like Amount of
Subordinated Notes.

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

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

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

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

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

                                       6
<PAGE>   12

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

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

         "SUBORDINATED NOTES" means the _____% Junior Subordinated Notes due
______ issued by TECO, having an aggregate principal amount of $_________, in
substantially the form of Annex D hereto.

         "TAX EVENT" means the receipt by the Company of an Opinion of Counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, or (b) any official
administrative written decision, pronouncement or action or judicial decision
interpreting or applying such laws or regulations by any court, governmental
agency or regulatory authority, 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 Company
Preferred Securities, there is more than an insubstantial risk that (i) the
Company is, or will be within 90 days of the date of the Opinion of Counsel,
subject to United States Federal income tax with respect to interest received on
the Subordinated Notes or Company Preferred Securities, (ii) interest payable by
TECO to the Company on the Subordinated Notes is not, or will not be within 90
days of the date of the Opinion of Counsel, deductible for United States Federal
income tax purposes, or (iii) the Company is, or will be within 90 days of the
date of the Opinion of Counsel, subject to more than a de minimis amount of
other taxes, duties, assessments or other governmental charges.

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

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

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

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

         "TRUST AGREEMENT" means the Amended and Restated Trust Agreement dated
__________, 20__ entered into between the Company, as grantor, and the Trustees,
as such agreement may be amended or supplemented from time to time.

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

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

         "TRUST PREFERRED SECURITIES" means the _____% Trust Preferred
Securities, Liquidation Preference $__________.00 per security and aggregate
Liquidation Preference $________, representing a corresponding amount of Company
Preferred Securities.

                                       7
<PAGE>   13


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

         "UNDERWRITERS" means _____________ and ____________ .

         "UNDERWRITING AGREEMENT" means the underwriting agreement dated
_____________, 20__ by and among the Company, the Trust, TECO and the
Underwriters.

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

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

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

                                   ARTICLE II
                             CONTINUATION AND TERM;
                          ADMISSION OF SECURITYHOLDERS

         Section 2.1 CONTINUATION.

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

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

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


                                       8
<PAGE>   14

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

         Section 2.4 TERM. The term of the Company commenced upon the date the
Certificate of Formation shall have been filed in the office of the Secretary of
State of the State of Delaware and shall continue until ________, 20__, unless
the Company is dissolved in accordance with the provisions of the Delaware Act
and this Agreement. The existence of the Company as a separate legal entity
shall continue until the cancellation of the Certificate of Formation in the
manner required by the Delaware Act.

         Section 2.5 REGISTERED AGENT AND OFFICE. The Company's registered agent
in the State of Delaware shall be _________________ and its office shall be c/o
the registered agent. At any time, the Board of Directors may designate another
registered agent and/or registered office.

         Section 2.6 PRINCIPAL PLACE OF BUSINESS. The principal place of
business of the Company shall be at c/o The Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware 19801. The Board of Directors may change the
location of the Company's principal place of business; provided, however, that
such change has no material adverse effect upon any Company Preferred
Securityholder.

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

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

         Section 3.1 PURPOSES AND POWERS. The Company was formed for the sole
purposes of (i) issuing the Company Preferred Securities and the Company Common
Securities, (ii) acquiring and holding the Subordinated Notes issued by TECO,
any other subordinated note or notes issued by TECO issued in substitution for
all or part of the Subordinated Notes, and (iii) performing functions necessary
or incidental thereto. The Company may not conduct any

                                       9
<PAGE>   15
other business or operations except as contemplated by the preceding sentence.
Subject to Section 3.5, the Company shall have the power and authority to take
any and all actions necessary, appropriate, proper, advisable, incidental or
convenient to or for the furtherance of the purposes of the Company as set forth
herein.

         Section 3.2 BY-LAWS. The Board of Directors, Officers and
Securityholders shall be subject to the express provisions of this Agreement and
of the By-Laws. In case of any conflict between any provisions of this Agreement
and any provisions of the By-Laws, the provisions of this Agreement shall
control.

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

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

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

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

                                   ARTICLE IV
                CAPITAL CONTRIBUTIONS, ALLOCATIONS AND SECURITIES

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

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

         Section 4.3 CONTRIBUTIONS WITH RESPECT TO THE COMPANY PREFERRED
SECURITYHOLDERS. On the Closing Date the Trust shall contribute to the capital
of the Company, with respect to its purchase of the Company Preferred Securities
on such Closing Date, an amount in cash equal to the Purchase Price for such
Company Preferred Securities (such amount being the Trust's capital contribution
to the Company). As the Company Preferred Securityholder, and in its capacity as
a Securityholder of the Company, neither the Trust nor any

                                       10
<PAGE>   16
successor holder of Company Preferred Securities shall be required to make any
additional contributions to the Company (except as may be required by law).

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

         (a) net profit of the Company (determined without regard to the amount
of any gains and losses described in subparagraphs (c) and (d) of this Section
4.4, but including any portion of such gains or losses attributable to interest
on the Subordinated Notes not previously included in net profits) shall be
allocated (i) first, to the Company Preferred Securityholders pro rata in
proportion to the Liquidation Amount of the Company Preferred Securities held by
each such Securityholder, until the amount so allocated equals the excess of (x)
the Preferred Dividends accrued on such Company Preferred Securities from their
date of issuance through and including the close of the current Fiscal Year
(whether or not paid) over (y) the amounts allocated to the Company Preferred
Securityholders with respect to such Company Preferred Securities pursuant to
this Section 4.4(a)(i) or Section 4.4(c)(i) in all prior Fiscal Years, and (ii)
thereafter to the Common Securityholders;

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

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

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

         Notwithstanding the foregoing, the Tax Matters Partner shall have the
power to alter any such allocations for federal, state, and local income tax
purposes if such alteration is necessary to

                                       11
<PAGE>   17



cause such allocations to have "SUBSTANTIAL ECONOMIC EFFECT" (within the
meaning of Treasury regulation 1.704-1(b)(2)) or to ensure that such
allocations are otherwise in accordance with the interests of the
Securityholders (within the meaning of Treasury regulation 1.704-1(b)(3))
determined on the basis of the economic arrangements of the parties as described
in this Agreement.

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

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

                                   ARTICLE V
                                 SECURITYHOLDERS

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

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

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

         Section 5.4 LIABILITY OF SECURITYHOLDERS.

         (a) Except as otherwise provided by the Delaware Act, (i) the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the Company
and (ii) no Securityholder shall be obligated


                                       12
<PAGE>   18


personally for any such debt, obligation or liability of the Company solely
by reason of being a Securityholder of the Company.

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

                                   ARTICLE VI
                                   MANAGEMENT

         Section 6.1 MANAGEMENT OF THE COMPANY.

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

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

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

         (d) Without limiting the generality of the foregoing, and subject to
the provisions of Section 6.2 and provided that any such action will not cause
the Company to be required to register under the 1940 Act or be treated as an
association or publicly traded partnership taxable as a corporation, the Board
of Directors shall have all authority, rights and powers in the management of
the business of the Company to do any and all other acts and things necessary,

                                       13
<PAGE>   19


proper, convenient or advisable to effectuate the purposes of this Agreement,
including by way of illustration but not by way of limitation, the following:

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

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

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

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

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

                  (vi) to authorize (A) the entering into by the Company of the
         Administration Agreement, the Subordinated Notes Purchase Agreement,
         the Agency Agreement with respect to the Company Preferred Securities,
         the Registrar and Transfer Agency Agreement with respect to the Trust
         Preferred Securities and (B) the performance by the Company of its
         obligations thereunder;

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

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

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

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

                                       14
<PAGE>   20


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

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

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

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

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

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

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

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

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

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

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

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


                                       15
<PAGE>   21

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

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

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

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

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

                                       16
<PAGE>   22

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

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

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

         (b) possess Company property for other than a Company purpose;

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

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

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

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

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

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

         Section 6.6 OUTSIDE BUSINESSES. Any Director, Officer, Securityholder
or Affiliate thereof may engage in or possess an interest in other business
ventures of any nature or

                                       17
<PAGE>   23

description, independently or with others, similar or dissimilar to the
business of the Company, and the Company and the Securityholders shall have no
rights by virtue of this Agreement in and to such independent ventures or the
income or profits derived therefrom, and the pursuit of any such venture, even
if competitive with the business of the Company, shall not be deemed wrongful or
improper. No Director, Officer, Securityholder or Affiliate thereof shall be
obligated to present any particular investment opportunity to the Company, even
if such opportunity is of a character that, if presented to the Company, could
be taken by the Company, and any Director, Officer, Securityholder or Affiliate
thereof shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
opportunity.

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

                                  ARTICLE VII
                          COMPANY COMMON SECURITIES AND
                          COMPANY PREFERRED SECURITIES

         Section 7.1 COMPANY COMMON SECURITIES AND COMPANY PREFERRED SECURITIES.

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

         (b) A Company Preferred Security shall be represented by the
corresponding Company Preferred Certificate. Company Common Securities shall not
be evidenced by any certificate or other written instrument, but shall only be
evidenced by this Agreement.

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

         (d) The Company Common Securities shall rank junior to the Company
Preferred Securities as to payment of dividends. Holders of Company Common
Securities will only receive dividends out of interest payments received by the
Company on the Subordinated Notes not required to be applied to fund Preferred
Dividends with respect to the Company Preferred


                                       18
<PAGE>   24
Securities or expenses of the Company. So long as the Company Preferred
Securities are outstanding, no dividends or other distributions (including
redemptions and purchases) may be made with respect to Company Common Securities
unless all accrued and unpaid Preferred Dividends on the Company Preferred
Securities have been paid. Upon issuance of the Company Common Securities as
provided in this Agreement, the Company Common Securities shall be validly
issued, fully paid and nonassessable.

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

         Section 7.2 GENERAL PROVISIONS REGARDING COMPANY PREFERRED SECURITIES.

         (a) There are hereby authorized for issuance and sale Company Preferred
Securities issued in definitive form only in denominations of $__________.00 and
integral multiples thereof and having an aggregate initial liquidation
preference of $_____________. The specific designation, dividend rate,
liquidation preference, redemption terms, voting rights, exchange limitations
and other powers, preferences and special rights and limitations of the Company
Preferred Securities are set forth in Section 7.3 hereof.

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

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

         (c) Neither TECO, the Company, nor any of their respective Affiliates
shall have the right to vote or give or withhold consent with respect to any
Company Preferred Security owned by it, directly or indirectly, and, for
purposes of any matter upon which the Company Preferred Securityholders may vote
or give or withhold consent as provided in this Agreement, Company Preferred
Securities owned by any of TECO, the Company or any of their respective
Affiliates shall be treated as if they were not outstanding.

         Section 7.3 COMPANY PREFERRED SECURITIES.

         (a) DESIGNATION. There shall hereby be designated as a series of
preferred limited liability company interests in the Company a series identified
as the Company's "______% Company Preferred Securities", liquidation preference
("LIQUIDATION PREFERENCE") $__________.00 per security, and aggregate
Liquidation Preference $_________ (the "COMPANY PREFERRED SECURITIES").


                                       19
<PAGE>   25

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

         (b) PREFERRED DIVIDENDS. Holders of the Company Preferred Securities
shall be entitled to receive, out of funds held by the Company to the extent
that the Company has cash on hand sufficient to permit such payments and funds
legally available therefor, distributions (the "PREFERRED DIVIDENDS") at a rate
of ___% per annum (the "PREFERRED RATE") of the Liquidation Preference of the
Company Preferred Securities. Preferred Dividends shall be cumulative, and will
accumulate whether or not there are funds of the Company available for their
payment. Preferred Dividends shall accrue from __________and, except as provided
below, shall be payable quarterly in arrears on ___________, ___________,
___________ and ___________ of each year, commencing on ___________, 20__, and
ending on _________, ____. Each such date of payment is a "DIVIDEND PAYMENT
DATE" and each period from and including a Dividend Payment Date, or the date of
initial issuance as applicable, to but not including the next Dividend Payment
Date, is a "DIVIDEND PERIOD"; provided, however, that if any Dividend Payment
Date is not a business day, dividends will be payable on the next business day
(and without any interest or other payment in respect of any such delay) except
that, if such business day is in the next succeeding calendar year, payment of
such Preferred Dividend shall be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on such date. Preferred
Dividends shall accrue on a daily accrual basis on the basis of a 360-day year
of twelve 30-day months. Preferred Dividends in arrears will accumulate and
compound quarterly at the Preferred Rate.

         (c) TECO has the right under the Indenture to defer payments of
interest by extending the interest payment period from time to time on the
Subordinated Notes for a period not extending, in the aggregate, beyond the
maturity date of the Subordinated Notes (each, an "EXTENSION PERIOD"). During
such Extension Period, no interest shall be due and payable on the Subordinated
Notes. As a consequence of such deferral, Preferred Dividends will also be
deferred. Despite such deferral, quarterly Preferred Dividends will continue to
accumulate, compounded quarterly, during any such Extension Period (to the
extent permitted by applicable law). Payments of accrued Preferred Dividends
will be payable to Company Preferred Securityholders as they appear on the books
and records of the Company on the first record date after the end of the
Extension Period. Upon the termination of any Extension Period and the payment
of all amounts then due, TECO may commence a new Extension Period; provided that
such Extension Period together with all such previous and further extensions
thereof may not extend beyond the maturity date of the Subordinated Notes.

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

                                       20
<PAGE>   26

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

         If TECO is liquidated, whether voluntarily or involuntarily (and
whether in connection with the occurrence of a Bankruptcy or otherwise), the
Company will be liquidated. However, for so long as the Company Preferred
Securities are outstanding, TECO, as Common Securityholder, agrees that it shall
not cause the Company to liquidate unless TECO is also liquidating. Holders of
the Company Preferred Securities shall not have the ability to force or initiate
commencement of a liquidation of the Company unless TECO is also liquidating.

         Subject to the first sentence of Section 14.5, in the event of any
voluntary or involuntary dissolution, liquidation or winding up of the Company,
after satisfaction of liabilities to creditors, if any, but before any
liquidating distribution is made to holders of the Company Common Securities,
holders of the Company Preferred Securities will be entitled to receive out of
the assets of the Company available for distribution in liquidation, liquidating
distributions in respect of the Company Preferred Securities equal to the
"LIQUIDATION PREFERENCE CLAIM AMOUNT." That amount, for each $__________.00
Liquidation Preference of Company Preferred Securities, is equal to: (i)
$__________.00, plus (ii) unpaid Preferred Dividends thereon with respect to the
current Dividend Period accrued on a daily basis through the date of
liquidation, plus (iii) accrued and unpaid Preferred Dividends, if any, for any
prior Dividend Period, plus (iv) the related amount of premium, if any, paid by
TECO upon the concurrent redemption of a Like Amount of Subordinated Notes.
After the holders of the Company Preferred Securities have received the
Liquidation Preference Claim Amount with respect to such Securities, holders of
the Company Common Securities will be entitled to share equally and ratably in
any remaining assets of the Company.

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

                                       21
<PAGE>   27


with such obligations on behalf of the Company or the holders of the Company
Preferred Securities, and may prosecute such proceeding to final judgment or
decree, including any appeals thereof, and enforce the same against TECO or any
other obligor in connection with such obligations and collect, out of the
property, wherever situated, of TECO or any such other obligor upon such
obligations, the monies adjudged or decreed to be payable in the manner provided
by law.

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

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

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

         (g) REDEMPTION. The Company Preferred Securities are not redeemable at
the option of the holders of Company Preferred Securities at any time and are
not redeemable by the Company prior to the Dividend Payment Date regularly
scheduled to occur on _____________, 20_____, except in whole upon the
occurrence of a Tax Event or an Investment Company Act Event as provided below.

         On each Subordinated Note Redemption Date and on the stated maturity of
the Subordinated Notes, the Company will be required to redeem a Like Amount of
Company Securities at the Redemption Price. Notice of redemption shall be given
by the Company by first-class mail, postage prepaid, mailed not less than 30 nor
more than 60 days prior to the Redemption Date to each holder of Company
Securities to be redeemed. All notices of redemption shall state: (i) the
Redemption Date; (ii) the Redemption Price; (iii) if less than all the


                                       22
<PAGE>   28

Company Securities are to be redeemed, the identification and the total
Liquidation Amount of the particular Company Securities to be redeemed; and (iv)
that on the Redemption Date the Redemption Price will become due and payable
upon each such Company Security to be redeemed and that distributions thereon
will cease to accrue on and after said date.

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

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

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

                                       23
<PAGE>   29


Redemption Date.

         If less than all the Company Securities are to be redeemed on a
Redemption Date, then no Company Common Securities shall be redeemed unless and
until all Company Preferred Securities have been redeemed. The particular
Company Preferred Securities to be redeemed shall be selected on a pro rata
basis (based upon Liquidation Amounts) not more than 60 days prior to the
Redemption Date by the Company from the outstanding Company Preferred Securities
not previously called for redemption which may provide for the selection for
redemption of portions (equal to $____ or an integral multiple of $___ in excess
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than $____. The Company shall promptly notify the Trustee and the
Registrar in writing of the Company Preferred Securities selected for redemption
and, in the case of any Company Preferred Securities selected for partial
redemption, the Liquidation Amount thereof to be redeemed. For all purposes of
this Agreement, unless the context otherwise requires, all provisions relating
to the redemption of Company Preferred Securities shall relate, in the case of
any Company Preferred Securities redeemed or to be redeemed only in part, to the
portion of the Liquidation Amount of Company Preferred Securities that has been
or is to be redeemed.

         The Company will also have the right at any time prior to the Dividend
Payment Date regularly scheduled to occur on _______________, 20_______, upon
the occurrence of a Tax Event or an Investment Company Act Event, and on not
less than 30 or more than 60 days' notice by mail, to redeem Company Preferred
Securities, in whole (but not in part) at a redemption price per security equal
to the Redemption Price.

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

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

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

         (i) SUBORDINATION OF COMPANY COMMON SECURITIES. If on any Dividend
Payment Date or Redemption Date any Event of Default resulting from an Indenture
Event of Default shall have occurred and be continuing, no payment of any
Dividend on, or Redemption Price of, any Company Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of
Company Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Preferred Dividends on all outstanding

                                       24
<PAGE>   30


Company Preferred Securities for all Dividend Periods terminating on or
prior thereto, or in the case of payment of the Redemption Price the full amount
of such Redemption Price on all outstanding Company Preferred Securities, shall
have been made or provided for, and all funds immediately available to the
Company shall first be applied to the payment in full in cash of all Preferred
Dividends on, or the Redemption Price of, Preferred Securities then due and
payable. In the case of the occurrence of any Event of Default resulting from
any Indenture Event of Default, the holders of Company Common Securities will be
deemed to have waived any right to act with respect to any such Event of Default
under this Agreement until the effect of all such Events of Default with respect
to the Company Preferred Securities have been cured, waived or otherwise
eliminated. Until any such Event of Default under this Agreement with respect to
the Company Preferred Securities has been so cured, waived or otherwise
eliminated, the Board of Directors shall act solely on behalf of the holders of
the Company Preferred Securities and not the holders of the Company Common
Securities, and only the holders of the Company Preferred Securities will have
the right to direct the Board of Directors to act on their behalf.

                                  ARTICLE VIII
                               VOTING AND MEETINGS

         Section 8.1 VOTING RIGHTS OF COMPANY PREFERRED SECURITYHOLDERS.

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

         (b) For so long as any Company Preferred Securities remain Outstanding,
if, upon a Note Event of Default, the Indenture Trustee fails or the holders of
not less than 25% in aggregate principal amount of the outstanding Subordinated
Notes fail to declare the principal of all of the Subordinated Notes to be
immediately due and payable, the holders of at least 25% in aggregate
Liquidation Preference of the Company Preferred Securities shall have such right
by a notice in writing to TECO and the Indenture Trustee; and upon any such
declaration such principal amount of and the accrued interest on all of the
Subordinated Notes shall become immediately due and payable; provided that the
payment of principal and interest on such Subordinated Notes shall remain
subordinated to the extent provided in the Indenture. At any time after such a
declaration of acceleration with respect to the Subordinated Notes has been made
and before a judgment or decree for payment of the money due has been obtained
by the Indenture Trustee as in the Indenture provided, the holders of a majority
in Liquidation Preference of the Company Preferred Securities, by written notice
to Registrar, TECO and the Indenture Trustee may rescind and annul such
declaration and its consequences if:

                 (i) TECO has paid or deposited with the Indenture Trustee a sum
         sufficient to pay

                     (A) all overdue installments of interest on all of the
Subordinated Notes,

                     (B) the principal of (and premium, if any, on) any
Subordinated Notes which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Subordinated Notes,
and


                                       25
<PAGE>   31

                     (C) all sums paid or advanced by the Indenture Trustee
under the Indenture and the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee, its agents and counsel; and

                 (ii) all Events of Default with respect to the Subordinated
         Notes, other than the non-payment of the principal of the Subordinated
         Notes which has become due solely by such acceleration, have been cured
         or waived as provided in Section 502 of the Indenture.

The holders of a majority in aggregate Liquidation Preference of the
Company Preferred Securities may, on behalf of the holders of all the Company
Preferred Securities, waive any past default under the Indenture, except a
default in the payment of principal or interest (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration has been deposited with the
Indenture Trustee) or a default in respect of a covenant or provision which
under the Indenture cannot be modified or amended without the consent of the
holder of each outstanding Subordinated Note. No such waiver or rescission shall
affect any subsequent default or impair any right consequent thereon. Upon
receipt by the Registrar of written notice declaring such an acceleration, or
rescission and annulment thereof, by holders of the Company Preferred Securities
all or part of which is represented by Book-Entry Company Preferred Securities
Certificates, a record date shall be established for determining holders of
outstanding Company Preferred Securities entitled to join in such notice, which
record date shall be at the close of business on the day the Registrar receives
such notice. The holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such holders remain holders after such record date; provided, that, unless such
declaration of acceleration, or rescission and annulment, as the case may be,
shall have become effective by virtue of the requisite percentage having joined
in such notice prior to the day which is 90 days after such record date, such
notice of declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any holder be canceled
and of no further effect. Nothing in this paragraph shall prevent a holder, or a
proxy of a holder, from giving, after expiration of such 90-day period, a new
written notice of declaration of acceleration, or rescission and annulment
thereof, as the case may be, that is identical to a written notice which has
been canceled pursuant to the proviso to the preceding sentence, in which event
a new record date shall be established pursuant to the provisions of this
Section 8.1(b).

         (c) For so long as any Company Preferred Securities remain Outstanding,
to the fullest extent permitted by law and subject to the terms of this
Agreement and the Indenture, upon a Note Event of Default specified in Section
501(1) or 501(2) of the Indenture, any holder of Company Preferred Securities
shall have the right to institute a proceeding directly against TECO, pursuant
to the Indenture, for enforcement of payment to such holder of the principal
amount of or interest on Subordinated Notes having a principal amount equal to
the Liquidation Preference of the Company Preferred Securities of such holder (a
"DIRECT ACTION"). In connection with any such Direct Action, TECO will be
subrogated to the rights of any holder of the Company Preferred Securities to
the extent of any payment made by TECO to such holder of Company Preferred
Securities as a result of such Direct Action.

                                       26

<PAGE>   32

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

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

         Section 8.3 MEETINGS OF THE SECURITYHOLDERS.

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

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

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

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

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

         (f) Subject to Section 7.3(e) and Section 8.3(e) of this Agreement, the
Board of Directors, in their sole discretion, shall establish all other
provisions relating to meetings of

                                       27
<PAGE>   33


Securityholders, including notice of the time, place or purpose of any meeting
at which any matter is to be voted on by any Securityholders, waiver of any such
notice, action by consent without a meeting, the establishment of a record date,
quorum requirements, voting in person or by proxy or any other matter with
respect to the exercise of any such right to vote.

                                   ARTICLE IX
                                    DIVIDENDS

         Section 9.1 DIVIDENDS.

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

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

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

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

                                   ARTICLE X
                                BOOKS AND RECORDS

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

         Section 10.2 LIMITATION ON ACCESS TO RECORDS. Each Securityholder has
the right, subject to this Agreement and to reasonable standards established by
the Board of Directors to obtain from the Company from time to time upon
reasonable request for any purpose reasonably related to such Securityholder's
interest as a member in the Company, information regarding the


                                       28
<PAGE>   34
affairs of the Company. Notwithstanding any provision of this Agreement, the
Board of Directors may, to the maximum extent permitted by law, keep, or cause
to be kept, confidential from the Company Preferred Securityholders, for such
period of time as the Board of Directors deems reasonable, any information the
disclosure of which the Board of Directors reasonably believes to be in the
nature of trade secrets or other information the disclosure of which the Board
of Directors in good faith believe is not in the best interest of the Company or
could damage the Company or its business or which the Company or the Board of
Directors are required by law or by an agreement with any Person to keep
confidential.

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

                                   ARTICLE XI
                                   TAX MATTERS

         Section 11.1 COMPANY TAX RETURNS.

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

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

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

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

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

                                       29
<PAGE>   35

                                  ARTICLE XII
                                    EXPENSES

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

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

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

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

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

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

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

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

                                  ARTICLE XIII
                   TRANSFERS OF SECURITIES BY SECURITYHOLDERS
                               AND RELATED MATTERS

         Section 13.1 RIGHT OF ASSIGNEE TO BECOME A COMPANY PREFERRED
SECURITYHOLDER. An assignee of Company Preferred Securities shall become a
Company Preferred Securityholder upon compliance with the provisions of Section
13.5 of this Agreement.

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

         Section 13.3 PERSONS DEEMED COMPANY PREFERRED SECURITYHOLDERS. The
Company may treat the Person in whose name any Company Preferred Certificate
shall be registered on the

                                       30
<PAGE>   36
books and records of the Company as the sole holder of such Company Preferred
Certificate and of the Company Preferred Securities represented by such Company
Preferred Certificate for purposes of receiving dividends or other distributions
and for all other purposes whatsoever and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such Company Preferred
Certificate or in the Company Preferred Securities represented by such Company
Preferred Certificate on the part of any other Person, whether or not the
Company shall have actual or other notice thereof. Notwithstanding the foregoing
or anything to the contrary herein, the Company agrees that at any time that the
Trust shall be a holder of any Company Preferred Securities, each holder of a
preferred certificate issued by the Trust shall, upon presentation to the
Company or the Registrar of reasonable evidence thereof, have the right to the
fullest extent permitted by law and without the need for any other action of any
other Person, including the Trustee under the Trust and any other holder of any
other of such preferred certificates, (a) to enforce in the name of the Trust
the Trust's rights under the Company Preferred Securities represented by the
preferred certificates of such holder and (b) to withdraw from the Trust upon
written notice to such Trustee and the Company and hold directly the underlying
Company Preferred Securities represented by such preferred certificates.

         Section 13.4 THE COMPANY PREFERRED CERTIFICATES. Company Preferred
Certificates shall be in denominations of $__________.00 or multiples thereof.
Each Company Preferred Certificate shall be signed, manually or by facsimile by
the President, any Vice-President or the Secretary of the Company. Company
Preferred Certificates, other than Company Preferred Certificates held by the
Trust, shall also be manually signed by the Registrar. Company Preferred
Certificates bearing the signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign on behalf of the
Company shall be validly issued notwithstanding that such individuals or any of
them shall have ceased to be so authorized prior to the delivery of such Company
Preferred Certificates or did not hold such offices at the date of delivery of
such Company Preferred Certificates. A transferee of a Company Preferred
Certificate shall become a Securityholder, upon due registration of such Company
Preferred Certificate in such transferee's name pursuant to Section 13.5.

         Section 13.5 TRANSFER OF COMPANY PREFERRED CERTIFICATES.

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


                                       31
<PAGE>   37
from time to time establish. Each Company Preferred Certificate surrendered for
registration of transfer shall be canceled by the Registrar. A transferee of a
Company Preferred Certificate shall be admitted to the Company, as a Company
Preferred Securityholder and shall be entitled to the rights and subject to the
obligations of a Company Preferred Securityholder hereunder upon receipt by such
transferee of a Company Preferred Certificate. By acceptance of a Company
Preferred Certificate, each transferee shall be bound by this Agreement. The
transferor of a Company Preferred Certificate, in whole, shall cease to be a
Company Preferred Securityholder at the time that the transferee of such Company
Preferred Certificate is admitted to the Company as a Company Preferred
Securityholder in accordance with this Section 13.5.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Company Preferred Certificates, but the Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of Company Preferred
Certificates.

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

         Section 13.6 MUTILATED, DESTROYED, LOST OR STOLEN COMPANY PREFERRED
CERTIFICATES. If (a) any mutilated Company Preferred Certificate shall be
surrendered to the Registrar, or if the Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Company Preferred
Certificate, and (b) there shall be delivered to the Registrar and the Company
such security or indemnity as may be required by them to save each of them
harmless, then in the absence of notice that such Company Preferred Certificate
shall have been acquired by a protected purchaser, the Company shall sign, the
Registrar shall countersign to the extent required under Section 13.4(a), and
the Company and the Registrar shall make available for delivery (all in the
manner provided for in Section 13.4), in exchange for or in lieu of any
mutilated, destroyed, lost or stolen Company Preferred Certificate, a new
Company Preferred Certificate of like class, tenor and denomination. In
connection with the issuance of any new

                                       32
<PAGE>   38


Company Preferred Certificate under this Section 13.6, the Company or the
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Company Preferred Certificate issued pursuant to this Section shall constitute
conclusive evidence of a limited liability company interest in the Company
corresponding to that evidenced by the lost, stolen or destroyed Company
Preferred Certificate, as if originally issued, whether or not the lost, stolen
or destroyed Company Preferred Certificate shall be found at any time.

         Section 13.7 BOOK-ENTRY COMPANY PREFERRED CERTIFICATES.

         Upon the distribution of the Company Preferred Securities to the
holders of the Trust Preferred Securities in accordance with the provisions of
the Trust Agreement, the Company Preferred Certificates will be issued in the
form of a typewritten Company Preferred Certificate or Certificates representing
Book-Entry Company Preferred Certificates and delivered to the Clearing Agency
and registered on the Securities Register in the name of the nominee of the
Clearing Agency, and no beneficial owner will receive a Definitive Company
Preferred Certificate representing such beneficial owner's interest in such
Company Preferred Securities, except as provided in Section 13.10. Thereafter,
unless and until Definitive Company Preferred Certificates have been issued to
beneficial owners pursuant to Section 13.10:

         (a) the provisions of this Section 13.8 shall be in full force and
effect;

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

         (c) to the extent that the provisions of this Section 13.8 conflict
with any other provisions of this Agreement, the provisions of this Section 13.8
shall control; and

         (d) the rights of the Owners of the Book-Entry Company Preferred
Certificates shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such Owners and the
Clearing Agency and/or the Clearing Agency Participants. Pursuant to the
Certificate Depository Agreement, unless and until Definitive Company Preferred
Certificates are issued pursuant to Section 13.10, the initial Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments on the Company Preferred Securities to such
Clearing Agency Participants.

         Section 13.8 NOTICES TO CLEARING AGENCY.

         To the extent that a notice or other communication to the Owners is
required under this Agreement, from and after the date on which Company
Preferred Certificates shall have been delivered to a Clearing Agency, unless
and until Definitive Company Preferred Certificates shall have been issued to
Owners pursuant to Section 13.10, the Company shall give all such notices and
communications specified herein to be given to Owners to the Clearing Agency,
and shall have no obligations to the Owners.

                                       33
<PAGE>   39

         Section 13.9 DEFINITIVE COMPANY PREFERRED CERTIFICATES.

         If (a) the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Company Preferred
Certificates, and the Company is unable to locate a qualified successor, (b) the
Company elects to terminate the book-entry system through the Clearing Agency or
(c) after the occurrence of a Note Event of Default, Owners of Company Preferred
Certificates representing beneficial ownership interests aggregating at least a
majority of the Liquidation Amount advise the Company in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interest of the Owners of Company Preferred Certificates, then the
Company shall notify the Clearing Agency and the Clearing Agency shall notify
all Owners of Company Preferred Certificates of the occurrence of any such event
and of the availability of the Definitive Company Preferred Certificates to
Owners requesting the same. Upon surrender to the Registrar of the typewritten
Company Preferred Certificate or Certificates representing the Book-Entry
Company Preferred Certificates by the Clearing Agency, accompanied by
registration instructions, the Company shall execute the Definitive Company
Preferred Certificates in accordance with the instructions of the Clearing
Agency. Neither the Registrar nor the Company shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Company Preferred Certificates, the Company and the Registrar shall recognize
the holders of the Definitive Company Preferred Certificates as Securityholders.
The Definitive Company Preferred Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Company, as evidenced by the execution thereof by the Company.

                                  ARTICLE XIV
                    DISSOLUTION, LIQUIDATION AND TERMINATION

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

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

         (a) a decree or order by a court of competent jurisdiction shall have
been entered adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of the Company under any applicable federal or state bankruptcy or
similar law, and such decree or order shall have continued undischarged and
unstayed for a period of 90 days; or a decree or order of a court having
jurisdiction in the premises for the appointment of a receiver, liquidator,
trustee, assignee, sequestrator or similar official in bankruptcy or insolvency
of the Company or of all or substantially all of its property, or for the
winding up or liquidation of its affairs, shall have been

                                       34
<PAGE>   40

entered, and such decree or order shall have continued undischarged and
unstayed for a period of 90 days or the Company shall institute proceedings to
be adjudicated a voluntary bankrupt, or shall consent to the filing of a
bankruptcy proceeding against it, or shall file a petition or answer or consent
seeking reorganization, arrangement, adjustment or composition under any
applicable federal or state bankruptcy or similar law, or shall consent to the
filing of any such petition, or shall consent to the appointment of a receiver,
liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or
insolvency of the Company or of all or substantially all of its property, or
shall make an assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts generally as they become due and its willingness
to be adjudged a bankrupt, or limited liability company action shall be taken by
the Company in furtherance of any of the aforesaid purposes;

         (b) TECO is liquidated;

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

         (d) TECO's written direction, as holder of the Company Common
Securities, to the Board of Directors, only if a Tax Event or an Investment
Company Event (each as defined in the Subordinated Notes) has occurred, to
dissolve the Company and distribute the Subordinated Notes to the holders of the
Company Preferred Securities; or

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

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

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

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

         Section 14.5 CERTAIN RESTRICTIONS ON LIQUIDATION PAYMENTS. In the event
of any voluntary or involuntary dissolution of the Company, the board of
directors will distribute (after satisfying any liabilities to the Company's
creditors as provided by applicable law) to the holders of the Company
Securities a Like Amount of the Subordinated Notes. However, if that
distribution is determined to be impractical by the Board of Directors, the
holders of the Company Securities will be entitled to receive out of the
Company's assets available for distribution to holders (after any liabilities to
the Company's creditors as provided by applicable

                                       35
<PAGE>   41
law) a liquidation distribution in an amount equal to the amounts set forth,
and in the priority prescribed, in Section 7.3(d). If such liquidation
distribution to the Company Preferred Securityholders can be paid only in part
because the Company has insufficient assets available to pay in full the
aggregate liquidation distribution, then the amounts payable directly by the
Company on its Company Preferred Securities will be paid on a pro rata basis
based on the Liquidation Amount.

         Section 14.6 TERMINATION. This Agreement will terminate upon the latest
to occur of the redemption of all of the Company Preferred Securities, a final
distribution in respect of the Company Preferred Securities and delivery of such
distribution to the holders of the Company Preferred Securities, or dissolution,
winding up and termination of the Company.

                                   ARTICLE XV
                                  MISCELLANEOUS

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

         Section 15.2 NOTIFICATION; AMENDMENT OF CERTIFICATE OF FORMATION. In
the event this Agreement shall be amended pursuant to Section 15.1, the Board of
Directors shall promptly notify all Securityholders of such amendments and cause
the Certificate of Formation to be

                                       36
<PAGE>   42


amended to reflect such change if it deems such amendment of the Certificate
of Formation to be necessary or appropriate.

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

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

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

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

                                       37
<PAGE>   43

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

         Section 15.7 EXCULPATION.

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

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

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

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

         Section 15.9 ADDITIONAL DOCUMENTS. Each Company Preferred
Securityholder, upon the request of the Board of Directors, agrees to perform
all further acts and execute,

                                       38
<PAGE>   44

acknowledge and deliver any documents that may be reasonably necessary to
carry out the provisions of this Agreement.

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

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

                        c/o The Corporation Trust Company
                        1209 Orange Street
                        Wilmington, Delaware 19801

                        with a copy to:

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

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

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

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

         Section 15.12 CONCERNING THE TRUSTEE. This document has been executed
by a representative of The Bank of New York, acting not in its individual
capacity, but solely, in its capacity as Trustee on behalf of the Trust. In no
case shall The Bank of New York (or any entity, acting as successor or
additional trustee or any of their respective representatives or agents) be
personally liable for or on account of any of the statements, representations,
warranties, covenants or obligations of or pertaining to the Trust or any other
Person hereunder.

         Section 15.13 SUBMISSION TO JURISDICTION. TECO irrevocably consents and
agrees, that any legal action, suit or proceeding against it with respect to its
obligations, liabilities or any other matter arising out of or in connection
with this Agreement may be brought in the courts of the State of New York or the
courts of the United States of America located in The City of New York and until
amounts due and to become due under this Agreement have been paid, hereby


                                       39
<PAGE>   45

irrevocably consents and submits to the non-exclusive jurisdiction of each such
court in personam, generally and unconditionally with respect to any such
action, suit or proceeding for itself and in respect of its properties, assets
and revenues. Service of process upon the branch in any such action, suit or
proceeding shall be deemed in every respect service of process upon TECO. TECO
hereby irrevocably and unconditionally waives, to the fullest extent permitted
by law, except as otherwise provided for in this Agreement, any objection which
it may now or hereafter have to the laying of venue of any of the aforesaid
actions, suits or proceedings brought in the United States Federal courts
located in The City of New York or the courts of the State of New York and
hereby further irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum. The provisions of this
Section 15.13 shall survive any termination of this Agreement, in whole or in
part.

                                       40

<PAGE>   46




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


                                          TECO ENERGY, INC.



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


                                          TECO CAPITAL TRUST ____


                                          By:  The Bank of New York, not in its
                                               individual capacity, but solely
                                               as Property Trustee



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




<PAGE>   47




                                                                         ANNEX A
                                                     to the Amended and Restated
                                             Limited Liability Company Agreement















<PAGE>   48


================================================================================

                              GUARANTEE AGREEMENT

                                    between



                               TECO ENERGY, INC.

                                 (as Guarantor)

                                      and

                              THE BANK OF NEW YORK

                             (as Guarantee Trustee)

                                  dated as of

                              _____________, 20__


================================================================================

<PAGE>   49

                                TABLE OF CONTENTS

                                                                            PAGE

Article I     DEFINITIONS.....................................................1

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

Article II    TRUST INDENTURE ACT.............................................4

     Section 2.1  Trust Indenture Act; Application............................4

     Section 2.2  List of Holders.............................................4

     Section 2.3  Reports by the Guarantee Trustee............................5

     Section 2.4  Periodic Reports to the Guarantee Trustee...................5

     Section 2.5  Evidence of Compliance with Conditions Precedent............5

     Section 2.6  Events of Default; Waiver...................................5

     Section 2.7  Event of Default; Notice....................................6

     Section 2.8  Conflicting Interests.......................................6

Article III   POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE..............6

     Section 3.1  Powers and Duties of the Guarantee Trustee..................6

     Section 3.2  Certain Rights of Guarantee Trustee.........................8

     Section 3.3  Indemnity..................................................10

Article IV    GUARANTEE TRUSTEE..............................................10

     Section 4.1  Guarantee Trustee: Eligibility.............................10

     Section 4.2  Appointment, Removal and Resignation of the Guarantee
                    Trustee..................................................10

Article V     GUARANTEE......................................................11

     Section 5.1  Guarantee..................................................11

     Section 5.2  Waiver of Notice and Demand................................11

     Section 5.3  Obligations Not Affected...................................11

     Section 5.4  Rights of Holders..........................................12

     Section 5.5  Guarantee of Payment.......................................13

     Section 5.6  Subrogation................................................13

     Section 5.7  Independent Obligations....................................13

Article VI    COVENANTS AND SUBORDINATION....................................13

     Section 6.1  Subordination..............................................13

     Section 6.2  Pari Passu Guarantees......................................13


                                      -i-
<PAGE>   50

                                TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE

Article VII   TERMINATION....................................................14

     Section 7.1  Termination................................................14

Article VIII  MISCELLANEOUS..................................................14

     Section 8.1  Successors and Assigns.....................................14

     Section 8.2  Amendments.................................................14

     Section 8.3  Notices....................................................14

     Section 8.4  Benefit....................................................15

     Section 8.5  Interpretation.............................................15

     Section 8.6  Governing Law..............................................16


                                      -ii-
<PAGE>   51


                               GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT, dated as of ______________, 20__, is executed and
delivered by TECO ENERGY, INC. (the "GUARANTOR"), a Florida corporation having
its principal office at TECO Plaza, 702 North Franklin Street, Tampa, Florida,
33602, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the
"GUARANTEE TRUSTEE"), for the benefit of the Holders (as defined herein) from
time to time of the Company Preferred Securities (as defined herein) of TECO
Funding Company ___, LLC, a Delaware limited liability company (the "LLC").

     WHEREAS, pursuant to an Amended and Restated Trust Agreement (the "TRUST
AGREEMENT"), dated as of _____________, 2000 among the trustees named therein
(the "TRUSTEES"), the LLC, as Depositor, and the Holders from time to time of
undivided beneficial ownership interests in the assets of TECO Capital Trust ___
(the "Issuer"), a Delaware statutory business trust, the Issuer is issuing up to
$_____________ aggregate liquidation preference of its __% Trust Preferred
Securities (liquidation preference $25 per preferred security) (the "TRUST
PREFERRED SECURITIES") representing undivided beneficial ownership interests in
the assets of the Issuer and having the terms set forth in the Trust Agreement;

     WHEREAS, the Guarantee Trustee will use the proceeds of the Trust Preferred
Securities to purchase the preferred securities of the LLC (the "COMPANY
PREFERRED SECURITIES"), and the proceeds of the Company Preferred Securities
will be used to purchase $_________ of the ____% Junior Subordinated Notes due
_______ (the "NOTES") of the Guarantor which will constitute the principal
assets of the LLC; and

     WHEREAS, as incentive for the Guarantee Trustee to purchase the Company
Preferred Securities, the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth herein, to pay to the Holders of the Company
Preferred Securities the Guarantee Payments (as defined herein) and to make
certain other payments on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the purchase by the Guarantee Trustee
and each Holder of Company Preferred Securities, which purchase the Guarantor
hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers
this Guarantee Agreement for the benefit of the Holders from time to time of the
Company Preferred Securities.

                                   ARTICLE I

                                  DEFINITIONS

     SECTION 1.1 DEFINITIONS.

     As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified

<PAGE>   52
Person; provided, however, that an Affiliate of the Guarantor shall not be
deemed to include the Issuer. For the purposes of this definition, "control"
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

     "EVENT OF DEFAULT" means a default by the Guarantor on any of its payment
or other obligations under this Guarantee Agreement; provided, however, that,
except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 90 days after receipt of such notice.

     "GUARANTEE PAYMENTS" means the following payments or distributions, without
duplication, with respect to the Company Preferred Securities, to the extent not
paid or made by or on behalf of the LLC; (i) any accumulated and unpaid
Dividends (as defined in the LLC Agreement) required to be paid on such Company
Preferred Securities, (ii) the redemption price, including all accumulated and
unpaid Dividends to the date of redemption (the "REDEMPTION PRICE"), with
respect to the Company Preferred Securities called for redemption by the LLC,
and (iii) upon a voluntary or involuntary termination, winding up or liquidation
of the LLC, unless Notes are distributed to the Holders, the greater of (a) the
aggregate of the liquidation preference of $25 per Company Preferred Security
plus accumulated and unpaid Dividends on the Company Preferred Securities to the
date of payment and (b) the amount of assets of the LLC remaining available for
distribution to Holders in liquidation of the LLC (in either case, the
"LIQUIDATION DISTRIBUTION").

     "GUARANTEE TRUSTEE" means The Bank of New York, until a Successor Guarantee
Trustee has been appointed and has accepted such appointment pursuant to the
terms of this Guarantee Agreement and thereafter means each such Successor
Guarantee Trustee.

     "HOLDER" means any holder, as registered on the books and records of the
Issuer, of any Trust Preferred Securities or, as registered on the books of the
LLC, of any Company Preferred Securities, as the context may require; provided,
however, that in determining whether the holders of the requisite percentage of
Trust Preferred Securities or Company Preferred Securities have given any
request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the
Guarantee Trustee.

     "INDEBTEDNESS" means, with respect to a Person, (i) the principal of and
premium, if any, and interest, if any, on, (A) indebtedness of such Person for
money borrowed and (B) indebtedness evidenced by securities, notes, debentures,
bonds or other similar instruments issued by such Person; (ii) all capital lease
obligations of such Person; (iii) all obligations of such Person issued or
assumed as the deferred purchase price of property, all conditional sale
obligations of such Person and all obligations of such Person under any
conditional sale or title retention agreement (but excluding trade accounts
payable and accrued liabilities in the ordinary course of business); (iv) all
obligations, contingent or otherwise, of such Person in respect of any letters
of credit, banker's acceptance, security purchase facilities or similar credit
transactions; (v) all obligations in respect of interest rate swap, cap, floor,
collar or other agreements, interest


                                       2
<PAGE>   53

rate future or option contracts, currency swap agreements, currency future or
option contracts and other similar agreements; and (vi) all obligations of the
type referred to in clauses (i) through (v) of others for the payment of which
such Person is responsible or liable as obligor, guarantor or otherwise.

     "INDENTURE" means the Indenture, dated as of August 17, 1998, between the
Guarantor and The Bank of New York, as Trustee, together with the Third
Supplemental Indenture dated as of _______, 2000 relating to the Notes, each as
amended or supplemented from time to time.

     "JUNIOR SUBORDINATED INDEBTEDNESS" means all Indebtedness of the Guarantor
subordinate and junior to Subordinated Indebtedness and Senior Indebtedness.

     "LIST OF HOLDERS" has the meaning specified in Section 2.2(a).

     "LLC AGREEMENT" means the Amended and Restated Limited Liability Company
Agreement of the LLC dated as of ________, 2000, as the same may be amended from
time to time.

     "MAJORITY IN LIQUIDATION PREFERENCE OF THE COMPANY PREFERRED SECURITIES"
means, except as provided by the Trust Indenture Act, a vote by the Holder(s),
voting separately as a class, of more than 50% of the liquidation preference of
all then outstanding Company Preferred Securities issued by the LLC.

     "OFFICERS' CERTIFICATE" means, with respect to any Person, a certificate
signed by the Chairman or a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of such Person, and delivered to the Guarantee Trustee. Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Guarantee Agreement shall include:

          (a)  a statement that each officer signing the Officers' Certificate
     has read the covenant or condition and the definitions relating thereto;

          (b)  a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer in rendering the Officers'
     Certificate;

          (c)  a statement that each officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer to express an informed opinion as to whether or not such covenant
     or condition has been complied with; and

          (d)  a statement as to whether, in the opinion of each officer, such
     condition or covenant has been complied with.

     "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.


                                       3
<PAGE>   54

     "RESPONSIBLE OFFICER" means, with respect to the Guarantee Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, any
Assistant Secretary, any Assistant Treasurer, any trust officer or assistant
trust officer or any other officer of the Corporate Trust Department of the
above designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

     "SENIOR INDEBTEDNESS" means all Indebtedness of the Guarantor, unless, in
the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are not superior in right of
payment to Subordinated Indebtedness or Junior Subordinated Indebtedness or to
other Indebtedness of the Guarantor which is pari passu with, or subordinated
to, Subordinated Indebtedness or Junior Subordinated Indebtedness.

     "SUBORDINATED INDEBTEDNESS" means all Indebtedness of the Guarantor which
is subordinated and Junior in right of payment to Senior Indebtedness, but does
not include Junior Subordinated Indebtedness.

     "SUCCESSOR GUARANTEE TRUSTEE" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended.

                                   ARTICLE II

                               TRUST INDENTURE ACT

     SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.

          (a)  This Guarantee Agreement is subject to the provisions of the
     Trust Indenture Act that are required to be part of this Guarantee
     Agreement and shall, to the extent applicable, be governed by such
     provisions.

          (b)  If and to the extent that any provision of this Guarantee
     Agreement limits, qualifies or conflicts with the duties imposed by
     Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed
     duties shall control.

     SECTION 2.2 LIST OF HOLDERS.

          (a)  The Guarantor shall furnish or cause to be furnished to the
     Guarantee Trustee (a) quarterly, on or before January 1, April 1, July 1
     and October 1(1) of each year, a list, in such form as the Guarantee
     Trustee may reasonably require, of the names and addresses of the Holders
     of the Company Preferred Securities ("LIST OF HOLDERS") as of a date not
     more than 15 days prior to the delivery thereof, and (b) at such other
     times as the Guarantee Trustee may request in writing, within 30 days after
     the receipt by the

-----------------
(1)  These dates are 15 days before the interest payment dates.

                                       4
<PAGE>   55

     Guarantor of any such request, a List of Holders as of a date not more than
     15 days prior to the time such list is furnished, in each case to the
     extent such information is in the possession or control of the Guarantor
     and is not identical to a previously supplied list of Holders or has not
     otherwise been received by the Guarantee Trustee in its capacity as such.
     The Guarantee Trustee may destroy any List of Holders previously given to
     it on receipt of a new List of Holders.

          (b)  The Guarantee Trustee shall comply with its obligations under
     Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture
     Act.

     SECTION 2.3 REPORTS BY THE GUARANTEE TRUSTEE.

     Not later than May 15 of each year, commencing May 15, 2001 the Guarantee
Trustee shall provide to the Holders of the Company Preferred Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Guarantee Trustee shall also comply with the requirements of Section 313(d)
of the Trust Indenture Act.

     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Guarantee Trustee with each national stock exchange,
the NASDAQ National Market or such other interdealer quotation system or
self-regulatory organization upon which the Company Preferred Securities are
listed or traded, with the Commission and with the Guarantor. The Guarantor will
promptly notify the Guarantee Trustee when any Company Preferred Securities are
listed on any stock exchange and of any delisting thereof.

     SECTION 2.4 PERIODIC REPORTS TO THE GUARANTEE TRUSTEE.

     The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission and the Holders such documents, reports and information, if
any, as required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.

     SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

     SECTION 2.6 EVENTS OF DEFAULT; WAIVER.

     The Holders of a Majority in liquidation preference of the Company
Preferred Securities may, by vote, on behalf of the Holders, waive any past
Event of Default and its consequences. Upon such waiver, any such Event of
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Guarantee


                                       5
<PAGE>   56

Agreement, but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent therefrom.

     SECTION 2.7 EVENT OF DEFAULT; NOTICE.

          (a)  The Guarantee Trustee shall, within 90 days after the occurrence
     of an Event of Default known to the Guarantee Trustee, transmit by mail,
     first class postage prepaid, to the Holders of the Company Preferred
     Securities, notices of all such Events of Default unless such defaults have
     been cured or waived before the giving of such notice; provided, that,
     except in the case of a default in the payment of a Guarantee Payment, the
     Guarantee Trustee shall be protected in withholding such notice if and so
     long as the Board of Directors, the executive committee or a trust
     committee of directors and/or Responsible Officers of the Guarantee Trustee
     in good faith determines that the withholding of such notice is in the
     interests of the Holders.

          (b)  The Guarantee Trustee shall not be deemed to have knowledge of
     any Event of Default unless the Guarantee Trustee shall have received
     written notice, or a Responsible Officer charged with the administration of
     the Trust Agreement shall have obtained written notice, of such Event of
     Default.

     SECTION 2.8 CONFLICTING INTERESTS.

     The Trust Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

                                  ARTICLE III

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     SECTION 3.1 POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

          (a)  This Guarantee Agreement shall be held by the Guarantee Trustee
     for the benefit of the Holders of the Company Preferred Securities, and the
     Guarantee Trustee shall not transfer this Guarantee Agreement to any Person
     except a Holder exercising his or her rights pursuant to Section 5.4(iv) or
     to a Successor Guarantee Trustee on acceptance by such Successor Guarantee
     Trustee of its appointment to act as Successor Guarantee Trustee. The
     right, title and interest of the Guarantee Trustee shall automatically vest
     in any Successor Guarantee Trustee, upon acceptance by such Successor
     Guarantee Trustee of its appointment hereunder, and such vesting and
     cessation of title shall be effective whether or not conveyancing documents
     have been executed and delivered pursuant to the appointment of such
     Successor Guarantee Trustee.

          (b)  If an Event of Default has occurred and is continuing, the
     Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of
     the Holders of the Company Preferred Securities.


                                       6
<PAGE>   57

          (c)  The Guarantee Trustee, before the occurrence of any Event of
     Default and after the curing or waiver of all Events of Default that may
     have occurred, shall undertake to perform only such duties as are
     specifically set forth in this Guarantee Agreement, and no implied
     covenants shall be read into this Guarantee Agreement against the Guarantee
     Trustee. In case an Event of Default has occurred (that has not been cured
     or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise
     such of the rights and powers vested in it by this Guarantee Agreement, and
     use the same degree of care and skill in its exercise thereof, as a prudent
     person would exercise or use under the circumstances in the conduct of his
     or her own affairs.

          (d)  No provision of this Guarantee Agreement shall be construed to
     relieve the Guarantee Trustee from liability for its own negligent action,
     its own negligent failure to act or its own willful misconduct, except
     that:

               (i)  prior to the occurrence of any Event of Default and after
          the curing or waiving of all such Events of Default that may have
          occurred:

                    (A)  the duties and obligations of the Guarantee Trustee
               shall be determined solely by the express provisions of this
               Guarantee Agreement, and the Guarantee Trustee shall not be
               liable except for the performance of such duties and obligations
               as are specifically set forth in this Guarantee Agreement; and

                    (B)  in the absence of bad faith on the part of the
               Guarantee Trustee, the Guarantee Trustee may conclusively rely,
               as to the truth of the statements and the correctness of the
               opinions expressed therein, upon any certificates or opinions
               furnished to the Guarantee Trustee and conforming to the
               requirements of this Guarantee Agreement; but in the case of any
               such certificates or opinions that by any provision hereof or of
               the Trust Indenture Act are specifically required to be furnished
               to the Guarantee Trustee, the Guarantee Trustee shall be under a
               duty to examine the same to determine whether or not they conform
               to the requirements of this Guarantee Agreement;

               (ii) the Guarantee Trustee shall not be liable for any error of
          judgment made in good faith by a Responsible Officer of the Guarantee
          Trustee, unless it shall be proved that the Guarantee Trustee was
          negligent in ascertaining the pertinent facts upon which such judgment
          was made;

               (iii) the Guarantee Trustee shall not be liable with respect to
          any action taken or omitted to be taken by it in good faith in
          accordance with the direction of the Holders of not less than a
          Majority in liquidation preference of the Company Preferred Securities
          relating to the time, method and place of conducting any proceeding
          for any remedy available to the Guarantee Trustee, or exercising any
          trust or power conferred upon the Guarantee Trustee under this
          Guarantee Agreement; and


                                       7
<PAGE>   58

               (iv) no provision of this Guarantee Agreement shall require the
          Guarantee Trustee to expend or risk its own funds or otherwise incur
          personal financial liability in the performance of any of its duties
          or in the exercise of any of its rights or powers, if the Guarantee
          Trustee shall have reasonable grounds for believing that the repayment
          of such funds or liability is not reasonably assured to it under the
          terms of this Guarantee Agreement or adequate indemnity against such
          risk or liability is not reasonably assured to it.

     SECTION 3.2 CERTAIN RIGHTS OF GUARANTEE TRUSTEE.

          (a)  Subject to the provisions of Section 3.1:

               (i)  The Guarantee Trustee may conclusively rely and shall be
          fully protected in acting or refraining from acting upon any
          resolution, certificate, statement, instrument, opinion, report,
          notice, request, direction, consent, order, bond, debenture, note,
          other evidence of indebtedness or other paper or document reasonably
          believed by it to be genuine and to have been signed, sent or
          presented by the proper party or parties.

               (ii) Any direction or act of the Guarantor contemplated by this
          Guarantee Agreement shall be sufficiently evidenced by an Officer's
          Certificate unless otherwise prescribed herein.

               (iii) Whenever, in the administration of this Guarantee
          Agreement, the Guarantee Trustee shall deem it desirable that a matter
          be proved or established before taking, suffering or omitting to take
          any action hereunder, the Guarantee Trustee (unless other evidence is
          herein specifically prescribed) may, in the absence of bad faith on
          its part, request and rely upon an Officers' Certificate which, upon
          receipt of such request from the Guarantee Trustee, shall be promptly
          delivered by the Guarantor.

               (iv) The Guarantee Trustee may consult with legal counsel of its
          selection, and the written advice or opinion of such legal counsel
          with respect to legal matters shall be full and complete authorization
          and protection in respect of any action taken, suffered or omitted to
          be taken by it hereunder in good faith and in accordance with such
          advice or opinion. Such legal counsel may be legal counsel to the
          Guarantor or any of its Affiliates and may be one of its employees.
          The Guarantee Trustee shall have the right at any time to seek
          instructions concerning the administration of this Guarantee Agreement
          from any court of competent jurisdiction.

               (v)  The Guarantee Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this Guarantee
          Agreement at the request or direction of any Holder, unless such
          Holder shall have provided to the Guarantee Trustee such adequate
          security and indemnity as would satisfy a reasonable person in the
          position of the Guarantee Trustee, against the costs, expenses
          (including attorneys' fees and expenses) and liabilities that might be
          incurred by it


                                       8
<PAGE>   59

          in complying with such request or direction, including such reasonable
          advances as may be requested by the Guarantee Trustee; provided that,
          nothing contained in this Section 3.2(a)(v) shall be taken to relieve
          the Guarantee Trustee, upon the occurrence of an Event of Default, of
          its obligation to exercise the rights and powers vested in it by this
          Guarantee Agreement.

               (vi) The Guarantee Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture, note, other evidence of
          indebtedness or other paper or document, but the Guarantee Trustee, in
          its discretion, may make such further inquiry or investigation into
          such facts or matters as it may see fit, and if the Guarantee Trustee
          shall determine to make such further inquiry or investigation, it
          shall be entitled to examine the books, records and premises of the
          Guarantor, personally or by agent or attorney.

               (vii) The Guarantee Trustee may execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly or by
          or through its agents or attorneys, and the Guarantee Trustee shall
          not be responsible for any misconduct or negligence on the part of any
          such agent or attorney appointed with due care by it hereunder.

               (viii) Any action taken by the Guarantee Trustee or its agents
          hereunder shall bind the Holders, and the signature of the Guarantee
          Trustee or its agents alone shall be sufficient and effective to
          perform such action. No third party shall be required to inquire as to
          the authority of the Guarantee Trustee to so act or as to its
          compliance with any of the terms and provisions of this Guarantee
          Agreement, both of which shall be conclusively evidenced by the
          Guarantee's or its agent's taking such action.

               (ix) Whenever in the administration of this Guarantee Agreement
          the Guarantee Trustee shall deem it desirable to receive instructions
          with respect to enforcing any remedy or right or taking any other
          action hereunder, the Guarantee Trustee (A) may request instructions
          from the Holders of a Majority in Liquidation Amount of the Company
          Preferred Securities, (B) may refrain from enforcing such remedy or
          right or taking such other action until such instructions are
          received, and (C) shall be protected in acting in accordance with such
          instructions.

          (b)  No provision of this Guarantee Agreement shall be deemed to
     impose any duty or obligation on the Guarantee Trustee to perform any act
     or acts or exercise any right, power, duty or obligation conferred or
     imposed on it in any jurisdiction in which it shall be illegal, or in which
     the Guarantee Trustee shall be unqualified or incompetent in accordance
     with applicable law, to perform any such act or acts or to exercise any
     such right, power, duty or obligation. No permissive power or authority
     available to the Guarantee Trustee shall be construed to be a duty to act
     in accordance with such power and authority.


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<PAGE>   60

     SECTION 3.3 INDEMNITY.

     The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Guarantee Trustee, arising out of or in connection
with the acceptance or administration of this Guarantee Agreement, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The Guarantee Trustee will not claim or exact any lien or charge on
any Guarantee Payments as a result of any amount due to it under this Guarantee
Agreement.

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

     SECTION 4.1 GUARANTEE TRUSTEE: ELIGIBILITY.

          (a)  There shall at all times be a Guarantee Trustee which shall:

               (i)  not be an Affiliate of the Guarantor; and

               (ii) be a Person that is eligible pursuant to the Trust Indenture
          Act to act as such and has a combined capital and surplus of at least
          $50,000,000, and shall be a corporation meeting the requirements of
          Section 310(c) of the Trust Indenture Act. If such corporation
          publishes reports of condition at least annually, pursuant to law or
          to the requirements of the supervising or examining authority, then,
          for the purposes of this Section and to the extent permitted by the
          Trust Indenture Act, the combined capital and surplus of such
          corporation shall be deemed to be its combined capital and surplus as
          set forth in its most recent report of condition so published.

          (b)  If at any time the Guarantee Trustee shall cease to be eligible
     to so act under Section 4.1(a), the Guarantee Trustee shall immediately
     resign in the manner and with the effect set out in Section 4.2(c).

          (c)  If the Guarantee Trustee has or shall acquire any "conflicting
     interest" within the meaning of Section 310(b) of the Trust Indenture Act,
     the Guarantee Trustee and Guarantor shall in all respects comply with the
     provisions of Section 310(b) of the Trust Indenture Act.

     SECTION 4.2 APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE TRUSTEE.

          (a)  Subject to Section 4.2(b), the Guarantee Trustee may be appointed
     or removed without cause at any time by the Guarantor.

          (b)  The Guarantee Trustee shall not be removed until a Successor
     Guarantee Trustee has been appointed and has accepted such appointment by
     written instrument executed by such Successor Guarantee Trustee and
     delivered to the Guarantor.


                                       10
<PAGE>   61

          (c)  The Guarantee Trustee appointed hereunder shall hold office until
     a Successor Guarantee Trustee shall have been appointed or until its
     removal or resignation. The Guarantee Trustee may resign from office
     (without need for prior or subsequent accounting) by an instrument in
     writing executed by the Guarantee Trustee and delivered to the Guarantor,
     which resignation shall not take effect until a Successor Guarantee Trustee
     has been appointed and has accepted such appointment by instrument in
     writing executed by such Successor Guarantee Trustee and delivered to the
     Guarantor and the resigning Guarantee Trustee.

          (d)  If no Successor Guarantee Trustee shall have been appointed and
     accepted appointment as provided in this Section 4.2 within 60 days after
     delivery to the Guarantor of an instrument of resignation, the resigning
     Guarantee Trustee may petition, at the expense of the Guarantor, any court
     of competent jurisdiction for appointment of a Successor Guarantee Trustee.
     Such court may thereupon, after prescribing such notice, if any, as it may
     deem proper, appoint a Successor Guarantee Trustee.

                                   ARTICLE V

                                   GUARANTEE

     SECTION 5.1 GUARANTEE.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders of the Company Preferred Securities the Guarantee Payments (without
duplication of amounts theretofore paid by or on behalf of the LLC), as and when
due, regardless of any defense, right of setoff or counterclaim which the LLC
may have or assert. The Guarantor's obligation to make a Guarantee Payment may
be satisfied by direct payment of the required amounts by the Guarantor to the
Holders of the Company Preferred Securities or by causing the LLC to pay such
amounts to the Holders.

     SECTION 5.2 WAIVER OF NOTICE AND DEMAND.

     The Guarantor hereby waives notice of acceptance of the Guarantee Agreement
and of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Guarantee Trustee,
LLC or any other Person before proceeding against the Guarantor, protest, notice
of nonpayment, notice of dishonor, notice of redemption and all other notices
and demands.

     SECTION 5.3 OBLIGATIONS NOT AFFECTED.

     The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

          (a)  the release or waiver, by operation of law or otherwise, of the
     performance or observance by the LLC of any express or implied agreement,
     covenant, term or condition relating to the Company Preferred Securities to
     be performed or observed by the LLC;


                                       11
<PAGE>   62

          (b)  the extension of time for the payment by the LLC of all or any
     portion of the Dividends (other than an extension of time for payment of
     Dividends that results from the extension of any interest payment period on
     the Notes as so provided in the Indenture), Redemption Price, Liquidation
     Distribution or any other sums payable under the terms of the Company
     Preferred Securities or the extension of time for the performance of any
     other obligation under, arising out of, or in connection with, the Company
     Preferred Securities;

          (c)  any failure, omission, delay or lack of diligence on the part of
     the Holders to enforce, assert or exercise any right, privilege, power or
     remedy conferred on the Holders pursuant to the terms of the Company
     Preferred Securities, or any action on the part of the LLC granting
     indulgence or extension of any kind;

          (d)  the voluntary or involuntary liquidation, dissolution, sale of
     any collateral, receivership, insolvency, bankruptcy, assignment for the
     benefit of creditors, reorganization, arrangement, composition or
     readjustment of debt of, or other similar proceedings affecting, the LLC or
     any of the assets of the LLC;

          (e)  any invalidity of, or defect or deficiency in, the Company
     Preferred Securities;

          (f)  the settlement or compromise of any obligation guaranteed hereby
     or hereby incurred; or

          (g)  any other circumstance whatsoever that might otherwise constitute
     a legal or equitable discharge or defense of a guarantor, it being the
     intent of this Section 5.3 that the obligations of the Guarantor hereunder
     shall be absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

     SECTION 5.4 RIGHTS OF HOLDERS.

     The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders of the Company Preferred Securities; (ii) the Guarantee Trustee has the
right to enforce this Guarantee Agreement on behalf of the Holders of the
Company Preferred Securities; (iii) the Holders of a Majority in liquidation
preference of the Company Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee Agreement or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) to the fullest extent permitted by law, without the need for
any other action of any person, including the Guarantee Trustee or any other
Holder of Trust Preferred Securities or Company Preferred Securities, each
Holder of Trust Preferred Securities or Company Preferred Securities will be
entitled to enforce the rights of the Holders of the Company Preferred
Securities under this Guarantee Agreement. The Guarantor waives, any right or
remedy to require that any action on this Guarantee Agreement be


                                       12
<PAGE>   63

brought first against the LLC or any other Person or entity before proceeding
directly against the Guarantor.

     SECTION 5.5 GUARANTEE OF PAYMENT.

     This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the LLC) or upon distribution of Notes to Holders as provided in the LLC
Agreement and the Trust Agreement.

     SECTION 5.6 SUBROGATION.

     The Guarantor shall be subrogated to all (if any) rights of the Holders
against the LLC in respect of any amounts paid to the Holders by the Guarantor
under this Guarantee Agreement and shall have the right to waive payment by the
LLC pursuant to Section 5.1; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any rights which it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Guarantee Agreement, if at the time of any such payment, any amounts
are due and unpaid under this Guarantee Agreement. If any amount shall be paid
to the Guarantor in violation of the preceding sentence, the Guarantor agrees to
hold such amount in trust for the Holders of the Company Preferred Securities
and to pay over such amount to the Holders.

     SECTION 5.7 INDEPENDENT OBLIGATIONS.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the LLC with respect to the Company Preferred Securities
and that the Guarantor shall be liable as principal and as debtor hereunder to
make Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI

                          COVENANTS AND SUBORDINATION

     SECTION 6.1 SUBORDINATION.

     This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank subordinate and junior in right of payment to all Senior
Indebtedness and Subordinated Indebtedness of the Guarantor.

     SECTION 6.2 PARI PASSU GUARANTEES.

     This Guarantee Agreement shall rank pari passu with any similar Guarantee
Agreements issued by the Guarantor on behalf of the Holders of Company Preferred
Securities issued by TECO Funding Company I, LLC.


                                       13
<PAGE>   64

                                  ARTICLE VII

                                  TERMINATION

     SECTION 7.1 TERMINATION.

     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Company Preferred
Securities, (ii) the distribution of Notes to the Holders in exchange for all of
the Company Preferred Securities or (iii) full payment of the amounts payable in
accordance with the Trust Agreement upon liquidation of the LLC, provided,
however, that the provisions of Section 3.3 hereof shall survive the termination
of this Guarantee Agreement. Notwithstanding the foregoing, this Guarantee
Agreement will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder must restore payment of any sums paid with respect
to Company Preferred Securities or this Guarantee Agreement.

                                  ARTICLE VIII

                                 MISCELLANEOUS

     SECTION 8.1 SUCCESSORS AND ASSIGNS.

     All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Company Preferred
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article Eight of the
Indenture and pursuant to which the assignee agrees in writing to perform the
Guarantor's obligations hereunder, the Guarantor shall not assign its
obligations hereunder.

     SECTION 8.2 AMENDMENTS.

     Except with respect to any changes which do not adversely affect the rights
of the Holders of the Company Preferred Securities in any material respect (in
which case no consent of the Holders will be required), this Guarantee Agreement
may only be amended with the prior approval of the Holders of not less than a
Majority in liquidation preference of all the outstanding Company Preferred
Securities. The provisions of Article VIII of the LLC Agreement concerning
meetings of the Holders shall apply to the giving of such approval.

     SECTION 8.3 NOTICES.

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

          (a)  if given to the Guarantee Trustee, at the Guarantee Trustee's
     mailing address set forth below (or such other address as the Guarantee
     Trustee may give notice of to the Guarantor and the Holders):


                                       14
<PAGE>   65

          The Bank of New York
          101 Barclay Street
          21st Floor
          New York, New York 10286
          Attention:  Corporate Trust Trustee Administration

          (b)  if given to the Guarantor, to the address set forth below or such
     other address, facsimile number or to the attention of such other Person as
     the Guarantor may give notice to the Holders of the Company Preferred
     Securities:

          TECO Energy, Inc.
          TECO Plaza
          702 North Franklin Street
          Tampa, Florida 33602
          Attention:  Secretary

          (c)  if given to any Holder, at the address set forth on the books and
     records of the LLC.

     All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

     SECTION 8.4 BENEFIT.

     This Guarantee Agreement is for the benefit of the Holders of the Company
Preferred Securities and is not separately transferable from the Company
Preferred Securities. In addition, this Guarantee Agreement is for the benefit
of the Holders of the Trust Preferred Securities and is not separately
transferable from the Trust Preferred Securities.

     SECTION 8.5 INTERPRETATION.

     In this Guarantee Agreement, unless the context otherwise requires:

          (a)  capitalized terms used in this Guarantee Agreement but not
     defined in the preamble hereto have the respective meanings assigned to
     them in Section 1.1;

          (b)  a term defined anywhere in this Guarantee Agreement has the same
     meaning throughout;

          (c)  all references to "the Guarantee Agreement" or "this Guarantee
     Agreement" are to this Guarantee Agreement as modified, supplemented or
     amended from time to time;

          (d)  all references in this Guarantee Agreement to Articles and
     Sections are to Articles and Sections of this Guarantee Agreement unless
     otherwise specified;


                                       15
<PAGE>   66

          (e)  a term defined in the Trust Indenture Act has the same meaning
     when used in this Guarantee Agreement unless otherwise defined in this
     Guarantee Agreement or unless the context otherwise requires;

          (f)  a reference to the singular includes the plural and vice versa;
     and

          (g)  the masculine, feminine or neuter genders used herein shall
     include the masculine, feminine and neuter genders.

     SECTION 8.6 GOVERNING LAW.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.

     This instrument 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 but one and the same instrument.

     THIS GUARANTEE AGREEMENT is executed as of the date first above written.

                                       TECO ENERGY, INC.


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


                                       THE BANK OF NEW YORK
                                       as Guarantee Trustee


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


                                       16
<PAGE>   67




                                                                         ANNEX B
                                                     to the Amended and Restated
                                             Limited Liability Company Agreement









                            ADMINISTRATION AGREEMENT








<PAGE>   68

                                                                         ANNEX B
                                                     to the Amended and Restated
                                             Limited Liability Company Agreement

                            ADMINISTRATION AGREEMENT

     This ADMINISTRATION AGREEMENT (this "Agreement") dated as of ___________,
2000, is by and between TECO Funding Company __, LLC (the "Company"), a Delaware
limited liability company, and TECO Energy, Inc. ("TECO"), a Florida
corporation, acting as administrator (the "Administrator").

                                   WITNESSETH

     WHEREAS, the Company proposes to engage in the following activities (among
others):

     i.   to purchase newly issued junior subordinated notes (the "Subordinated
Notes"), issued by TECO, in an aggregate principal amount of
$[_______________________];

     ii.  to issue (i) [______________] common limited liability company
interests in the Company (the "Company Common Securities"), representing all of
the common limited liability company interests in the Company, to TECO at an
aggregate purchase price of $[__________]; and (ii) [__]% Company Preferred
Securities with an aggregate liquidation preference of $[_________] (the
"Company Preferred Securities"), representing preferred limited liability
company interests in the Company to TECO Capital Trust __, a Delaware statutory
business trust (the "Trust"), the proceeds of which will be used to purchase the
Subordinated Notes and pay certain expenses relating to the foregoing offering;

     iii. to enter into any agreements in connection with the foregoing
(together with the Amended and Restated Limited Liability Company Agreement of
the Company (the "Company Agreement"), the "Transaction Documents");

     iv.  to enter into any agreement providing for the management and
administration of the activities of the Company; and

     v.   to engage in such activities and to exercise such powers permitted to
limited liability companies under the laws of the State of Delaware that are
incidental to or connected with the foregoing business or purposes or necessary
to accomplish the foregoing or any other lawful purpose which is, in each case,
not inconsistent with the Company Agreement as amended from time to time; and

     WHEREAS, the Company has requested that the Administrator provide
assistance to the Company and perform various services for the Company, and the
Administrator is willing to furnish such services on the terms and conditions
herein set forth. In connection herewith, the Administrator has also requested
certain indemnities from the Company.

     NOW, THEREFORE, in mutual consideration of these promises, the parties
hereto agree as follows:

     1. ADMINISTRATIVE SERVICES. The Administrator hereby agrees to provide
certain services to the Company, and the Company hereby authorizes the
Administrator to provide such services, including:


<PAGE>   69


     (a) taking such actions, as Administrator on behalf of the Company
(including through managers of the Company or through employees of the
Administrator who are authorized by the Company), as are necessary or desirable
for the Company to remain organized and qualified in all appropriate
jurisdictions and to carry out its business in such manner as the managers of
the Company determine and as the Company shall from time to time reasonably
request in order to effect transactions of the type described in the recitals to
this Agreement;

     (b) providing, or causing to be provided, clerical, bookkeeping and other
services necessary and appropriate for the Company, including, without
limitation, the following services:

          (i) providing such banking and investment services as may be agreed
upon from time to time;

          (ii) providing from its employees signatories to the Company's bank
and investment accounts;

          (iii) maintaining any books and records that are required in the
ordinary course of the business of the Company (the "Business"), are agreed
between the parties and are required in order to comply with any laws or
regulations of the State of Delaware and in such form and manner as may be
agreed upon from time to time;

          (iv) preparing such periodic reports and accounting information as may
be requested from time to time by the board of directors;

          (v) dealing with correspondence relating to the Business;

          (vi) providing a Company Secretary;

          (vii) providing non-exclusive telephone, telecopy, telex, post office
box and duplicating facilities and within its premises and such other
non-exclusive space and ancillary services as may be necessary for the other
purposes of the Business including facilities for meetings of the managers of
the Company from time to time;

          (viii) complying with the terms of the Company Agreement, all
agreements to which the Company is a party and, without prejudice to the
foregoing, not entering into, on behalf of the Company, any commitments, loans
or obligations nor charging, mortgaging, pledging, encumbering or otherwise
restricting or disposing of the Company's property or assets and generally not
taking any action inconsistent with the Business; and

          (ix) keeping confidential all documents, materials and other
information relating to the Business and not disclosing any of the aforesaid
without the prior consent of the Company unless it shall in good faith determine
that such disclosure is necessary to protect the interests of the Administrator;
and

     (c) undertaking such other administrative services as may be reasonably
requested by the Company, including providing notices to third parties on behalf
of the Company

                                       2

<PAGE>   70


and providing such other services as are necessary or desirable for the Company
to carry out its duties and obligations under the Transaction Documents.

     Any of the above services may, if the Administrator or the Company deems it
necessary or desirable, be subcontracted by the Administrator; provided, that
prior written consent is obtained from the Company of such subcontract and,
provided further, that notwithstanding such subcontract, the Administrator shall
remain responsible for performance of the services set forth above.

     2. COMPENSATION; INDEMNITIES.

        (a) The Company agrees to pay to the Administrator, in consideration
for the Administrator's services described in Sections 1 above, an annual fee as
determined periodically by the Company and the Administrator, which fee in no
event shall exceed the value of the services provided by the Administrator to
the Company on an arms-length basis.

        (b) The Company shall pay and shall indemnify and hold harmless the
Administrator and the Administrator's directors, officers, employees and agents
(each of the foregoing an "Administrator Indemnified Person") from and against
any and all losses, liabilities (including liabilities for penalties), actions,
suits, judgments, demands, damages, costs and expenses (including, without
limitation, under any securities laws, rules or regulations) arising from or
relating to the transactions contemplated hereby (all of the foregoing being
collectively referred to as "Indemnified Amounts"), provided, however, that the
Company shall have no obligation to indemnify any Administrator Indemnified
Person hereunder in respect of Indemnified Amounts to the extent any such
losses, liabilities, actions, suits, judgments, demands, damages, costs and
expenses resulted from the negligence or willful misconduct of such
Administrator Indemnified Person.

        (c) The Administrator shall pay and shall protect, indemnify and hold
harmless the Company and its members, employees and agents and all Persons
affiliated with the Company (each of the foregoing a "Company Indemnified
Person") from and against any and all losses, liabilities (including liabilities
for penalties), actions, suits, judgments, demands, damages, costs and expenses
(including, without limitation, reasonable fees and expenses of counsel) of any
nature (including, without limitation, under any securities laws, rules or
regulations) arising from or relating to the Administrator's negligence or
willful misconduct or that of its directors, officers, employees and agents in
connection with the exercise of the Administrator's rights and/or the
performance of the Administrator's duties hereunder.

        (d) This Section 2 shall survive the termination of this Agreement.

     3. TERM. The Company may terminate this Agreement upon at least 90 days'
written notice to the Administrator.

     4. OBLIGATION TO SUPPLY INFORMATION. The Company shall forward to the
Administrator such information in connection with the Transaction Documents as
the Administrator may from time to time reasonably request in connection with
the performance of its obligations hereunder.

                                       3

<PAGE>   71

     5. THE ADMINISTRATOR'S LIABILITY AND STANDARD OF CARE. The Administrator
assumes no liability for anything other than the services rendered by it
pursuant to Section 1. Without limiting the generality of the foregoing, it is
agreed that the Administrator assumes no liability with respect to any of the
Company's obligations under the Transaction Documents.

     The Administrator shall perform its duties hereunder diligently and with
the same standard of care exercised by a prudent person in connection with the
performance of the same or similar duties and, in no event with less care than
the Administrator exercises or would exercise in connection with the same or
similar obligations if those obligations were the direct obligations of the
Administrator.

     6. RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES. The Company
recognizes that the accuracy and completeness of the records maintained and the
information supplied by the Administrator hereunder is dependent upon the
accuracy and completeness of the information obtained by the Administrator from
the parties to the Transaction Documents and other sources and the Administrator
shall not be responsible for any inaccuracy in the information so obtained or
for any inaccuracy in the records maintained by the Administrator hereunder that
may result therefrom.

     7. NOTICES. All notices and other communications to be given shall be in
writing (including by facsimile transmission) and delivered to the relevant
address or number specified below (or such other address or number as may be
notified in accordance with this Section 7) and shall take effect at the time of
receipt.

        The Company:

        TECO Funding Company __, LLC
        c/o The Corporation Trust Company
        1209 Orange Street
        Wilmington, DE 19801
        Telephone:____________________

        The Administrator:

        TECO Energy, Inc.
        702 North Franklin Street
        Tampa, FL 33602
        Telephone:  (813) 228-4111
        Facsimile:  (813) ________
        Attention:  Secretary

                                       4

<PAGE>   72


        With a copy to:

        Palmer & Dodge LLP
        One Beacon Street
        Boston, MA 02108
        Telephone:  (617) 573-0100
        Facsimile:  (617) 227-4420
        Attention:  John L. Whitlock, Esq.

     8. NO JOINT VENTURE. Nothing contained in this Agreement shall constitute
the Administrator and the Company as members of any partnership, joint venture,
association, syndicate or unincorporated business.

     9. ASSIGNMENT. This Agreement may not be assigned by any party without the
prior written consent of the other parties, provided, that the parties hereby
agree that if TECO sells, assigns or otherwise transfers the Company Common
Securities to a wholly owned subsidiary of TECO, TECO's rights (and obligations)
under this Agreement (including those of the Administrator) may be assigned to
such subsidiary. Subject to the foregoing, this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.

     10. GOVERNING LAW. This Administration Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

     11. MISCELLANEOUS. No waiver, alteration, modification, amendment or
supplement of the terms of this Agreement shall be effective unless accomplished
by written instrument signed by all parties hereto. This Agreement may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute one and the same Agreement. This Agreement
constitutes the entire agreement between the parties hereto with respect to the
matters covered hereby and supersedes all prior agreements and understandings
with respect to such matters between the parties.

                  [remainder of page intentionally left blank]




                                       5


<PAGE>   73


     IN WITNESS WHEREOF, the parties hereto have caused this Administration
Agreement to be executed as of the date first written above.

                                     TECO Energy, Inc.


                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________



                                     TECO FUNDING COMPANY __, LLC


                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________






                                       6
<PAGE>   74




                                                                         ANNEX C
                                                     to the Amended and Restated
                                             Limited Liability Company Agreement



                                     BY-LAWS

                                       OF

                          TECO FUNDING COMPANY ___, LLC


         These By-Laws have been established as the By-Laws of TECO Funding
Company ___, LLC, a Delaware limited liability company (the "COMPANY"), pursuant
to the Amended and Restated Limited Liability Company Agreement, dated as of
___________, 20__ (as from time to time amended, modified or supplemented, the
"AGREEMENT"), pursuant to which the Company's existence has been continued, and,
together with the Agreement and the other annexes thereto, are deemed to be the
limited liability company agreement of the Company for purposes of the Delaware
Act. In the event of any inconsistency between the Agreement and these By-Laws,
the provisions of the Agreement shall control.

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

                                    ARTICLE 1

                                 SECURITYHOLDERS

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

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

         Section 1.3 NOTICE OF MEETINGS. Whenever Securityholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each Securityholder entitled to vote at such meeting. If mailed, such
notice shall be

<PAGE>   75


deemed to be given when deposited in the United States mail, postage prepaid,
directed to the Securityholder at such Securityholder's address as it appears on
the records of the Company.

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

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

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

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

                                       2
<PAGE>   76
meeting shall so determine. Directors shall be designated, removed and replaced
as provided in the Agreement and Article 2 hereof. Other than in the case of any
matter expressly set forth in the Agreement for which a higher vote may be
required, the affirmative vote of the holders of a majority of the Securities
present in person or represented by proxy at the meeting and entitled to vote on
the subject matter shall be the act of the Securityholders.

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

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

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


                                       3

<PAGE>   77

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

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

                                    ARTICLE 2

                               BOARD OF DIRECTORS

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


                                       4
<PAGE>   78

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

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

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

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

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

         Section 2.7 PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE
PERMITTED. Unless otherwise restricted by the Agreement or these By-Laws, the
Board of Directors, or any committee designated by the Board, may participate in
a meeting of the Board or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this By-Law shall constitute presence in person at such
meeting.

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

                                       5
<PAGE>   79

         Section 2.9 ACTION BY DIRECTORS WITHOUT A MEETING. Unless otherwise
restricted by the Agreement or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all of the Board or of such
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

                                    ARTICLE 3

                                   COMMITTEES

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

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

                                    ARTICLE 4

                                    OFFICERS

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

         Section 4.2 TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES. Unless
otherwise provided in the resolution of the Board of Directors electing any
Officer, each Officer shall hold

                                       6
<PAGE>   80
office until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Any Officer may resign at any time upon written
notice to the Board or to the President or the Secretary of the Company. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective. The Board may remove any Officer with or without cause at
any time. Any such removal shall be without prejudice to the contractual rights
of such Officer, if any, with the Company, but the election of an Officer shall
not of itself create contractual rights. Any vacancy occurring in any office of
the Company by death, resignation, removal or otherwise may be filled by the
Board at any regular or special meeting.

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

                                    ARTICLE 5

                                   SECURITIES

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

                                    ARTICLE 6

                                  MISCELLANEOUS

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

         Section 6.2 WAIVER OF NOTICE OF MEETINGS OF SECURITYHOLDERS, DIRECTORS
AND COMMITTEES. Whenever notice is required to be given by law or under any
provision of the Agreement or these By-Laws, a written waiver thereof, signed by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the

                                       7
<PAGE>   81
Securityholders, Directors or a committee of Directors need be specified in any
written waiver of notice unless so required by the Agreement or these By-Laws.

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

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

                                       8
<PAGE>   82

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

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

         Section 6.6 AMENDMENT OF BY-LAWS. These By-Laws may be amended or
repealed, and new by-laws adopted, by the Board of Directors in accordance with
the Agreement.


                                       9
<PAGE>   83

                                                                         ANNEX D
                                                     to the Amended and Restated
                                             Limited Liability Company Agreement




<PAGE>   84

CUSIP NO.: _______                                  PRINCIPAL AMOUNT:  $________

REGISTERED NO. ____

                               TECO ENERGY, INC.

                    ____% Junior Subordinated Notes Due 20__

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

<TABLE>
<S>                                      <C>                              <C>
ORIGINAL ISSUE DATE:                     PRINCIPAL AMOUNT:                SPECIFIED CURRENCY:
________________, 20__                   $___________                     U.S. dollars

                                         INTEREST RATE:  ____%            SINKING FUND:  None
ISSUE PRICE:  ____% (as a
percentage of principal amount)          INTEREST PAYMENT                 REDEMPTION OPTIONS:
                                         DATES: ______ __, ______ __,     See reverse of this Note.
STATED MATURITY:  _______, 20__.         _____ __and _____ __ of each
                                         year, commencing _________ __,
                                         20__.
</TABLE>

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


     TECO ENERGY, 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 the order of TECO FUNDING COMPANY ___, LLC,
a Delaware limited liability company (the "LLC"), or registered assigns, the
principal sum set forth above on the Stated Maturity, upon the presentation and
surrender hereof at the principal office of the Company or such other office as
the Company has designated in writing, and to pay interest on the unpaid
principal balance hereof at a rate per annum (assuming a 360-day year consisting
of twelve 30-day months) equal to the Interest Rate set forth above.

     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 as provided below. 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.

     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.


                                  Annex A -- 1
<PAGE>   85
     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 ENERGY, INC. has caused this instrument to be duly
executed.


Dated:  ____________, 20__




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



THE BANK OF NEW YORK,
as Authenticating Agent for the Trustee


By:                                        [SEAL]
   -------------------------------
       Authorized signatory

[SEAL]


                                  Annex A -- 2
<PAGE>   86
                               (REVERSE OF NOTE)

                               TECO ENERGY, INC.

                     __% Junior Subordinated Notes Due 20__

     This Note is one of a duly authorized issue of securities of the Company
(herein called the "NOTES"), issued and to be issued under an Indenture dated as
of August 17, 1998, as supplemented by the _________ Supplemental Indenture,
dated as of ____________, 20__)) (as previously supplemented and amended, and as
further amended or supplemented, the "INDENTURE"), between the Company and The
Bank of New York, 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 Securities and of
the terms upon which the Notes are, and are to be, authenticated and delivered,
including provisions relating to extensions of interest payments in Article Two
of the ______ Supplemental Indenture and subordination in Article Five of the
_______ Supplemental Indenture. This Note is one of the securities of the series
designated on the face hereof, limited in aggregate principal amount to
$___________.

                              TRANSFER OR EXCHANGE

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable 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 is 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 $_____ and
any integral multiple of $_____. As provided in the Indenture and subject to
certain limitations 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.


                                  Annex A -- 3
<PAGE>   87
                          REDEMPTION AND ACCELERATION

     Optional Redemption. On or after _______, 20__, the Company may redeem all
the Notes at any time or some of them from time to time at a redemption price
equal to 100% of the principal amount plus accrued and unpaid interest to the
redemption date.

     Additional Optional Redemption. In addition to redemptions pursuant to the
above under "Optional Redemption", if a Special Event (as defined below) has
occurred and is continuing then 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, if any, to the date of such redemption (the "REDEMPTION
PRICE"); provided, however, that in the case 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,
the Trust or the Holders of the Trust Preferred Securities issued by the Trust,
the Company shall pursue such Ministerial Action instead of redemption, and
provided, further, that the Company shall have no right to redeem the Notes
while the Company is pursuing any Ministerial Action pursuant to its obligations
under the Limited Liability Company Agreement of the LLC. The 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 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 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, 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


                                  Annex A -- 4
<PAGE>   88
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.

     Notice of redemption shall be given by mail to the registered owner of this
Note, not less than 30 nor more than 60 days prior to the Redemption Date, all
as provided in the Indenture. The Company shall not be required to (a) issue,
register the transfer of or exchange Notes of this series during a period
beginning at the opening of business 15 days before the day of the mailing of
the relevant notice of redemption and ending at the close of business on the day
of such mailing or (b) register the transfer of or exchange any Notes selected
for redemption, in whole or in part, except the unredeemed portion of any Note
being redeemed in part.

     In the event of redemption of this Note in part only, a new Note or Notes
of this series, of like tenor, for the unredeemed portion hereof will be issued
in the name of the registered owner hereof upon the cancellation hereof.

     Acceleration. If any Event of Default with respect to the Notes shall occur
and be continuing, the principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.

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.


                                  Annex A -- 5
<PAGE>   89
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:

<TABLE>
<S>       <C>                              <C>
TEN COM   -- as tenants in common          UNIF GIFT MIN ACT--______ CUSTODIAN_____
TEN ENT   -- as tenants by the entireties                     (Cust)          (Minor)
JT TEN    -- as joint tenants with right   Under Uniform Gifts to Minors Act
             of survivorship and not as
             tenants in common             ___________________________
                                                     (State)
</TABLE>

     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 ENERGY, 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.


                                  Annex A -- 6
<PAGE>   90

                                                                         ANNEX E
                                                     to the Amended and Restated
                                             Limited Liability Company Agreement



                     LIST OF INITIAL DIRECTORS AND OFFICERS

NAME










<PAGE>   91

                                                                         ANNEX F
                                                     to the Amended and Restated
                                             Limited Liability Company Agreement

                                                               AMOUNT OF COMPANY
CERTIFICATE NUMBER _____                           PREFERRED SECURITIES:  $_____


                 _____% CUMULATIVE COMPANY PREFERRED SECURITIES
              (LIQUIDATION PREFERENCE $__________.00 PER SECURITY)
                                       OF
                          TECO FUNDING COMPANY ___, LLC

         TECO FUNDING COMPANY ___, LLC, a limited liability company formed under
the laws of the State of Delaware (the "COMPANY"), hereby certifies that TECO
Capital Trust ___ (the "SECURITYHOLDER") is the registered owner of Company
Preferred Securities representing a corresponding amount of preferred limited
liability company interests in the Company, which are designated the _____%
Company Preferred Securities, liquidation preference $__________.00 per security
and aggregate liquidation preference of $_________ (the "COMPANY PREFERRED
SECURITIES"). Subject to certain obligations which may arise under the Delaware
Limited Liability Company Act (the "DELAWARE ACT"), no additional payments will
be required pursuant to the Delaware Act for the Company Preferred Securities to
represent preferred limited liability company interests in the Company, as to
which the Securityholders of the Company who hold the Company Preferred
Securities (the "SECURITYHOLDERS"), in their capacities as such, have no
liability in excess of their obligations to make payments provided for in the
L.L.C. Agreement (as defined below) and their share as provided in the L.L.C.
Agreement of the Company's assets and undistributed profits (subject to their
obligation to repay any funds wrongfully distributed to them), and are
transferable on the books and records of the Company, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer and otherwise in accordance with the provisions of the
L.L.C. Agreement. The powers, preferences and special rights and limitations of
the Company Preferred Securities are set forth in, and this certificate and the
Company Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Limited Liability Company Agreement of the Company, dated as of _______, 20__,
as the same may be amended from time to time in accordance with its terms (the
"L.L.C. AGREEMENT"), authorizing the issuance of the Company Preferred
Securities and determining the powers, preferences and other special rights and
limitations, regarding dividends, voting, return of capital and otherwise, and
other matters relating to the Company Preferred Securities. Capitalized terms
used herein but not defined herein shall have the meaning given them in the
L.L.C. Agreement. The holders of the Company Preferred Securities are entitled
to the benefits of the Guarantee Agreement of TECO Energy, Inc., a Florida
corporation, dated as of __________, 20__ (the "GUARANTEE AGREEMENT") to the
extent provided therein. Holders of Company Preferred Securities are third party
beneficiaries of the Guarantee Agreement and may enforce such agreement as
provided therein. The Company will furnish a copy of the L.L.C. Agreement and
the Guarantee Agreement to the Securityholder without charge upon written
request to the Company at its principal place of business.
<PAGE>   92

         The Securityholder, by accepting this certificate, is deemed to have
agreed to be bound by the provisions of the L.L.C. Agreement. Upon receipt of
this certificate, the Securityholder is admitted to the Company as a Company
Preferred Securityholder, is bound by the L.L.C. Agreement and is entitled to
the benefits thereunder.

         IN WITNESS WHEREOF, this certificate has been executed on behalf of the
Company by a duly authorized officer as of this ____ day of _________, 20___.



                                           TECO FUNDING COMPANY ___, LLC



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



                                       2