4.35% Notes due 2044



 Exhibit 4.28 
  

			
	CUSIP NO.: 875127 BC5	  	PRINCIPAL AMOUNT: $300,000,000
	REGISTERED NO. 1	  	

 TAMPA ELECTRIC COMPANY 

4.35% Notes Due 2044 
  

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

 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 This
Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co., or such other nominee of The Depository Trust Company, a New York corporation, or any successor depositary
(“Depositary”), as requested by an authorized representative of the Depositary. This Note is exchangeable for Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances
described in the Indenture and may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary. 

 
  

 

					
	 ORIGINAL ISSUE DATE:
  

ISSUE PRICE: 99.933% (as a percentage of principal amount)

STATED MATURITY: May 15, 2044
 INTEREST RATE:
4.35% per annum.
	 	 INTEREST PAYMENT DATES: May 15 and November 15 of each year commencing November 15, 2014.

SPECIFIED CURRENCY: U.S. dollars
 AUTHORIZED
DENOMINATIONS: N/A (Only applicable if specified currency is other than U.S. dollars)
	 	 SINKING FUND: None
 YIELD TO
MATURITY: N/A
 REDEMPTION: Redeemable in whole or in part, at the Company’s option, from time to time at the redemption prices described on
the reverse of this Note.
 DEPOSITARY: The Depository Trust Company, or any successor depository.









 TAMPA ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of
Florida (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum set forth on the face of this Note on the Stated Maturity, upon the presentation and surrender hereof at the principal corporate trust office of The Bank of New York Mellon, or its successor in trust (the “Trustee”),
or such other office as the Trustee has designated in writing, and to pay interest on the unpaid principal balance hereof at a rate per annum (computed based on a 360-day year consisting of twelve 30-day months) equal to the Interest Rate set forth
on the face of this Note for the period from the Original Issue Date to, but excluding, the Stated Maturity. 
 Interest will be payable on
the Interest Payment Dates to the Person in whose name this Note is registered at the close of business on the related Record Date, which is the fifteenth calendar day (whether or not a Business Day) immediately preceding the related Interest
Payment Date. In each case, payments shall be made in accordance with the provisions hereof, until the principal hereof is paid or duly made available for payment. 

Payment of the principal of (and premium, if any) and any such interest on this Note shall be made in immediately available funds at the
office or agency of the Company maintained for that purpose in the City of New York in the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, TAMPA ELECTRIC COMPANY has caused this instrument to be duly executed. 

Dated: May 15, 2014 
  

									
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 		 	TAMPA ELECTRIC COMPANY
	This is one of the series designated therein referred to in the	 		 		 	
	within-mentioned Indenture.	 		 	By:	 	 /s/ Gordon L. Gillette

		 		 	Name:	 	Gordon L. Gillette
		 		 	Title:	 	President
				
	 THE BANK OF NEW YORK MELLON,
 as
Trustee
	 		 		 	
					
	By:	 	 /s/ Laurence J. O’Brien
	 		 		 	
		 	Authorized signatory	 		 		 	


  
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 (REVERSE OF NOTE) 

TAMPA ELECTRIC COMPANY 

4.35% Notes Due 2044 
 This Note
is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued under an Indenture dated as of July 1, 1998, as amended, and as supplemented by the Eleventh Supplemental
Indenture, dated as of May 12, 2014 (as such has been or shall be amended or supplemented, the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”, which term includes
any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the securities of the series designated on the face hereof. 

DEFINITIONS 
 The
following terms, as used herein, have the following meanings unless the context or use clearly indicates another or different meaning or intent: 

“Business Day” means any day other than (i) a Saturday or Sunday that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulations to close in the City of New York, or (ii) a day on which the Corporate Trust Office of the Trustee is closed for business. 

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Notes; provided, however, that if the remaining term of the Notes to be redeemed is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used. 
 “Comparable Treasury Price” means with respect to any redemption date (1) the
average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if an Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. 
 “Depositary” shall mean The Depository Trust Company or
any successor depositary. 
 “Independent Investment Banker” means BNY Mellon Capital Markets, LLC, Mitsubishi UFJ
Securities (USA), Inc., RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC or any of their respective successors, as designated by the Company, or if all of those firms are unwilling or unable to serve as
such, an independent investment and banking institution of national standing appointed by the Company. 

  
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 “Interest Payment Date” means each of the dates on which interest on this Note
is payable, which dates are set forth on the face of this Note. 
 “Reference Treasury Dealer” means a Primary Treasury
Dealer (as defined below) selected by BNY Mellon Capital Markets, LLC, a Primary Treasury Dealer (as defined below) selected by Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, a Primary Treasury Dealer (as defined below) selected by
SunTrust Robinson Humphrey, Inc., and a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities, LLC, or their affiliates and each of their respective successors; provided that if any such Reference Treasury Dealer ceases to be
a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker at 3:30
p.m., New York City time, on the third Business Day preceding such redemption date. 
 “Treasury Rate” means, as of any
redemption date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the second Business Day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date. 

INTEREST RATE 
 This Note
will bear interest at the rate per annum (computed based on a 360-day year consisting of twelve 30-day months) identified on the face of this Note. Except for the effect of any adjustment in the Interest Payment Date as provided in the following
sentence, the amount of interest payable for any period shorter than a full six-month period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 180-day period. If any Interest Payment Date would otherwise be a day that is not a Business Day, the payment required to be made on such Interest Payment Date will be postponed to the next succeeding Business Day,
and no interest will accrue on such payment for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Interest Payment Date. 

OPTIONAL REDEMPTION 

Prior to November 15, 2043, the Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a
redemption price equal to the greater of: 
 (i) 100% of the principal amount of the Notes then outstanding to be redeemed,
or 
 (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes then
outstanding to be redeemed (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at
the Treasury Rate, plus 15 basis points (0.15%), as calculated by an Independent Investment Banker, 

  
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 plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date. From and after
November 15, 2043, the Notes are subject to redemption in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of Notes then outstanding to be redeemed plus accrued and unpaid interest
thereon to the redemption date. 
 The Company will deliver a notice of redemption at least 30 days but no more than 60 days before the
redemption date to each Holder of the Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select in a fair and appropriate manner the Notes to be redeemed (or, in the case of Notes held in global form, the
Depositary will select the Notes to be redeemed in accordance with its standard procedures). 
 Unless the Company defaults in payment of
the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. 

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

TRANSFER OR EXCHANGE 
 As
provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the
Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees. 
 The Notes are issuable only in registered form without coupons and, except for such Notes issued in
book-entry form, only in denominations of $1,000 and any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations herein and therein set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

  
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 Prior to due presentment of this Note for registration of transfer, the Company or the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary. 
 OTHER PROVISIONS 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected and of the Holders of 66 2/3% in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. To the extent permitted by law, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

This Note shall be governed by and construed in accordance with the laws of the State of New York. 

  
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 ABBREVIATIONS 

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

													
	TEN COM	 	—	 	as tenants in common	 	UNIF GIFT MIN ACT—	 	
                     

	 	CUSTODIAN	 	
                     


	TEN ENT	 	—	 	as tenants by the entireties	 	(Cust)	 		 	(Minor)
	JT TEN	 	—	 	as joint tenants with right of survivorship Under Uniform Gifts to Minors Act	 	
		 		 	and not as tenants in common
                                         
                   	 		 		 	
		 		 	                                    
                                    (State)	 		 		 	

 Additional abbreviations may also be used though not in the above list. 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

 

			
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the within Security of TAMPA ELECTRIC COMPANY 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. 

  
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