Sixth Supplemental Indenture



 Exhibit 4.18 
 TAMPA ELECTRIC COMPANY 
 and 
 THE BANK OF NEW YORK, 
 As Trustee 
  

 SIXTH SUPPLEMENTAL INDENTURE

 dated as of May 1, 2007 
 Supplementing the Indenture 
 dated as of July 1, 1998 
  

 $250,000,000 
 6.15% Notes Due 2037 
  







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	 ARTICLE ONE
	  	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	2
			
	 Section 101.
	  	 Definitions
	  	2
			
	 Section 102.
	  	 Section References
	  	3
			
	 ARTICLE TWO
	  	DESIGNATION AND TERMS OF THE NOTES	  	3
			
	 Section 201.
	  	 Establishment of Series
	  	3
			
	 Section 202.
	  	 Variations in Terms of the Notes
	  	3
			
	 Section 203.
	  	 Amount and Denominations; the Depositary
	  	4
			
	 Section 204.
	  	 Stated Maturity
	  	4
			
	 Section 205.
	  	 Interest Rates and Interest Payment Dates
	  	4
			
	 Section 206.
	  	 Form and Other Terms of the Notes
	  	4
			
	 Section 207.
	  	 Authentication and Delivery
	  	5
			
	 Section 208.
	  	 Redemption; No Sinking Fund
	  	5
			
	 ARTICLE THREE
	  	MISCELLANEOUS	  	6
			
	 Section 301.
	  	 Effect On Original Indenture
	  	6
			
	 Section 302.
	  	 Counterparts
	  	6
			
	 Section 303.
	  	 Recitals
	  	6
			
	 Section 304.
	  	 Governing Law
	  	6
			
	 Section 305.
	  	 Force Majeure
	  	6
			
	 Section 306.
	  	 Waiver of Jury Trial
	  	6
			
	 Section 307.
	  	 Damages
	  	7

  

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 This Sixth Supplemental Indenture, dated as of May 1, 2007, is between Tampa Electric Company, a
corporation duly organized and existing under the laws of the State of Florida (hereinafter called the “Company”) and having its principal office at TECO Plaza, 702 North Franklin Street, Tampa, Florida 33602, and The Bank of
New York, as trustee (hereinafter called the “Trustee”), and having its principal corporate trust office at 101 Barclay Street, 8th Floor East, New York, New York 10286. 
 WITNESSETH: 
 WHEREAS, the Company and the
Trustee entered into an Indenture, dated as of July 1, 1998, as amended by a Third Supplemental Indenture, dated as of June 15, 2001, between the Company and the Trustee (the “Original Indenture”), pursuant to which one or
more series of debt of the Company (the “Securities”) may be issued from time to time; and 
 WHEREAS, Section 201 of
the Original Indenture permits the terms of any series of Securities to be established in an indenture supplemental to the Original Indenture; and 
 WHEREAS, Section 901(7) of the Original Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders of the Securities to establish the form and terms of the
Securities of any series; and 
 WHEREAS, the Company has requested the Trustee to join with it in the execution and delivery of this Sixth
Supplemental Indenture in order to supplement and amend the Original Indenture by, among other things, establishing the form and terms of a series of Securities to be known as the Company’s “6.15% Notes due 2037” (the
“Notes”); and 
 WHEREAS, the Company and the Trustee desire to enter into this Sixth Supplemental Indenture for the
purposes set forth in Sections 201 and 901 of the Original Indenture as referred to above; and 
 WHEREAS, the Company has furnished the
Trustee with a Board Resolution authorizing the execution of this Sixth Supplemental Indenture; and 
 WHEREAS, all things necessary to make
this Sixth Supplemental Indenture a valid agreement of the Company and the Trustee and a valid supplement to the Original Indenture have been done, 
 NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the
Notes to be issued hereunder by holders thereof, the Company and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the respective holders from time to time of the Notes, as follows: 







 ARTICLE ONE 
 Definitions and Other Provisions of General Application 
 Section 101. Definitions 
 All capitalized terms that are used herein and not otherwise defined herein shall have the meanings assigned to them in the Original Indenture. The
Original Indenture together with this Sixth Supplemental Indenture are hereinafter sometimes collectively referred to as the “Indenture.” 
 “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” means The Depository Trust Company or its successor. 
 “Independent Investment Banker” means any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp.
or BNY Capital Markets, Inc. or any of their respective successors, as designated by the Company, or if all of those firms are unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by
the Company. 
 “Interest Payment Date” means May 15 and November 15 of each year. 
 “Notes” has the meaning set forth in the preamble hereof. 
 “Original Issue Date” means the date upon which the Notes are initially issued by the Company, such date to be set forth on the face of each Note. 
  

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 “Record Date” means the fifteenth calendar day (whether or not a Business Day)
immediately preceding the related Interest Payment Date. The Record Date shall constitute the Regular Record Date for purposes of the Original Indenture. 
 “Reference Treasury Dealer” means: 
 (i) Merrill Lynch, Pierce,
Fenner & Smith Incorporated, BNP Paribas Securities Corp. and BNY Capital Markets, Inc. 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; and 
 (ii) up to two other Primary Treasury Dealers selected by the Company. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker at 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. 
 Section 102. Section References

 Each reference to a particular section set forth in this Sixth Supplemental Indenture shall, unless the context otherwise requires,
refer to this Sixth Supplemental Indenture. 
 ARTICLE TWO 
 Designation and Terms of the Notes 
 Section 201. Establishment of Series 
 There is hereby created a series of Securities to be known and designated as the “6.15% Notes due 2037”, which shall rank equally with each
other and all other unsecured and unsubordinated indebtedness of the Company. For the purposes of the Original Indenture, the Notes shall constitute a single series of Securities. 
 Section 202. Variations in Terms of the Notes 
 Subject to the terms and conditions set forth in the
Original Indenture and in this Sixth Supplemental Indenture, the terms of any particular Note may vary from the terms of any other Note as contemplated by Section 301 of the Original Indenture, and the terms for a particular Note will be set
forth in such Note as delivered to the Trustee or an Authenticating Agent for authentication pursuant to Section 303 of the Original Indenture. 
  

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 Section 203. Amount and Denominations; the Depositary 
 (a) The initial principal amount of Notes that may be issued under this Sixth Supplemental Indenture shall be $250,000,000. Additional Notes may be issued
under this Sixth Supplemental Indenture in unlimited principal amounts as permitted by the Original Indenture. The authorized denominations of Notes shall be $1,000 or integral multiples of $1,000 in excess thereof. 
 (b) The Notes shall be issuable only in fully registered form, without coupons, and will initially be registered in the name of the Depositary, or its
nominee who is hereby designated as “U.S. Depositary” under the Original Indenture. 
 Section 204. Stated Maturity 
 The Stated Maturity of the principal amount of the Notes shall be May 15, 2037. 
 Section 205. Interest Rates and Interest Payment Dates 
 (a) Interest Rate. The Notes shall
bear interest at the annual rate of 6.15% from the Original Issue Date to the date on which the principal shall become due on the Stated Maturity, and if such principal is not fully paid on the Stated Maturity, until such principal is paid in full.
Interest on the Notes will be payable semi-annually on each Interest Payment Date, commencing on November 15, 2007. Such interest will be payable to the holder thereof as of the related Record Date. 
 (b) Computation of Interest. The amount of interest payable for any period will be computed on the basis of a year of 360 days consisting of
twelve 30-day months. Except for the effect of any adjustment in the Interest Payment Date as provided in the following sentence, the amount of interest payable for any period shorter than a full six-month period for which interest is computed, will
be computed on the basis of the actual number of days elapsed in such a 180-day period. If any Interest Payment Date would otherwise be a day that is not a Business Day, the payment required to be made on such Interest Payment Date will be postponed
to the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day, except that, if such Business Day is in the
next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Interest Payment Date. 
 Section 206. Form and Other Terms of the Notes 
 (a) Attached hereto as Exhibit A is the form
of Note, which form is hereby established as the form in which the Notes may be issued and which shall be completed with the series designation, Stated Maturity, interest rate and CUSIP number applicable to the Notes upon such issuance. 

 

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 (b) Subject to (a) above, any Note may be issued in such other form as may be provided by, or not
inconsistent with, the terms of the Original Indenture and this Sixth Supplemental Indenture. 
 Section 207. Authentication and Delivery 

As provided in and pursuant to Section 303 of the Original Indenture, each time that the Company delivers Notes to the Trustee or Authenticating
Agent for authentication after the initial issuance of Notes under this Sixth Supplemental Indenture, the Company shall deliver a Supplemental Company Order in the form of Exhibit B to this Sixth Supplemental Indenture (which form shall
be completed upon delivery with the series designation applicable to the Notes) for the authentication and delivery of such Notes and the Trustee or such Authenticating Agent shall authenticate and deliver such Notes. 
 Section 208. Redemption; No Sinking Fund 
 (a) 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 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 25 basis points (0.25%), as calculated by an Independent Investment Banker, 
 plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date. 
 (b) The Company will mail a notice of redemption at least 30 days but no more than 60 days before the redemption date to each holder of 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. 
 (c) 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. 
 (d) The Notes are not entitled to the benefit of any sinking fund or analogous provision. 
  

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 ARTICLE THREE 
 Miscellaneous 
 Section 301. Effect On Original Indenture 
 The Sixth Supplemental Indenture is a supplement to the Original Indenture. As supplemented by this Sixth Supplemental Indenture, the Original Indenture
is in all respects ratified, approved and confirmed, and the Original Indenture and this Sixth Supplemental Indenture shall together constitute one and the same instrument. 
 Section 302. Counterparts 
 This Sixth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 
 Section 303. Recitals 
 The recitals contained herein shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Sixth Supplemental Indenture. 
 Section 304. Governing Law 
 This Sixth Supplemental Indenture shall be governed by and construed in accordance with the laws
of the jurisdiction that govern the Original Indenture and its construction. 
 Section 305. Force Majeure 
 In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused
by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances. 
 Section 306. Waiver of Jury Trial 
 EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. 
  

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 Section 307. Damages 
 In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or profit) irrespective of whether the Trustee
has been advised of the likelihood of such loss or damage and regardless of the form of action. 
 [The balance of this page intentionally
left blank.] 
  

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

			
	 TAMPA ELECTRIC COMPANY

		
	 By:
	 	 /s/ Sandra W. Callahan

	 Name:
	 	Sandra W. Callahan
	 Title:
	 	Vice President – Treasurer
		 	and Assistant Secretary
	
	 THE BANK OF NEW YORK, AS TRUSTEE

		
	 By:
	 	 /s/ Van K. Brown

	 Name:
	 	Van K. Brown
	 Title:
	 	Vice President


  

 Signature Page of Sixth Supplemental Indenture 








 Exhibit A 
 Form of Note 
  

			
	CUSIP NO.:
                                	  	PRINCIPAL AMOUNT: $            
	REGISTERED NO.         	  	

 TAMPA ELECTRIC COMPANY 
 6.15% Notes Due 2037 
  

	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:
 May 25, 2007
	  	INTEREST PAYMENT DATES: May 15 and November 15 of each year commencing November 15, 2007.	  	SINKING FUND: None
			
	ISSUE PRICE: 99.433% (as a percentage of principal amount)	  		  	YIELD TO MATURITY: N/A
			
	 STATED MATURITY: May 15, 2037
	  	SPECIFIED CURRENCY: U.S. dollars	  	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.
			
	 INTEREST RATE: 6.15% per annum.
	  	 AUTHORIZED
 DENOMINATIONS: N/A (Only
applicable if specified currency is other than U.S. dollars)
	  	DEPOSITARY: The Depository Trust Company, or any successor depository.

  

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 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, 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:
                                , 2007 
  

					
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 		 	TAMPA ELECTRIC COMPANY
			
	 This is one of the series
 designated therein referred
	 	By:	 	  

	 to in the within-mentioned
	 	Name:	 	
	 Indenture.
	 	Title:	 	

  

			
	 THE BANK OF NEW YORK, as Trustee

		
	 By:
	 	  

		 	Authorized signatory

  

 A-3 








 (REVERSE OF NOTE) 
 TAMPA ELECTRIC COMPANY 
 6.15% Notes Due 2037 
 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 supplemented by the Sixth Supplemental Indenture, dated as of May 1, 2007 (as such has been or shall be 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 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, in an initial
aggregate principal amount of $250,000,000. 
 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 any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP
Paribas Securities Corp. or BNY Capital Markets, Inc. or any of their respective successors, as designated by the Company, or if all of those firms are unwilling or unable to serve as such, an independent investment and banking institution of
national standing appointed by the Company. 
  

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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: 
 (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp. and BNY Capital Markets, Inc. 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; and 
 (ii) up to two other Primary Treasury Dealers selected by the Company. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker at 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 
 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 
  

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 (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 25 basis points (0.25%), as calculated by an Independent Investment Banker, 
 plus, in either of the above cases, accrued
and unpaid interest thereon to the redemption date. 
 The Company will mail a notice of redemption at least 30 days but no more than 60 days
before the redemption date to each holder of the Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select in a fair and appropriate manner the Notes to be redeemed. 
 Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions
thereof called for redemption. 
 The Notes are not entitled to the benefit of any sinking fund or analogous provision. 
 TRANSFER OR EXCHANGE 
 As provided in
the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any
place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or
transferees. 
 The Notes are issuable only in registered form without coupons and, except for such Notes issued in book-entry form, only in
denominations of $1,000 and any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations herein and therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of
like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for
any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Note for registration of transfer, the Company or the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  

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 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 
 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 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. 
  

 8 








 Exhibit B 
 TAMPA ELECTRIC COMPANY 
     % NOTES DUE 20    

 SUPPLEMENTAL COMPANY ORDER 
 Pursuant to Section 207 of Article Two of the Sixth Supplemental Indenture, dated as of May 1, 2007, to the Indenture, dated as of July 1, 1998, as amended, you are instructed to prepare and authenticate a Note, of the series
identified above, in the principal amount of $            . 
 IN WITNESS
WHEREOF, I have hereunto set my hand this     day of                     ,
            . 
  

			
	 TAMPA ELECTRIC COMPANY

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

 1