Seventh Supplemental Indenture between TECO Energy, Inc. and The Bank of New York, dated May 1, 2002

Summary

TECO Energy, Inc. and The Bank of New York, as trustee, entered into this Seventh Supplemental Indenture on May 1, 2002. The agreement supplements the original indenture from August 17, 1998, and establishes the terms for two new series of notes: $300 million 6.125% Notes due 2007 and $400 million 7.000% Notes due 2012. It sets out the interest rates, payment dates, and other key terms for these notes, and amends certain provisions for the benefit of noteholders. The agreement is legally binding and ensures the trustee manages the notes according to the updated terms.

EX-4.15 3 b43311tiexv4w15.txt SEVENTH SUPPLEMENTAL INDENTURE DATED MAY 1, 2002 Exhibit 4.15 TECO ENERGY, INC. and THE BANK OF NEW YORK As Trustee ------------ SEVENTH SUPPLEMENTAL INDENTURE dated as of May 1, 2002 Supplementing the Indenture dated as of August 17, 1998 ------------ $300,000,000 6.125% Notes Due 2007 $400,000,000 7.000% Notes Due 2012 This Seventh Supplemental Indenture, dated as of May 1, 2002 is between TECO Energy, Inc., a corporation duly organized and existing under the laws of the State of Florida (hereinafter called the "COMPANY") and having its principal office at TECO Plaza, 702 North Franklin Street, Tampa, Florida 33602, and The Bank of New York, as trustee (hereinafter called the "TRUSTEE") and having its principal corporate trust office at 101 Barclay Street, 21st Floor West, New York, New York 10286. WITNESSETH: WHEREAS, the Company and the Trustee entered into an Indenture, dated as of August 17, 1998 (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 and the Trustee have entered into supplemental indentures, including a Third Supplemental Indenture, dated as of December 1, 2000 (the "THIRD SUPPLEMENTAL INDENTURE"), pursuant to which the Company amended Section 801 of the Original Indenture; and WHEREAS, the Company has requested the Trustee to join with it in the execution and delivery of this Seventh Supplemental Indenture in order to supplement and amend the Original Indenture by, among other things, establishing the form and terms of two series of Securities to be known as the Company's "6.125% Notes Due 2007" (the "2007 NOTES") and "7.000% Notes Due 2012" (the "2012 NOTES", and together with the 2007 Notes, the "NOTES") and amending and adding certain provisions thereof for the benefit of the Holders of the Notes; and WHEREAS, the Company and the Trustee desire to enter into this Seventh 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 Seventh Supplemental Indenture; and WHEREAS, all things necessary to make this Seventh 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 SEVENTH 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 Seventh Supplemental Indenture are hereinafter sometimes collectively referred to as the "INDENTURE." "2007 NOTE INTEREST RATE" shall mean the annual rate of interest applicable to the 2007 Notes. "2012 NOTE INTEREST RATE" shall mean the annual rate of interest applicable to the 2012 Notes. "ADJUSTED TREASURY RATE" means, with respect to any redemption date: (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, as defined below, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Adjusted Treasury Rate will be calculated on the third Business Day preceding the redemption date. "BUSINESS DAY" shall mean any day other than 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. -2- "COMPARABLE TREASURY ISSUE" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to, with respect to the 2007 Notes, the remaining term of the 2007 Notes to be redeemed, and, with respect to the 2012 Notes, the remaining term of the 2012 Notes to be redeemed, which United States Treasury security 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 the applicable series of Notes (the "REMAINING LIFE"). "COMPARABLE TREASURY PRICE" means (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 its successor. "INDEPENDENT INVESTMENT BANKER" means any of Banc of America Securities LLC, BNY Capital Markets, Inc., Credit Suisse First Boston Corporation or Salomon Smith Barney Inc. or any of their respective successors, as designated by the Company, or if all of the 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" shall mean May 1 and November 1 of each year. "ORIGINAL ISSUE DATE" shall mean the date upon which the Notes are initially issued by the Company, such date to be set forth on the face of each Note. "RECORD DATE" shall mean the fifteenth calendar day (whether or not a Business Day) immediately preceding the related Interest Payment Date. "REFERENCE TREASURY DEALER" means: (i) Banc of America Securities LLC, BNY Capital Markets, Inc., Credit Suisse First Boston Corporation, Salomon Smith Barney Inc. 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) one other Primary Treasury Dealer 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 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. -3- SECTION 102. SECTION REFERENCES Each reference to a particular section set forth in this Seventh Supplemental Indenture shall, unless the context otherwise requires, refer to this Seventh Supplemental Indenture. ARTICLE TWO DESIGNATION AND TERMS OF THE 2007 NOTES SECTION 201. ESTABLISHMENT OF SERIES There is hereby created a series of Securities to be known and designated as the "6.125% Notes Due 2007" (the "2007 NOTES"), 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 2007 Notes shall constitute a single series of Securities. SECTION 202. VARIATIONS IN TERMS OF THE 2007 NOTES Subject to the terms and conditions set forth in the Original Indenture and in this Seventh Supplemental Indenture, the terms of any particular 2007 Note may vary from the terms of any other 2007 Note as contemplated by Section 301 of the Original Indenture, and the terms for a particular 2007 Note will be set forth in such 2007 Note as delivered to the Trustee or an Authenticating Agent for authentication pursuant to Section 303 of the Original Indenture. SECTION 203. AMOUNT AND DENOMINATIONS; THE DEPOSITARY The initial principal amount of 2007 Notes that may be issued under this Seventh Supplemental Indenture shall be $300,000,000. Additional 2007 Notes may be issued under this Seventh Supplemental Indenture in unlimited principal amounts as permitted by the Original Indenture. The authorized denominations of 2007 Notes shall be $1,000 or integral multiples of $1,000 in excess thereof. The 2007 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. INTEREST RATES AND INTEREST PAYMENT DATES (a) Interest Rate. The 2007 Notes shall bear interest at the annual rate of 6.125% (the "2007 NOTE INTEREST RATE") from the Original Issue Date to, but excluding, May 1, 2007. Interest on the 2007 Notes will be payable semi-annually on each Interest Payment Date, commencing on November 1, 2002. 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 -4- 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, 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 date. SECTION 205. FORM AND OTHER TERMS OF THE 2007 NOTES (a) Attached hereto as EXHIBIT A is the form of 2007 Note, which form is hereby established as the form in which the 2007 Notes may be issued and which shall be completed with the series designation, stated maturity, interest rate and CUSIP number applicable to the 2007 Notes upon such issuance. (b) Subject to (a) above, any 2007 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 Seventh Supplemental Indenture. SECTION 206. AUTHENTICATION AND DELIVERY As provided in and pursuant to Section 303 of the Original Indenture, each time that the Company delivers 2007 Notes to the Trustee or Authenticating Agent for authentication after the initial issuance of 2007 Notes under this Indenture, the Company shall deliver a Supplemental Company Order in the form of EXHIBIT B to this Seventh Supplemental Indenture (which form shall be completed upon delivery with the series designation applicable to the 2007 Notes) for the authentication and delivery of such 2007 Notes and the Trustee or such Authenticating Agent shall authenticate and deliver such 2007 Notes. SECTION 207. REDEMPTION; NO SINKING FUND The 2007 Notes are subject to redemption, in whole or in part, at any time, and at the option of the Company, at a redemption price equal to the greater of: (i) 100% of the principal amount of 2007 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 2007 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 Adjusted Treasury Rate, plus 25 basis points (0.25%), as calculated by an Independent Investment Banker, plus, in both of the above cases, accrued and unpaid interest thereon to the redemption date. -5- 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 2007 Notes to be redeemed. If the Company elects to partially redeem the 2007 Notes, the Trustee will select in a fair and appropriate manner the 2007 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 2007 Notes or portions thereof called for redemption. The 2007 Notes are not entitled to the benefit of any sinking fund or analogous provision. ARTICLE THREE DESIGNATION AND TERMS OF THE 2012 NOTES SECTION 301. ESTABLISHMENT OF SERIES There is hereby created a series of Securities to be known and designated as the "7.000% Notes Due 2012" (the "2012 NOTES"), 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 2012 Notes shall constitute a single series of Securities. SECTION 302. VARIATIONS IN TERMS OF THE 2012 NOTES Subject to the terms and conditions set forth in the Original Indenture and in this Seventh Supplemental Indenture, the terms of any particular 2012 Note may vary from the terms of any other 2012 Note as contemplated by Section 301 of the Original Indenture, and the terms for a particular 2012 Note will be set forth in such 2012 Note as delivered to the Trustee or an Authenticating Agent for authentication pursuant to Section 303 of the Original Indenture. SECTION 303. AMOUNT AND DENOMINATIONS; THE DEPOSITARY The initial principal amount of 2012 Notes that may be issued under this Seventh Supplemental Indenture shall be $400,000,000. Additional 2012 Notes may be issued under this Seventh Supplemental Indenture in unlimited principal amounts as permitted by the Original Indenture. The authorized denominations of 2012 Notes shall be $1,000 or integral multiples of $1,000 in excess thereof. The 2012 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 304. INTEREST RATES AND INTEREST PAYMENT DATES (a) Interest Rate. The 2012 Notes shall bear interest at the annual rate of 7.000% (the "2012 NOTE INTEREST RATE") from the Original Issue Date to, but excluding, May 1, 2012. Interest on the 2012 Notes will be payable semi-annually on each Interest Payment Date, commencing on -6- November 1, 2002. 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, 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 date. SECTION 305. FORM AND OTHER TERMS OF THE 2012 NOTES (a) Attached hereto as EXHIBIT A is the form of 2012 Note, which form is hereby established as the form in which the 2012 Notes may be issued and which shall be completed with the series designation, stated maturity, interest rate and CUSIP number applicable to the 2012 Notes upon such issuance. (b) Subject to (a) above, any 2012 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 Seventh Supplemental Indenture. SECTION 306. AUTHENTICATION AND DELIVERY As provided in and pursuant to Section 303 of the Original Indenture, each time that the Company delivers 2012 Notes to the Trustee or Authenticating Agent for authentication after the initial issuance of 2012 Notes under this Indenture, the Company shall deliver a Supplemental Company Order in the form of EXHIBIT B to this Seventh Supplemental Indenture (which form shall be completed upon delivery with the series designation applicable to the 2012 Notes) for the authentication and delivery of such 2012 Notes and the Trustee or such Authenticating Agent shall authenticate and deliver such 2012 Notes. SECTION 307. REDEMPTION; NO SINKING FUND The 2012 Notes are subject to redemption, in whole or in part, at any time, and at the option of the Company, at a redemption price equal to the greater of: (i) 100% of the principal amount of 2012 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 2012 Notes then outstanding to be redeemed (not including any portion of such payments of interest accrued as of the redemption date) discounted to -7- the redemption date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points (0.25%), as calculated by an Independent Investment Banker, plus, in both 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 2012 Notes to be redeemed. If the Company elects to partially redeem the 2012 Notes, the Trustee will select in a fair and appropriate manner the 2012 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 2012 Notes or portions thereof called for redemption. The 2012 Notes are not entitled to the benefit of any sinking fund or analogous provision. ARTICLE FOUR APPROVAL OF AMENDMENT TO SECTION 801 OF ORIGINAL INDENTURE The Holders of the Notes, by their acquisition thereof, shall be deemed to have approved the amendment of Section 801 of the Original Indenture as such amendment is set forth in Section 701 of the Third Supplemental Indenture. ARTICLE FIVE MISCELLANEOUS SECTION 501. EFFECT ON ORIGINAL INDENTURE The Seventh Supplemental Indenture is a supplement to the Original Indenture. As supplemented by this Seventh Supplemental Indenture, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture and this Seventh Supplemental Indenture shall together constitute one and the same instrument. SECTION 502. COUNTERPARTS This Seventh Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute by one and the same instrument. SECTION 503. 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 Seventh Supplemental Indenture. -8- SECTION 504. GOVERNING LAW This Seventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the jurisdiction that govern the Original Indenture and its construction. -9- IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed as of the date and year first written above. TECO ENERGY, INC. By: /s/ Robert D. Fagan -------------------------------------- Name: Robert D. Fagan Title: President and Chief Executive Officer THE BANK OF NEW YORK, AS TRUSTEE By: /s/ Paul Schmalzel -------------------------------------- Name: Paul Schmalzel Title: Vice President Signature Page of Seventh Supplemental Indenture -- S-1 EXHIBIT A FORM OF NOTE CUSIP NO.: ______________ PRINCIPAL AMOUNT: $_____________ REGISTERED NO. ___ TECO ENERGY, INC. ____ % Notes Due 20__ |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. ------------------------

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 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. Interest on this Note will be computed on the basis of a year of 360 days consisting of twelve 30-day months. 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. 3 IN WITNESS WHEREOF, TECO ENERGY, INC. has caused this instrument to be duly executed. Dated: ____________, 2002 TRUSTEE'S CERTIFICATE TECO ENERGY, INC. OF AUTHENTICATION This is one of the series designated therein referred to in the By: within-mentioned Indenture. ---------------------------- Name: Title: THE BANK OF NEW YORK, as Authenticating Agent for the Trustee By: --------------------------------------------- Authorized signatory Signature Page of ___% Note Due 20__ -- S-1 (REVERSE OF NOTE) TECO ENERGY, INC. _____% 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 Seventh Supplemental Indenture, dated as of May 1, 2002 (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. DEFINITIONS The following terms, as used herein, have the following meanings unless the context or use clearly indicates another or different meaning or intent: "ADJUSTED TREASURY RATE" means, with respect to any redemption date: (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, as defined below, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Adjusted Treasury Rate will be calculated on the third Business Day preceding the redemption date. "BUSINESS DAY" shall mean any day other than 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. "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 (the "REMAINING LIFE"). "COMPARABLE TREASURY PRICE" means (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 Banc of America Securities LLC, BNY Capital Markets, Inc., Credit Suisse First Boston Corporation or Salomon Smith Barney Inc. or any of their respective successors, as designated by the Company, or if all of the 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" shall mean the date on which interest on this Note is paid, which date(s) are set forth on the face of this Note. "REFERENCE TREASURY DEALER" means: (i) Banc of America Securities LLC, BNY Capital Markets, Inc., Credit Suisse First Boston Corporation, Salomon Smith Barney Inc. 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 ("Primary Treasury Dealer"), the Company will substitute another Primary Treasury Dealer; and (ii) one other Primary Treasury Dealer 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 5:00 p.m., New York City time, on the third Business Day preceding such 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. OPTIONAL REDEMPTION The Notes are subject to redemption, in whole or in part, at any time, and 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 Adjusted Treasury Rate, plus ____ basis points (____%), as calculated by an Independent Investment Banker, plus, in both 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 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 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 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. 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 which 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. 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 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. EXHIBIT B TECO ENERGY, INC. _____ % NOTES DUE 20__ SUPPLEMENTAL COMPANY ORDER Pursuant to Section [206][306] of Article [Two][Three] of the Seventh Supplemental Indenture, dated as of May 1, 2002, to the Indenture, dated as of August 17, 1998, as amended, you are instructed to prepare and authenticate a Note, of the series identified above, in the principal amount of $______________. The Note is being delivered in exchange for issued and outstanding Notes of the series identified above. IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of ________, ____. TECO ENERGY, INC. By: ------------------------------------- Name: Title: TABLE OF CONTENTS

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