EXHIBIT 10.1
                              AMENDED AND RESTATED
                                TECO ENERGY, INC.
                           1996 EQUITY INCENTIVE PLAN
1.       PURPOSE.
         The purpose of the TECO Energy, Inc. 1996 Equity Incentive Plan (the
"PLAN") is to attract and retain key employees of TECO Energy, Inc. (the
"COMPANY") and its affiliates, to provide an incentive for them to achieve
long-range performance goals, and to enable them to participate in the long-term
growth of the Company by the granting of awards ("AWARDS") of, or based on, the
Company's common stock, $1.00 par value (the "COMMON STOCK"). The Plan is an
amendment and restatement of the Company's 1990 Equity Incentive Plan (the "1990
PLAN"). No provision of the Plan will affect the rights and privileges of
holders of outstanding options under the 1990 Plan.
         The Plan will be administered by a committee of not less than three
members of the Board of Directors of the Company appointed by the Board to
administer the Plan (the "COMMITTEE"). Each member of the Committee will be a
"disinterested person" or the equivalent within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended from time to time (the "EXCHANGE
ACT"), and an "outside director" within the meaning of Section 162 of the
Internal Revenue Code of 1986, as amended from time to time (the "CODE"). The
Committee will select those persons to receive Awards under the Plan
("PARTICIPANTS") and will determine the terms and conditions of all Awards. The
Committee will have authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it from
time to time considers advisable, and to interpret the provisions of the Plan.
The Committee's decisions will be final and binding. To the extent permitted by
applicable law, the Committee may delegate to one or more executive officers of
the Company the power to make Awards to Participants who are not subject to
Section 16 of the Exchange Act and all determinations under the Plan with
respect thereto, provided that the Committee will fix the maximum amount of such
Awards for all such Participants and a maximum for any one Participant.
         All employees of the Company (or any business entity in which the
Company owns directly or indirectly 50% or more of the total voting power or has
a significant financial interest as determined by the Committee) capable of
contributing significantly to the successful performance of the Company, other
than an employee who has irrevocably elected not to be eligible, are eligible to
be Participants in the Plan.
         (a) AMOUNT. Subject to adjustment under subsection (b), Awards may be
made under the Plan for up to 10,050,000 shares of Common Stock, together with
all shares of Common Stock available for issue under the 1990 Plan on the
effective date of the Plan. If any Award (including any Award under the 1990
Plan) expires or is terminated unexercised or is forfeited or settled in a
manner that results in fewer shares outstanding than were awarded, the shares
subject to such Award, to the extent of such expiration, termination, forfeiture
or decrease, will again be available for award under the Plan. Common Stock
issued through the assumption or substitution of outstanding grants from an
acquired company will not reduce the shares available for Awards under the Plan.
Shares issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.
         (b) ADJUSTMENT. In the event that the Committee determines that any
stock dividend, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares or
other change affects the Common Stock such that an adjustment is required in
order to preserve the benefits intended to be provided by the Plan, then the
Committee (subject in the case of incentive stock options to any limitation
required under the Code) will equitably adjust any or all of (i) the number and
kind of shares for which Awards may be made under the Plan, (ii) the number and
kind of shares subject to outstanding Awards and (iii) the exercise price with
respect to any of the foregoing. In making such adjustments, the Committee may
ignore fractional shares so that the number of shares subject to any Award will
be a whole number. If considered appropriate, the Committee may make provision
for a cash payment with respect to all or part of an outstanding Award instead
of or in addition to any such adjustment.
         (c) LIMIT ON INDIVIDUAL GRANTS. The maximum number of shares of Common
Stock subject to Stock Options and SARs that may be granted to any Participant
in the aggregate in any calendar year will not exceed 1,000,000 shares, subject
to adjustment under subsection (b).
         (a) STOCK GRANTS. The Committee may make awards of shares of Common
Stock ("STOCK GRANTS") upon such terms and conditions as the Committee
determines. Stock Grants may include without limitation restricted stock,
performance shares, performance-accelerated restricted stock and bonus stock.
Stock Grants may be issued for no cash consideration, such minimum consideration
as may be required by applicable law or such other consideration as the
Committee may determine.
         (b) STOCK OPTIONS. The Committee may grant options ("STOCK OPTIONS") to
purchase shares of Common Stock at an exercise price determined by the Committee
of not less than 100% of the fair market value of the Common Stock on the date
of grant and upon such terms and
conditions as the Committee determines. Stock Options may include without
limitation incentive stock options, nonstatutory stock options, indexed stock
options, performance-vested stock options, performance-accelerated stock options
and reload options. No incentive stock option may be granted under the Plan more
than ten years after the effective date of this restatement of the Plan. Payment
of the exercise price may be made in cash or, to the extent permitted by the
Committee at or after the grant of the Stock Option, in whole or in part by
delivery of a promissory note or shares of Common Stock owned by the optionee,
including Stock Grants, or by retaining shares otherwise issuable pursuant to
the Stock Option, in each case valued at fair market value on the date of
delivery or retention, or such other lawful consideration as the Committee may
         (c) STOCK EQUIVALENTS. The Committee may grant rights to receive
payment from the Company based in whole or in part on the value of the Common
Stock ("STOCK EQUIVALENTS") upon such terms and conditions as the Committee
determines. Stock Equivalents may include without limitation phantom stock,
performance units, dividend equivalents and stock appreciation rights ("SARS").
SARs granted in tandem with a Stock Option will terminate to the extent that the
related Stock Option is exercised, and the related Stock Option will terminate
to the extent that the tandem SARs are exercised. An SAR will have an exercise
price determined by the Committee of not less than 100% of the fair market value
of the Common Stock on the date of grant, or of not less than the exercise price
of the related Stock Option in the case of an SAR granted in tandem with a Stock
Option. The Committee will determine at the time of grant or thereafter whether
Stock Equivalents are to be settled in cash, Common Stock or other securities of
the Company, other Awards or other property.
         (a) FAIR MARKET VALUE. The fair market value of the Common Stock or any
other property will be the fair market value of such property as determined by
the Committee in good faith or in the manner established by the Committee from
time to time.
         (b) REPORTING PERSON LIMITATIONS. Notwithstanding any other provision
of the Plan, to the extent required to qualify for the exemption provided by
Rule 16b-3 under the Exchange Act, Awards made to a person subject to Section 16
of the Exchange Act will not be transferable by such person other than by will
or the laws of descent and distribution and are exercisable during such person's
lifetime only by such person or by such person's guardian or legal
representative. If then permitted by Rule 16b-3, such Awards will also be
transferable pursuant to a qualified domestic relations order as defined in the
Code or Title I of the Employee Retirement Income Security Act or the rules
         (c) DOCUMENTATION. Each Award under the Plan will be evidenced by a
writing delivered to the Participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan. These terms and
conditions may include without limitation performance criteria, vesting
requirements, restrictions on transfer and payment rules. The Committee may
establish the terms and conditions at the time the Award is granted or may
provide that such terms and conditions will be determined at any time
         (d) COMMITTEE DISCRETION. Each type of Award may be made alone, in
addition to or in relation to any other Award. The terms of each type of Award
need not be identical, and the Committee need not treat Participants uniformly.
Except as otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Committee at the time
of grant or at any time thereafter.
         (e) DIVIDENDS AND CASH AWARDS. In the discretion of the Committee, any
Award under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable currently or deferred with or without interest and (ii) cash
payments in lieu of or in addition to an Award.
         (f) TERMINATION OF EMPLOYMENT. The Committee will determine the effect
on an Award of the disability, death, retirement or other termination of
employment of a Participant and the extent to which, and the period during
which, the Participant's legal representative, guardian or beneficiary may
receive payment of an Award or exercise rights thereunder. A Participant may
designate a beneficiary in a manner determined by the Committee. In the absence
of an effective designation, a Participant's beneficiary will be the
Participant's estate.
         (g) CHANGE IN CONTROL. In order to preserve a Participant's rights
under an Award in the event of a change in control of the Company, the Committee
in its discretion may, at the time an Award is made or at any time thereafter,
take one or more of the following actions: (i) provide for the acceleration of
any time period relating to the exercise or payment of the Award, (ii) provide
for payment to the Participant of cash or other property with a fair market
value equal to the amount that would have been received upon the exercise or
payment of the Award had the Award been exercised or paid upon the change in
control, (iii) adjust the terms of the Award in a manner determined by the
Committee to reflect the change in control, (iv) cause the Award to be assumed,
or new rights substituted therefor, by another entity, or (v) make such other
provision as the Committee may consider equitable to the Participant and in the
best interests of the Company.
         (h) LOANS. The Committee may authorize the making of loans or cash
payments to Participants in connection with the grant or exercise of any Award
under the Plan, which loans may be secured by any security, including Common
Stock, underlying such Award, and which may be forgiven upon such terms and
conditions as the Committee may establish at the time of such loan or at any
time thereafter.
         (i) WITHHOLDING TAXES. The Participant will pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect
of Awards under the Plan no later than the date of the event creating the tax
liability. In the Committee's discretion, such tax obligations may be paid in
whole or in part in shares of Common Stock, including shares retained from the
Award creating the tax obligation, valued at fair market value on the date of
delivery or retention. The Company and its affiliates may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to the Participant.
         (j) FOREIGN NATIONALS. Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan or to comply with
applicable laws.
         (k) AMENDMENT OF AWARD. The Committee may amend, modify or terminate
any outstanding Award, including substituting therefor another Award of the same
or a different type and changing the date of exercise or realization, provided
that the Participant's consent to such action will be required unless the
action, taking into account any related action, would not adversely affect the
         (a) NO RIGHT TO EMPLOYMENT. No person will have any claim or right to
be granted an Award. Neither the Plan nor any Award hereunder will be deemed to
give any employee the right to continued employment or to limit the right of the
Company to discharge any employee at any time.
         (b) NO RIGHTS AS SHAREHOLDER. Subject to the provisions of the
applicable Award, no Participant or beneficiary will have any rights as a
shareholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she becomes the holder thereof. A Participant to whom
Common Stock is awarded will be considered the holder of such Common Stock at
the time of the Award except as otherwise provided in the applicable Award.
         (c) EFFECTIVE DATE. The Plan will be effective on April 17, 1996.
         (d) AMENDMENT OF PLAN. The Board of Directors of the Company may amend,
suspend or terminate the Plan or any portion thereof at any time, subject to any
shareholder approval that the Board determines to be necessary or advisable,
provided that the Participant's consent will be required for any amendment,
suspension or termination that would adversely affect the rights of the
Participant under any outstanding Award.
         (e) GOVERNING LAW. The provisions of the Plan will be governed by and
interpreted in accordance with the laws of Florida.