TECO ENERGY, INC. 2004 EQUITY INCENTIVE PLAN Performance Shares Agreement

Exhibit 10.3

TECO ENERGY, INC.

2004 EQUITY INCENTIVE PLAN

Performance Shares Agreement

TECO Energy, Inc. (the “ Company ”) and                                          (the “ Grantee ”) have entered into this Performance Shares Agreement (the “ Agreement ”) dated April 29, 2009 under the Company’s 2004 Equity Incentive Plan (the “ Plan ”). Capitalized terms not otherwise defined herein have the meanings given to them in the Plan.

1. Grant of Performance Shares . Pursuant to the Plan and subject to the terms and conditions set forth in this Agreement, the Company hereby grants, issues and delivers to the Grantee                      shares (“ Number of Restricted Performance Shares ”) of its Common Stock (the “ Restricted Performance Shares ”) as of the date of this Agreement and the Company will grant, issue and deliver to the Grantee the Performance Reward Percentage multiplied times                      shares (“ Number of Additional Performance Shares ”) of its Common Stock (the “ Additional Performance Shares ”) no later than 30 days after the end of the Performance Period.

The “ Performance Period ” is the period beginning April 1, 2009 and ending on the date determined under Section 3.

“ Total Shareholder Return ” is the amount obtained by dividing (1) the sum of (a) the amount of dividends with respect to the Performance Period, assuming dividend reinvestment, and (b) the difference between the share price at the end and beginning of the Performance Period, by (2) the closing share price at the beginning of the Performance Period, with the share price in each case being determined by using the average closing price during the 20 trading days preceding (and inclusive of) the date of determination. The share price shall be equitably adjusted for stock splits and other similar corporate actions affecting the stock. When the Performance Period ends after a Change in Control, as defined in Section 3(f), the Total Shareholder Return shall be calculated as set forth in the preceding sentence, except that the share price used at the end of the Performance Period shall be determined by using the average closing price of the Company’s stock during the 20 trading days preceding (and exclusive of) the date of the Change in Control.

The “ Performance Measurement ” is a measurement of the relative performance of the Company’s Common Stock calculated by assuming the Company was included in the group of companies identified as the Dow Jones electricity group and multiutility group, or the successors to those two groups as may be determined by the Committee (such groups being collectively defined herein as the “Peer Group”) and then ordering the Peer Group (as constituted at the end of the Performance Period) by Total Shareholder Return from highest to lowest.

The “ Performance Reward Percentage ” is the percentage shown in column B corresponding to the Performance Measurement in column A, with interpolation of the percentages in column B in proportion to the corresponding placement in column A. The

Performance Reward Percentage for Restricted Performance Shares shall not exceed 100%, and the Performance Reward Percentage for Additional Performance Shares shall be the amount, if any, in excess of 100%.

2. Restrictions on Restricted Performance Shares . Until the restrictions terminate under Section 3, unless otherwise determined by the Committee:

(a) the Restricted Performance Shares may not be sold, assigned, pledged or transferred by the Grantee; and

(b) all Restricted Performance Shares will be forfeited and returned to the Company and the Grantee will cease to have any right to receive any additional Performance Shares, if the Grantee ceases to be an employee 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 (an “ Affiliate ”).

3. End of Performance Period and Termination of Restrictions . The Performance Period will end, the restrictions will terminate with respect to the Number of Restricted Performance Shares multiplied times the Performance Reward Percentage up to and including 100% (the “Vested Shares”), any Restricted Performance Shares that are not Vested Shares will be forfeited and returned to the Company (the “Forfeited Shares”), and the Grantee will cease to have any right to receive any Additional Performance Shares in excess of the Vested Shares, on the earliest to occur of the events specified in Subsections (a) through (f) below. Provided, however, that (i) if any such event occurs on a date that would cause the Performance Period to be shorter than four times as long as the period between the beginning of the Performance Period and the date of this Agreement, then the Performance Period will end on the first date after that period of time has elapsed; and (ii) when the Performance Period ends pursuant to Section 3(a), or when otherwise required by Section 162(m) of the Internal Revenue Code, (a) the Committee shall promptly certify the Performance Measurement and (b) the Additional Performance Shares (if any) shall be issued, and the restrictions on the Vested Shares shall be terminated and/or the Forfeited Shares shall be forfeited, as applicable, on the date of that certification.

(a) March 31, 2012;

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(b) the termination of Grantee’s employment with the Company or any Affiliate because of a disability that would entitle the Grantee to benefits under the long-term disability benefits program of the Company for which the Grantee is eligible, as determined by the Committee;

(c) the termination by the Company or any Affiliate of Grantee’s employment other than for Cause. “ Cause ” means (i) the willful and continued failure by Grantee to substantially perform Grantee’s duties with the Company (other than any such failure resulting from Grantee’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Grantee for Good Reason, each as defined in Section 3(f)) after a written demand for substantial performance is delivered to Grantee by the Board, which demand specifically identifies the manner in which the Board believes that Grantee has not substantially performed Grantee’s duties, or (ii) the willful engaging by Grantee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Subsection, no act, or failure to act, on Grantee’s part shall be deemed “willful” unless done, or omitted to be done, by Grantee not in good faith and without reasonable belief that Grantee’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Grantee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Grantee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (  ³ / 4 ) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Grantee and an opportunity for Grantee, together with Grantee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Grantee were guilty of conduct set forth above in this Subsection and specifying the particulars thereof in detail;

(d) the Grantee’s retirement from the Company or an Affiliate at or after attainment of the age that is three years before the Grantee’s Social Security Normal Retirement Age, or any earlier date that the Committee determines will constitute a normal retirement for purposes of this Agreement;

(e) the Grantee’s death; or

(f) the termination of Grantee’s employment other than by the Company for Cause or by Grantee without Good Reason within 24 months following a Change in Control, or prior to a Change in Control under circumstances described in the next sentence. For purposes of this Agreement, Grantee’s employment shall be deemed to have been terminated following a Change in Control of the Company by the Company without Cause or by Grantee with Good Reason, if (i) Grantee’s employment is terminated by the Company without Cause prior to a Change in Control of the Company (whether or not such a Change in Control ever occurs) and such termination was at the request or direction of a “person” (as defined below) who has entered into an agreement with the Company the consummation of which would constitute a Change in Control of the Company, (ii) Grantee terminates Grantee’s employment for Good Reason prior to a Change in Control of the Company (whether or not such a Change in Control ever occurs) and the circumstance or