Common use of Notice and Demand Clause in Contracts

Notice and Demand. 53 Section 10.08 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 EXHIBIT A Form of Common Securities Certificate EXHIBIT B Form of Expense Agreement EXHIBIT C Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________, 200_, by and among (i) Nextel Communications, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) __________, a banking corporation duly organized and existing under the laws of ____________, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________, an individual, and __________, an individual, as administrative trustees (each an "Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 44 Section 10.08 10.09 Agreement Not to Petition.............................................................44 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 .....................................................45 EXHIBIT A A......... Form of Common Securities Certificate EXHIBIT B B......... Form of Expense Agreement EXHIBIT C C......... Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________June 1, 200_2002, by and among (i) Nextel Communications, Inc.Georgia Power Company, a Delaware Georgia corporation (the "Depositor" or the "Company"), (ii) __________JPMorgan Chase Bank, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________Chase Manhattan Bank USA, National Association, (successor to Chase Manhattan Bank Delaware), as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________Janice G. Wolfe, an individual, and __________Wayne Boston, an individual, as administrative xx xxxxxxxxxxxxve trustees (each an "Administrative Xxxxnistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 46 Section 10.08 10.09 Agreement Not to Petition.................................................. 47 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 .......................................... 47 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate iv 5 AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________, 200___, by and among (i) Nextel Communications, The MONY Group Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) __________The Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of ____________the State of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________Chase Manhattan Bank Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________Kennxxx X. Xxxxxx, an individual, __________, an xx individual, and __________Richxxx Xxxxxxxx, an xx individual, as administrative trustees (each an "Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 44 Section 10.08 10.09 Agreement Not to Petition..............................45 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 ......................45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of _________ 1, 200_1997, by and among (i) Nextel CommunicationsSouthern Company Capital Funding, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) __________Bankers Trust Company, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) __________Bankers Trust (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________Wayne Boston, an individual, and __________Rxxxxxd A. Childs, an individual, as administrative xx xxxxxxstrative trustees (each an "Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 44 Section 10.08 10.09 Agreement Not to Petition..................................44 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 ..........................44 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 20019__, by and among (i) Nextel Communications, Inc.Gulf Power Company, a Delaware Maine corporation (the "Depositor" or the "Company"), (ii) __________The Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________Chase Manhattan Bank Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________Linda Malone, an individual, and __________Wayne Boston, an individual, as administrative axxxxxxxxxxxxe trustees (each an "Administrative Xxxxxistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 54 Section 10.08 10.09 Agreement Not to Petition..........................................................................54 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 ..................................................................55 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________January 1, 200_1997, by and among (i) Nextel Communications, Inc.Gulf Power Company, a Delaware Maine corporation (the "Depositor" or the "Company"), (ii) __________The Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________Chase Manhattan Bank Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________Linda Malone, an individual, and __________Wayne Boston, an individual, as administrative xxxxxxxxxative trustees (each an xx "Administrative Xdministrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 58 Section 10.08 10.09 Agreement Not to Petition..................................59 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 ..........................59 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 20019__, by and among (i) Nextel CommunicationsAlabama Power Company, Inc., a Delaware an Alabama corporation (the "Depositor" or the "Company"), (ii) __________The Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________Chase Manhattan Bank Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________William E. Zales, an individual, __________Jr., an individual, and __________J. Randy DeRieux, an individualindixxxxxx, as administrative xx xxxxxxxxxxtive trustees (each an "Administrative Xxxxxxxxxxxxxe Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 41 Section 10.08 10.10. Agreement Not to Petition.....................................41 Section 10.11. Trust Indenture Act; Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms ........42 -------------------- Exhibit A Certificate of Trust Agreement, Guarantees Exhibit B Form of Letter of Representations Exhibit C The Depository Trust Company: Principal and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 EXHIBIT A Income Payments Rider Exhibit D Representations for Deposit/Withdrawal at Custodian Exhibit E Form of Common Securities Certificate EXHIBIT B Exhibit F Form of Expense Agreement EXHIBIT C as to Expenses and Liabilities Exhibit G Form of Preferred Securities Certificate SOUTHWESTERN PUBLIC SERVICE CAPITAL I AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made AGREEMENT, dated as of ________October 21, 200_1996, by and among (i) Nextel CommunicationsXxxxx X. Xxxxx, Inc.President and Chief Operating Officer of Southwestern Public Service Company (the "Initial Depositor"), (ii) Southwestern Public Service Company, a Delaware New Mexico corporation (the "Depositor" or the "CompanySPS"), (iiiii) __________Wilmington Trust Company, a banking corporation duly organized and existing under the laws of ____________the State of Delaware, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) __________, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________Xxxxx X. Xxxxx, an individual, __________Xxxxxx X. Xxxxxxxxx, an individual, and __________Xxxxx X. Xxxxxxxxxxx, an individual, as administrative trustees each of whose address is c/o SPS, Tyler at Xxxxx, Xxxxxxxx, Xxxxx 00000 (each an "Administrative Trustee" and together referred to collectively as the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the "Trustees") ), and (v) the several Holders, Holders (as hereinafter defineddefined herein).

Notice and Demand. 53 43 Section 10.08 10.09 Agreement Not to Petition............................44 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 ....................44 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 20019__, by and among (i) Nextel Communications, Inc.Mississippi Power Company, a Delaware Mississippi corporation (the "Depositor" or the "Company"), (ii) __________Bankers Trust Delaware, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________Bankers Trust (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________Vicki Pierce, an individual, and __________Wayne Boston, an individual, as administrative axxxxxxxxxxxxe trustees (each an "Administrative Xxxxxistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 Section 10.08 10.09. Agreement Not to Petition....................................................................53 Section 10.10. Conflict with Trust Indenture Act.................................................................................................54 Section 10.09 Acceptance of Terms 10.11. Counterparts.................................................................................54 Exhibit A - Certificate of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 EXHIBIT A FPL Group Capital Trust __..................................................A-1 Exhibit B - Form of Certificate Evidencing Common Securities Certificate EXHIBIT B Trust Securities..............................................B-1 Exhibit C - Form of Expense Agreement EXHIBIT C Certificate Evidencing Preferred Trust Securities...........................................C-1 Exhibit D - Form of Preferred Securities Certificate Agreement as to Expenses and Liabilities....................................................D-1 AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made AGREEMENT, dated as of ________, 200__, by and among (i) Nextel CommunicationsFPL Group, Inc., a Delaware corporation Florida corporation, as depositor (the "Depositor" or the "Company"), (ii) __________The Bank of New York, a banking corporation duly organized and existing under the laws of ____________the State of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) __________The Bank of New York (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________ and ___________, each an individual, and __________each of whose address is c/o FPL Group, Inc., 700 Universe Boulevard, Juno Beach, Florida, 33408 (each, an individual, as administrative trustees (each an "Administrative TrusteeAdminxxxxxxxxx Xxxxxxx" and together the xxx xxxxxxxxxxxx xxx "Administrative Xxxxxxxxxative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees are referred to herein each as a "Trustee" and collectively as the "Trustees") ), and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 47 Section 10.08 10.09 Agreement Not to Petition.................................................................48 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 .........................................................48 EXHIBIT A Form of Notice of Conversion EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ___________, 200_2000, by and among (i) Nextel CommunicationsSouthern Energy, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) __________Bankers Trust Company, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________Bankers Trust (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________Elizxxxxx X. Xxxxxxxx, an xx individual, __________J. Willxxx Xxxxxx, XXI, an individual, and __________Dougxxx X. Xxxxxx, an xx individual, as administrative trustees (each an "Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 46 Section 10.08 11.09 Agreement Not to Petition....................................47 Section 11.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 ............................47 EXHIBIT A Form of Common Securities Control Certificate EXHIBIT B Form of Expense Agreement EXHIBIT C Form of Preferred Trust Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of __________ 1, 200_1998, by and among (i) Nextel CommunicationsAEP Resources, Inc., a Delaware corporation an Ohio company (the "Depositor" or the "Company"), (ii) __________Yorkshire Power Group Limited, a private company with limited liability incorporated under the laws of England and Wales ("Yorkshire Group"), as holder of the Control Certificate (as herein defined) (the "Control Party"), (iii) The Bank of New York, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iiiiv) __________The Bank of New York (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (ivv) __________Xxxxxxx X. Xxxxx, an individual, __________Xxxxxxx X. Xxxxxx, an individual, Xxxxx X. Xxxxxxx, an individual, and __________Xxxxxx X. Xxxxxx, an individual, as administrative trustees (each an "Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") ), and (vvi) the several Holders, as hereinafter defined.

Notice and Demand. 53 58 Section 10.08 10.09 Agreement Not to Petition.....................................59 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 .............................59 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 20019__, by and among (i) Nextel Communications, Inc.Gulf Power Company, a Delaware Maine corporation (the "Depositor" or the "Company"), (ii) __________The Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________Chase Manhattan Bank Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________Linda Malone, an individual, __________Wayne Boston, an individual, and __________, an individual, as administrative xx xxxxxxstrative trustees (each xxch an "Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 37 Section 10.08 10.08. Agreement Not to Petition . . . . . . . . . . . . . 37 Section 10.09. Trust Indenture Act; Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 EXHIBIT A Form of Common Securities Certificate EXHIBIT B Form of Expense Agreement EXHIBIT C Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________, 200_, by and among (i) Nextel Communications, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Act . . . . . . . . . . . . . . . . . . . 37 ____________________ Exhibit A Certificate of Trust Exhibit B Form of Certificate Depository Agreement Exhibit C Form of Common Securities Certificate Exhibit D Form of Agreement as to Expenses and Liabilities Exhibit E Form of Preferred Securities Certificate WESTERN RESOURCES CAPITAL I AMENDED AND RESTATED TRUST AGREEMENT, dated as of _____ __,____, among (i) Western Resources, Inc., a Kansas corporation (the "Depositor" or "Western Resources"), (ii) Wilmington Trust Company, a banking corporation duly organized and existing under the laws of ____________the State of Delaware, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) __________, and as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), and (iviii) __________Xxxxxx X. Kitchen, an individual, __________Xxxxx X. Xxxxxx, an individual, and __________Xxxx X. Xxxxxxxxx, an individual, as administrative trustees each of whose address is c/o Western Resources, 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000 (each an "Administrative Trustee" and together referred to collectively as the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 44 Section 10.08 10.09 Agreement Not to Petition.....................45 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 .............45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________June 1, 200_1997, by and among (i) Nextel CommunicationsSouthern Company Capital Funding, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) __________Bankers Trust Company, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) __________Bankers Trust (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________Wayne Boston, an individual, and __________Richard A. Childs, an individual, as administrative xx xxministrative trustees (each an xx "Administrative Xxxxxxstrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 Section 10.08 10.09. Agreement Not to Petition................................................................53 Section 10.10. Conflict with Trust Indenture Act.............................................................................................54 Section 10.09 Acceptance of Terms 10.11. Counterparts.............................................................................54 Exhibit A - Certificate of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 EXHIBIT A Florida Power & Light Company Trust__...................................A-1 Exhibit B - Form of Certificate Evidencing Common Securities Certificate EXHIBIT B Trust Securities..........................................B-1 Exhibit C - Form of Expense Agreement EXHIBIT C Certificate Evidencing Preferred Trust Securities.......................................C-1 Exhibit D - Form of Preferred Securities Certificate Agreement as to Expenses and Liabilities................................................D-1 AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made AGREEMENT, dated as of _________, 200_, by and among (i) Nextel Communications, Inc.Florida Power & Light Company, a Delaware corporation Florida corporation, as depositor (the "Depositor" or the "Company"), (ii) __________The Bank of New York, a banking corporation duly organized and existing under the laws of ____________the State of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) __________The Bank of New York (Delaware), a banking corporation duly organized under the laws of the State of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________ and _________, each an individual, and __________each of whose address is c/o Florida Power & Light Company, 700 Universe Boulevard, Juno Beach, Florida, 33408 (each, an individual, as administrative trustees (each an "Administrative TrusteeAdminixxxxxxxx Xxxxxxx" and together the xxx xxxxxxxxxxxx xxx "Administrative Xxxxxxxxxxtive Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees are referred to herein each as a "Trustee" and collectively as the "Trustees") ), and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 49 Section 10.08 10.09 Agreement not to Petition.....................................................................50 Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act.....................................54 ........................................50 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of 10.11 Counterparts.............................................54 ..................................................................................51 EXHIBIT A Form of Common Securities Certificate CERTIFICATE OF TRUST OF CLEVELAND ELECTRIC FINANCING TRUST EXHIBIT B Form of Expense Agreement CERTIFICATE DEPOSITORY AGREEMENT EXHIBIT C Form of Preferred Securities Certificate CERTIFICATE EVIDENCING COMMON SECURITIES OF CLEVELAND ELECTRIC FINANCING TRUST I EXHIBIT D AGREEMENT AS TO EXPENSES AND LIABILITIES EXHIBIT E ASSIGNMENT AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________, 200_, by and among (i) Nextel Communications, Inc., a Delaware corporation (the "Depositor" or the "Company")AGREEMENT, (iithis "Trust Agreement") __________, a banking corporation duly organized and existing under the laws dated as of _____________, 2001, among (i) The Cleveland Electric Illuminating Company, an Ohio corporation (the "Depositor" or "Cleveland Electric"), (ii) The Bank of New York, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate individual capacity and not in its capacity as Property Trustee, the "Bank"), (iii) __________The Bank of New York (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________), an individualThomxx Xxxxx xxx Randx Xxxxxx, __________, an individual, and __________, an individualxxdividuals, as administrative trustees trustees, each of whose address is c/o Cleveland Electric Illuminating Company, 76 Sxxxx Xxxx Xxxxxx, Xxxxx, Xxxx (each xxch an "Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") ), and (v) the several Holders, as hereinafter defined.,

Notice and Demand. 53 59 Section 10.08 10.09 Agreement Not to Petition......................................60 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 ..............................61 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Capital Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 20019__, by and among (i) Nextel Communications, Inc.Gulf Power Company, a Delaware Maine corporation (the "Depositor" or the "Company"), (ii) __________The Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________Chase Manhattan Bank Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________Linda Malone, an individual, __________, an individual, and __________Wayne Boston, an individual, as administrative admxxxxxxxxxxx trustees (each an ax "Administrative Xdministrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 39 Section 10.08 10.10. Agreement Not to Petition.................................. 40 Section 10.11. Trust Indenture Act; Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms ..... 40 -------------------- Exhibit A Certificate of Trust Agreement, Guarantees Exhibit B Form of Certificate Depository Agreement Exhibit C The Depository Trust Company: Principal and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 EXHIBIT A Income Payments Rider Exhibit D Representations for Deposit/Withdrawal at Custodian Exhibit E Form of Common Securities Certificate EXHIBIT B Exhibit F Form of Expense Agreement EXHIBIT C as to Expenses and Liabilities Exhibit G Form of Preferred Securities Certificate WESTERN RESOURCES CAPITAL I AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made AGREEMENT, dated as of _____ __,____, 200_, by and among (i) Nextel CommunicationsWestern Resources, Inc., a Delaware Kansas corporation (the "Depositor" or the "CompanyWestern Resources"), (ii) __________Wilmington Trust Company, a banking corporation duly organized and existing under the laws of ____________the State of Delaware, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) __________, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________Xxxxxx X. Kitchen, an individual, __________Xxxxx X. Xxxxxx, an individual, and __________Xxxx X. Xxxxxxxxx, an individual, as administrative trustees each of whose address is c/o Western Resources, 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000 (each an "Administrative Trustee" and together referred to collectively as the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the "Trustees") and (viv) the several Holders, Holders (as hereinafter defineddefined herein).

Notice and Demand. 53 44 Section 10.08 10.09 Agreement Not to Petition......................45 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 ..............45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________December 1, 200_1998, by and among (i) Nextel CommunicationsSouthern Company Capital Funding, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) __________Bankers Trust Company, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) __________Bankers Trust (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________Wayne Boston, an individual, and __________Richard A. Childs, an individual, as administrative xx xdministrative trustees (each an xx "Administrative Xxxxxistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 44 Section 10.08 10.09 Agreement Not to Petition.............................45 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 .....................45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 20019__, by and among (i) Nextel Communications, Inc.Georgia Power Company, a Delaware Georgia corporation (the "Depositor" or the "Company"), (ii) __________The Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________Chase Manhattan Bank Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________Judy M. Anderson, an individual, and __________Wayne Boston, an individual, as administrative xx xxxxxxxxxxxxxe trustees (each an "Administrative Xxxxxistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 67 Section 10.08 10.09 Agreement Not to Petition.......................................68 Section 10.10 Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 ...............................68 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Capital Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________February 1, 200_1997, by and among (i) Nextel CommunicationsSouthern Company Capital Funding, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) __________Bankers Trust Company, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) __________Bankers Trust (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________, an individual, __________Wayne Boston, an individual, and __________Richard A. Childs, an individual, as administrative xxxxnistrative trustees (each an "Administrative Xxxxxxxxrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 53 51 Section 10.08 11.09. Agreement Not to Petition................................................................52 Section 11.10. Conflict with Trust Indenture Act.....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 ........................................................53 EXHIBIT A - Form of Preferred Security............................................................................1 EXHIBIT B - Agreement as to Expenses and Liabilities..............................................................1 EXHIBIT C - Form of Common Securities Certificate EXHIBIT B Form of Expense Agreement EXHIBIT C Form of Preferred Securities Certificate Security...............................................................................1 AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________October 1, 200_2002, by and among (i) Nextel CommunicationsAlabama Power Company, Inc., a Delaware an Alabama corporation (the "Depositor" or the "Company"), (ii) __________JPMorgan Chase Bank, a banking corporation duly organized and existing under the laws of ____________New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Trustee, the "Bank"), (iii) __________Chase Manhattan Bank USA, National Association (successor to Chase Manhattan Bank Delaware), a national banking association duly organized under the laws of the United States of America, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) __________William E. Zales, an individual, __________Jr., an individual, and __________J. Randy DeRieux, an individualxx xxxxxxxxxx, as administrative xx xxxinistrative trustees (each an eaxx xx "Administrative Xxxxxxstrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.