Common use of Payment of Interest; Rights to Interest Preserved Clause in Contracts

Payment of Interest; Rights to Interest Preserved. INTEREST RATE RESET; NOTICE. A payment of interest on any Debt Securities or distribution with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Income PRIDES Certificate (or one or more Predecessor Income PRIDES Certificates) of which such Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are a part is registered at the close of business on the Record Date for such Payment Date. Each Income PRIDES Certificate evidencing Debt Securities delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Income PRIDES Certificate shall carry the rights to payment of interest accrued and unpaid, and to accrue interest, which is carried by the Debt Securities underlying such other Income PRIDES Certificate. In the case of any Income PRIDES with respect to which Cash Settlement of the underlying applicable portion of the Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, interest on the Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such interests shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Income PRIDES Certificate (or one or more Predecessor Income PRIDES Certificate) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Income PRIDES with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, payment of interest on the related Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that would otherwise be payable after the applicable Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Income PRIDES; provided, however, that to the extent that such Holder continues to hold the separated Debt Securities that formerly comprised a part of such Holder's Income PRIDES, such Holder shall be entitled to receive the payment of interest on such separated Debt Securities. The applicable Coupon Rate on the Series D Notes to be in effect on and after the First Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the First Purchase Contract Settlement Date to the Series D Reset Rate (such Series D Reset Rate to be effective from and after the First Purchase Contract Settlement Date). On the Reset Announcement Date, the Series D Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series D Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series D Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. The applicable Coupon Rate on the Series E Notes to be in effect on and after the Second Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the Second Purchase Contract Settlement Date to the Series E Reset Rate (such Series E Reset Rate to be in effect from and after the Second Purchase Contract Settlement Date). On the Reset Announcement Date the Series E Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series E Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series E Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. Not later than 7 calendar days nor more than 15 calendar days prior to each Reset Announcement Date, the Company will request that the Depositary notify (or any successor Clearing Agency or its nominee) by first-class mail, postage prepaid, the Beneficial Owners or Clearing Agency Participants holding Income PRIDES or Growth PRIDES, of such Reset Announcement Date and any procedures to be followed by such Holders of Securities, who intend to settle their obligation under the applicable portion of the Purchase Contract with separate cash on the applicable Purchase Contract Settlement Date.

Payment of Interest; Rights to Interest Preserved. INTEREST RATE RESET; NOTICE. A payment of interest on any Debt Securities the Debentures or distribution with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Income PRIDES Corporate Unit Certificate (or one or more Predecessor Income PRIDES Corporate Unit Certificates) of which such Debt Securities Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are is a part is registered at the close of business on the Record Date for next preceding such Payment Date. Each Income PRIDES Corporate Unit Certificate evidencing Debt Securities Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Income PRIDES Corporate Unit Certificate shall carry the rights to payment of interest accrued and unpaid, and to accrue interest, which is carried by the Debt Securities Debentures underlying such other Income PRIDES Corporate Unit Certificate. In the case of any Income PRIDES Corporate Unit with respect to which Cash Settlement of the underlying applicable portion of the Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, Date or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, interest on the Debt Securities Debentures or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Income PRIDES Corporate Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such interests interest or distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Income PRIDES Corporate Unit Certificate (or one or more Predecessor Income PRIDES CertificateCorporate Unit Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Income PRIDES Corporate Units with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, payment of interest on the related Debt Securities Debentures or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that would otherwise be payable after the applicable Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Income PRIDESCorporate Units; provided, however, that to the extent that such Holder continues to hold the separated Debt Securities Debentures that formerly comprised a part of such Holder's Income PRIDESCorporate Units, such Holder shall be entitled to receive the payment of interest on such separated Debt SecuritiesDebentures. The applicable Coupon Rate on the Series D Notes Debentures to be in effect on and after the First Purchase Contract Settlement Reset Date will be reset determined on the third Business Day immediately preceding the First Purchase Contract Settlement Reset Date to the Series D Reset Rate (such Series D Reset Rate to be effective from and after the First Purchase Contract Settlement Reset Date). If the [Initial Remarketing] and the [Secondary Remarketing] result in Failed Remarketings, the Coupon Rate on the Debentures will not be reset but will continue at the initial Coupon Rate. On the Reset Announcement Date, the Series D Reset Spread and the Two-Year Applicable Benchmark Treasury to be used to determine the Series D Reset Rate will be announced by the CompanyCompany or FPL Group Capital. In addition, on any Reset Announcement Date with respect to an [Initial Reset Date] occurring prior to ____________, 200__, the percentage undivided beneficial ownership interest determined by the Reset Agent for purposes of clause (2)(c) of the definition of "Applicable Ownership Interest" will be announced by the Company or FPL Group Capital. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series D the Reset Spread and Two-Year Applicable Benchmark Treasury to be published in an Authorized Newspaper. The applicable Coupon Rate on and, if applicable, the Series E Notes to be in effect on and after the Second Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the Second Purchase Contract Settlement Date to the Series E Reset Rate (such Series E Reset Rate to be in effect from and after the Second Purchase Contract Settlement Date). On percentage undivided beneficial ownership interest determined by the Reset Announcement Date the Series E Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series E Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series E Reset Spread and Two-Year Benchmark Treasury Agent to be published in an Authorized Newspaper. Not later than 7 calendar days nor more than 15 calendar days prior to each the Reset Announcement Date and the Purchase Contract Settlement Date, if such Purchase Contract Settlement Date is not also a Reset Date, the Company or FPL Group Capital will request that the Depositary notify (or any successor Clearing Agency or its nominee) notify by first-class mail, postage prepaid, the Beneficial Owners or Clearing Agency Participants holding Income PRIDES Corporate Units or Growth PRIDESTreasury Units, of such the Reset Announcement Date and any procedures to be followed by such Holders of Securities, Corporate Units who intend to settle their obligation under the applicable portion of the Purchase Contract with separate cash on the applicable Purchase Contract Settlement Date.

Payment of Interest; Rights to Interest Preserved. INTEREST RATE RESET; NOTICE. A payment of interest Interest on any Debt Securities or distribution with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Note which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Income PRIDES Security Certificate (or one or more Predecessor Income PRIDES Security Certificates) of which such Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are Note is a part is registered at the close of business on the Record Date for next preceding such Payment Date. Each Income PRIDES Security Certificate evidencing Debt Securities Treasury Notes delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Income PRIDES Security Certificate shall carry the rights to payment of interest accrued and unpaid, and to accrue interestaccrue, which is were carried by the Debt Securities Treasury Notes underlying such other Income PRIDES Security Certificate. In the case of any Income PRIDES with respect to which Cash Settlement of the underlying applicable portion of the Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date pursuant to prior notice, or Security with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is Date after any Record Date and on or prior to the next succeeding Payment Date, interest on the Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Notes underlying such Income PRIDES Security otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral SubstitutionSettlement, and such interests interest shall, subject to receipt thereof by the Agent, be payable paid to the Person in whose name the Income PRIDES Security Certificate (or one or more Predecessor Income PRIDES CertificateSecurity Certificates) was is registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Income PRIDES Security with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, payment of interest on the related Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Notes that would otherwise be payable after the applicable Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Income PRIDES; provided, however, that to the extent that such Holder continues to hold the separated Debt Securities that formerly comprised a part of such Holder's Income PRIDES, such Holder shall be entitled to receive the payment of interest on such separated Debt Securities. The applicable Coupon Rate on the Series D Notes to be in effect on and after the First Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the First Purchase Contract Settlement Date to the Series D Reset Rate (such Series D Reset Rate to be effective from and after the First Purchase Contract Settlement Date). On the Reset Announcement Date, the Series D Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series D Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series D Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. The applicable Coupon Rate on the Series E Notes to be in effect on and after the Second Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the Second Purchase Contract Settlement Date to the Series E Reset Rate (such Series E Reset Rate to be in effect from and after the Second Purchase Contract Settlement Date). On the Reset Announcement Date the Series E Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series E Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series E Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. Not later than 7 calendar days nor more than 15 calendar days prior to each Reset Announcement Date, the Company will request that the Depositary notify (or any successor Clearing Agency or its nominee) by first-class mail, postage prepaid, the Beneficial Owners or Clearing Agency Participants holding Income PRIDES or Growth PRIDES, of such Reset Announcement Date and any procedures to be followed by such Holders of Securities, who intend to settle their obligation under the applicable portion of the Purchase Contract with separate cash on the applicable Purchase Contract Settlement DateSecurity.

Payment of Interest; Rights to Interest Preserved. INTEREST RATE RESET; NOTICE. A payment of interest on any the Debt Securities or distribution with respect to the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Income PRIDES Corporate Unit Certificate (or one or more Predecessor Income PRIDES Corporate Unit Certificates) of which such Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, are a part is registered at the close of business on the Record Date for such Payment Date. Each Income PRIDES Corporate Unit Certificate evidencing Debt Securities delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Income PRIDES Corporate Unit Certificate shall carry the rights to payment of interest accrued and unpaid, and to accrue interest, which is are carried by the Debt Securities underlying such other Income PRIDES Corporate Unit Certificate. In the case of any Income PRIDES Corporate Unit with respect to which Cash Settlement of the underlying applicable portion of the Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, interest on the Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, underlying such Income PRIDES Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such interests interest or distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Income PRIDES Corporate Unit Certificate (or one or more Predecessor Income PRIDES CertificateCorporate Unit Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Income PRIDES Corporate Unit with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, payment of interest on the related Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that would otherwise be payable after the applicable Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Income PRIDESCorporate Unit; provided, however, that to the extent that such Holder continues to hold the separated Debt Securities Security that formerly comprised a part of such Holder's Income PRIDESCorporate Unit, such Holder shall be entitled to receive the payment of interest on such separated Debt SecuritiesSecurity. The applicable Coupon Reset Rate on the Series D Notes Debt Securities to be in effect on and after the First Purchase Contract Settlement Reset Date will be reset determined on the third Business Day immediately preceding the First Purchase Contract Settlement Reset Date to the Series D Reset Rate (such Series D Reset Rate to be effective from and after the First Purchase Contract Settlement Reset Date). If the Initial Remarketing results in a Failed Remarketing, the Coupon Rate on the Debt Securities will not be reset to the Reset Rate but will continue at the initial Coupon Rate. If the Secondary Remarketing results in a Failed Remarketing, the Reset Rate will be the rate determined by the Reset Agent as the rate the Debt Securities should bear in order for each Senior Note to have an approximate market value of 100.5% of the principal amount of the Debt Securities. The Company may limit the reset rate to 200 basis points over the yield on the Applicable Benchmark Treasury. In addition, the Reset Rate will in no event exceed the maximum rate permitted by applicable law. On the each Reset Announcement Date, the Series D Reset Spread and the Two-Year Applicable Benchmark Treasury to be used to determine the Series D Reset Rate will be announced by the Company. In addition, on any Reset Announcement Date relating to an Initial Reset Date occurring prior to February 16, 2006, the percentage undivided beneficial ownership interest determined by the Reset Agent for purposes of clause (1)(iii) of the definition of "Applicable Ownership Interest" will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series D the Reset Spread and Two-Year Spread, Applicable Benchmark Treasury to be published and, if applicable, percentage undivided beneficial ownership interest in an Authorized Newspaper. The applicable Coupon Rate on the Series E Notes to be in effect on and after the Second Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the Second Purchase Contract Settlement Date to the Series E Reset Rate (such Series E Reset Rate to be in effect from and after the Second Purchase Contract Settlement Date). On the Reset Announcement Date the Series E Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series E Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series E Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. Not later than 7 calendar days nor more than 15 calendar days prior to each Reset Announcement Date and the Purchase Contract Settlement Date, if the Purchase Contract Settlement Date is not also a Reset Date, the Company will request that the Depositary notify (or any successor Clearing Agency or its nominee) notify by first-class mail, postage prepaid, the Beneficial Owners or Clearing Agency Participants holding Income PRIDES Corporate Units or Growth PRIDESTreasury Units, of such each Reset Announcement Date and any procedures to be followed by such Holders of Securities, who intend to settle their obligation under the applicable portion of the Purchase Contract with separate cash on the applicable Purchase Contract Settlement Date.

Payment of Interest; Rights to Interest Preserved. INTEREST RATE RESET; NOTICE. A payment of interest on any Debt Securities or distribution with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Income PRIDES Type A Certificate (or one or more Predecessor Income PRIDES Type A Certificates) of which such Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are is a part is registered at the close of business on the Record Date for such Payment Date. Each Income PRIDES Type A Certificate evidencing Debt Securities delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Income PRIDES Type A Certificate shall carry the rights to payment of interest accrued and unpaid, and to accrue interest, which is carried by the Debt Securities underlying such other Income PRIDES Type A Certificate. In the case of any Income PRIDES Type A Security with respect to which Cash Settlement of the underlying applicable portion of the Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, interest on the Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Income PRIDES Type A Securities otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such interests shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Income PRIDES Type A Certificate (or one or more Predecessor Income PRIDES CertificateType A Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Income PRIDES Type A Securities with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, payment of interest on the related Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that would otherwise be payable after the applicable Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Income PRIDESType A Securities; provided, however, that to the extent that such Holder continues to hold the separated Debt Securities that formerly comprised a part of such Holder's Income PRIDESType A Securities, such Holder shall be entitled to receive the payment of interest on such separated Debt Securities. The applicable Coupon Rate on the Series D Notes to be in effect Debt Securities on and after the First Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the First Purchase Contract Settlement Date to the Series D Reset Rate (such Series D Reset Rate to be effective from in effect on and after the First Purchase Contract Settlement Date). On the Reset Announcement Date, Date the Series D Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series D Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series D Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. The applicable Coupon Rate on the Series E Notes to be in effect on and after the Second Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the Second Purchase Contract Settlement Date to the Series E Reset Rate (such Series E Reset Rate to be in effect from and after the Second Purchase Contract Settlement Date). On the Reset Announcement Date the Series E Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series E Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series E ___ Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. Not later than 7 calendar days nor more than 15 calendar days prior to each the Reset Announcement Date, the Company will request that notify the Depositary notify DTC or its nominee (or any successor Clearing Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Income PRIDES Type A Securities or Growth PRIDESType B Securities, of such Reset Announcement Date and any the procedures to be followed by such Holders of Securities, Type A Securities or Type B Securities who intend to settle their obligation under the applicable portion of the Purchase Contract with separate cash on the applicable Purchase Contract Settlement Date.

Payment of Interest; Rights to Interest Preserved. INTEREST RATE RESET; NOTICE. A payment of interest on any Debt Securities Debentures or distribution with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Income PRIDES Type A Certificate (or one or more Predecessor Income PRIDES Type A Certificates) of which such Debt Securities Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are is a part is registered at the close of business on the Record Date for such Payment Date. Each Income PRIDES Type A Certificate evidencing Debt Securities Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Income PRIDES Type A Certificate shall carry the rights to payment of interest accrued and unpaid, and to accrue interest, which is carried by the Debt Securities Debentures underlying such other Income PRIDES Type A Certificate. In the case of any Income PRIDES Type A Security with respect to which Cash Settlement of the underlying applicable portion of the Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, interest on the Debt Securities Debentures or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Income PRIDES Type A Securities otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such interests interest or distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Income PRIDES Type A Certificate (or one or more Predecessor Income PRIDES CertificateType A Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Income PRIDES Type A Securities with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, payment of interest on the related Debt Securities Debentures or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that would otherwise be payable after the applicable Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Income PRIDESType A Securities; provided, however, that to the extent that such Holder continues to hold the separated Debt Securities Debentures that formerly comprised a part of such Holder's Income PRIDESType A Securities, such Holder shall be entitled to receive the payment of interest on such separated Debt SecuritiesDebentures. The applicable Coupon Rate on the Series D Notes to be in effect Debentures on and after the First Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the First Purchase Contract Settlement Date to the Series D Reset Rate (such Series D Reset Rate to be effective from in effect on and after the First Purchase Contract Settlement Date). On the Reset Announcement Date, the Series D Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series D Reset Rate will be announced by FPL Group Capital or the Company. On the Business Day immediately following the Reset Announcement Date, FPL Group Capital or the Company will cause a notice of such Series D Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. The applicable Coupon Rate on the Series E Notes to be in effect on and after the Second Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the Second Purchase Contract Settlement Date to the Series E Reset Rate (such Series E Reset Rate to be in effect from and after the Second Purchase Contract Settlement Date). On the Reset Announcement Date the Series E Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series E Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series E Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. Not later than 7 calendar days nor more than 15 calendar days prior to each the Reset Announcement Date, the Company or FPL Group Capital will request that the Depositary notify (or any successor Clearing Agency or its nominee) notify by first-class mail, postage prepaid, the Beneficial Owners or Clearing Agency Participants holding Income PRIDES Type A Securities or Growth PRIDESType B Securities, of such Reset Announcement Date and any the procedures to be followed by such Holders of Securities, Type Securities A who intend to settle their obligation under the applicable portion of the Purchase Contract with separate cash on the applicable Purchase Contract Settlement Date.

Payment of Interest; Rights to Interest Preserved. INTEREST RATE RESET; NOTICE. A payment of interest on any the Debt Securities or distribution with respect to the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Income PRIDES Certificate (or one or more Predecessor Income PRIDES Certificates) of which such Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, are a part is registered at the close of business on the Record Date for such Payment Date. Each Income PRIDES Certificate evidencing Debt Securities delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Income PRIDES Certificate shall carry the rights to payment of interest accrued and unpaid, and to accrue interest, which is are carried by the Debt Securities underlying such other Income PRIDES Certificate. In the case of any Income PRIDES with respect to which Cash Settlement of the underlying applicable portion of the Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which Cash Merger Early Settlement of the underlying Purchase Contract is effected on the Cash Merger Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, interest on the Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, underlying such Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Settlement, Early Settlement, Cash Merger Early Settlement or Collateral Substitution, and such interests interest or distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Income PRIDES Certificate (or one or more Predecessor Income PRIDES CertificateCertificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Income PRIDES with respect to which Cash Settlement, Early Settlement or Cash Merger Early Settlement of the underlying Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date, an Early Settlement Date or an a Cash Merger Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, payment of interest on the related Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that would otherwise be payable after the applicable Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date shall not be payable hereunder to the Holder of such Income PRIDES; provided, however, that to the extent that such Holder continues to hold the separated Debt Securities Security that formerly comprised a part of such Holder's Income PRIDES, such Holder shall be entitled to receive the payment of interest on such separated Debt SecuritiesSecurity. The applicable Coupon Debt Securities shall bear interest at the Reset Rate from the Reset Date. The Reset Rate shall equal the sum of (i) the Reset Spread and (ii) the yield on the Series D Notes to be Applicable Benchmark Treasury in effect on and after the First Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the First Purchase Contract Settlement Reset Date to and shall be determined by the Series D Reset Agent; provided that the Reset Rate (such Series D Reset Rate to be effective from and after will in no event exceed the First Purchase Contract Settlement Date)maximum rate permitted by applicable law. On the Reset each Remarketing Announcement Date, the Series D Reset Agent will establish the Reset Spread and to be added to the Two-Year yield on the Applicable Benchmark Treasury expected to be used to in effect on the Remarketing Date. In addition, the Reset Agent will determine on such Remarketing Announcement Date, the Series D Reset Rate percentage undivided beneficial ownership interest for purposes of clause (1)(ii) and (iii) of the definition of "Applicable Ownership Interest," which will be announced by the Company. On the Business Day immediately following the Reset Remarketing Announcement Date, the Company will cause a notice of such Series D (a) the Reset Spread and Two-Year the Applicable Benchmark Treasury Treasury, (b) any change in the scheduled Interest Payment Dates and maturity date of the Debt Securities that will become effective on the Reset Date upon a successful remarketing, to be published in an Authorized Newspaper and (c) if applicable, the percentage of the undivided beneficial ownership interest to be published in an Authorized Newspaper. The applicable In the event of a Failed Remarketing, the Coupon Rate on the Series E Notes to be in effect on and after the Second Purchase Contract Settlement Date will not be reset on the third Business Day immediately preceding the Second Purchase Contract Settlement Date to the Series E Reset Rate (such Series E Reset Rate to be in effect from and after the Second Purchase Contract Settlement Date). On the Reset Announcement Date the Series E Reset Spread and the Two-Year Benchmark Treasury Debt Securities will continue to be used to determine bear interest at the Series E Reset Coupon Rate will be announced by effective at the Companytime the Debt Securities were initially issued. On the Business Day immediately following the Reset Announcement DateIn addition, the Company will cause a notice of such Series E Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. Not request, not later than 7 calendar days seven nor more than 15 calendar days prior to each Reset Remarketing Announcement Date, the Company will request that the Depositary notify (or any successor Clearing Agency or its nominee) notify by first-class mail, postage prepaid, the Beneficial Owners or Clearing Agency Participants holding Debt Securities, Income PRIDES or and Growth PRIDES, PRIDES of such Reset each Remarketing Announcement Date and any the remarketing, including, if the Remarketing Announcement is being made on the seventh Business Day immediately preceding August 16, 2006, the procedures to that must be followed by such Holders in the event of Securities, who intend a Failed Remarketing if (1) any holder of PRIDES wishes to settle their obligation under the applicable portion of the Purchase Contract related purchase contract with separate cash on the applicable Purchase Contract Settlement DateBusiness Day immediately preceding August 16, 2006, or (2) any holder of Debt Securities wishes to exercise its right to put such Debt Securities to the Company pursuant to the Indenture.

Payment of Interest; Rights to Interest Preserved. INTEREST RATE RESET; NOTICE. A payment of interest on any Debt Securities or distribution with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Income PRIDES Type A Certificate (or one or more Predecessor Income PRIDES Type A Certificates) of which such Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are is a part is registered at the close of business on the Record Date for such Payment Date. Each Income PRIDES Type A Certificate evidencing Debt Securities delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Income PRIDES Type A Certificate shall carry the rights to payment of interest accrued and unpaid, and to accrue interest, which is carried by the Debt Securities underlying such other Income PRIDES Type A Certificate. In the case of any Income PRIDES Type A Security with respect to which Cash Settlement of the underlying applicable portion of the Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, interest on the Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Income PRIDES Type A Securities otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such interests shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Income PRIDES Type A Certificate (or one or more Predecessor Income PRIDES CertificateType A Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Income PRIDES Type A Securities with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, payment of interest on the related Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that would otherwise be payable after the applicable Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Income PRIDESType A Securities; provided, however, that to the extent that such Holder continues to hold the separated Debt Securities that formerly comprised a part of such Holder's Income PRIDESType A Securities, such Holder shall be entitled to receive the payment of interest on such separated Debt Securities. The applicable Coupon Rate on the Series D Notes to be in effect Debt Securities on and after the First Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the First Purchase Contract Settlement Date to the Series D Reset Rate (such Series D Reset Rate to be effective from in effect on and after the First Purchase Contract Settlement Date). On the Reset Announcement Date, Date the Series D Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series D Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series D Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. The applicable Coupon Rate on the Series E Notes to be in effect on and after the Second Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the Second Purchase Contract Settlement Date to the Series E Reset Rate (such Series E Reset Rate to be in effect from and after the Second Purchase Contract Settlement Date). On the Reset Announcement Date the Series E Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series E Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series E ___ Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. Not later than 7 calendar days nor more than 15 calendar days prior to each the Reset Announcement Date, the Company will request that notify the Depositary notify DTC or its nominee (or any successor Clearing Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Income PRIDES Type A Securities or Growth PRIDESType B Securities, of such Reset Announcement Date and any the procedures to be followed by such Holders of Securities, Type Securities A who intend to settle their obligation under the applicable portion of the Purchase Contract with separate cash on the applicable Purchase Contract Settlement Date.

Payment of Interest; Rights to Interest Preserved. INTEREST RATE RESET; NOTICE. A payment of interest on any the Debt Securities or distribution with respect to the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Income PRIDES Corporate Unit Certificate (or one or more Predecessor Income PRIDES Corporate Unit Certificates) of which such Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, are a part is registered at the close of business on the Record Date for such Payment Date. Each Income PRIDES Corporate Unit Certificate evidencing Debt Securities delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Income PRIDES Corporate Unit Certificate shall carry the rights to payment of interest accrued and unpaid, and to accrue interest, which is are carried by the Debt Securities underlying such other Income PRIDES Corporate Unit Certificate. In the case of any Income PRIDES Corporate Unit with respect to which Cash Settlement of the underlying applicable portion of the Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, interest on the Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, underlying such Income PRIDES Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such interests interest or distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Income PRIDES Corporate Unit Certificate (or one or more Predecessor Income PRIDES CertificateCorporate Unit Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Income PRIDES Corporate Unit with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on the Business Day immediately preceding the applicable Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, payment of interest on the related Debt Securities or distributions with respect to the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that would otherwise be payable after the applicable Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Income PRIDESCorporate Unit; provided, however, that to the extent that such Holder continues to hold the separated Debt Securities Security that formerly comprised a part of such Holder's Income PRIDESCorporate Unit, such Holder shall be entitled to receive the payment of interest on such separated Debt SecuritiesSecurity. The applicable Coupon Reset Rate on the Series D Notes Debt Securities to be in effect on and after the First Purchase Contract Settlement Reset Date will be reset determined on the third Business Day immediately preceding the First Purchase Contract Settlement Reset Date to the Series D Reset Rate (such Series D Reset Rate to be effective from and after the First Purchase Contract Settlement Reset Date). If the Initial Remarketing results in a Failed Remarketing, the Coupon Rate on the Debt Securities will not be reset to the Reset Rate but will continue at the initial Coupon Rate. If the Secondary Remarketing results in a Failed Remarketing, the Reset Rate will be the rate determined by the Reset Agent as the rate the Debt Securities should bear in order for each Senior Note to have an approximate market value of [_____%] of the principal amount of the Debt Securities. The Company may limit the reset rate to [___] basis points over the yield on the Applicable Benchmark Treasury. In addition, the Reset Rate will in no event exceed the maximum rate permitted by applicable law. On the each Reset Announcement Date, the Series D Reset Spread and the Two-Year Applicable Benchmark Treasury to be used to determine the Series D Reset Rate will be announced by the Company. In addition, on any Reset Announcement Date relating to an Initial Reset Date occurring prior to _________________, the percentage undivided beneficial ownership interest determined by the Reset Agent for purposes of clause (1)(iii) of the definition of "Applicable Ownership Interest" will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series D the Reset Spread and Two-Year Spread, Applicable Benchmark Treasury to be published and, if applicable, percentage undivided beneficial ownership interest in an Authorized Newspaper. The applicable Coupon Rate on the Series E Notes to be in effect on and after the Second Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the Second Purchase Contract Settlement Date to the Series E Reset Rate (such Series E Reset Rate to be in effect from and after the Second Purchase Contract Settlement Date). On the Reset Announcement Date the Series E Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Series E Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Company will cause a notice of such Series E Reset Spread and Two-Year Benchmark Treasury to be published in an Authorized Newspaper. Not later than 7 calendar days nor more than 15 calendar days prior to each Reset Announcement Date and the Purchase Contract Settlement Date, if the Purchase Contract Settlement Date is not also a Reset Date, the Company will request that the Depositary notify (or any successor Clearing Agency or its nominee) notify by first-class mail, postage prepaid, the Beneficial Owners or Clearing Agency Participants holding Income PRIDES Corporate Units or Growth PRIDESTreasury Units, of such each Reset Announcement Date and any procedures to be followed by such Holders of Securities, who intend to settle their obligation under the applicable portion of the Purchase Contract with separate cash on the applicable Purchase Contract Settlement Date.