FLORIDA POWER & LIGHT CO (Form: 10-Q, Received: 08/10/1995 00:00:00)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-3545

FLORIDA POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)

                 Florida                                     59-0247775
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                          Identification No.)


           700 Universe Boulevard
         Juno Beach, Florida 33408
  (Address of principal executive offices)
                 (Zip Code)

               (407) 694-4647
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, No Par Value, outstanding at July 31, 1995: 1,000 shares

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

                                                      Three Months Ended              Six Months Ended
                                                            June 30,                       June 30,
                                                       1995          1994            1995           1994
                                                                    (Thousands of Dollars)
OPERATING REVENUES .............................    $1,446,203    $1,418,573      $2,602,472     $2,574,362

OPERATING EXPENSES:
  Fuel, purchased power and interchange ........       458,403       473,587         803,275        838,401
  Other operations and maintenance .............       274,817       354,394         506,706        624,146
  Depreciation and amortization ................       260,207       167,602         457,982        331,921
  Income taxes .................................        95,554        79,337         163,743        143,969
  Taxes other than income taxes ................       137,668       133,836         265,596        255,038
    Total operating expenses ...................     1,226,649     1,208,756       2,197,302      2,193,475

OPERATING INCOME ...............................       219,554       209,817         405,170        380,887

OTHER INCOME - NET .............................         1,840         4,568           5,761         11,588

INTEREST CHARGES - NET .........................        67,590        71,398         137,685        140,933

NET INCOME .....................................       153,804       142,987         273,246        251,542

PREFERRED STOCK DIVIDEND REQUIREMENTS ..........         9,039         9,879          21,192         19,808

NET INCOME AVAILABLE TO FPL GROUP, INC. ........    $  144,765    $  133,108      $  252,054     $  231,734

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements on Pages 5 through 7 herein and the Notes to Consolidated Financial Statements appearing in Florida Power & Light Company's (FPL) 1994 Annual Report on Form 10-K (Form 10-K).

FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,
1995 December 31,
(Unaudited) 1994
(Thousands of Dollars)
ELECTRIC UTILITY PLANT:
At original cost, including nuclear fuel and construction work in progress $16,375,307 $16,138,641
Less accumulated depreciation and amortization ........................... 6,528,431 6,132,488
Electric utility plant - net ........................................... 9,846,876 10,006,153

CURRENT ASSETS:
Cash and cash equivalents ................................................ 15,168 535
Customer receivables, net of allowances of $9,422 and $11,518 ............ 497,847 458,047
Materials, supplies and fossil fuel stock - at average cost .............. 283,630 292,601
Other .................................................................... 111,845 81,290
Total current assets ................................................... 908,490 832,473

OTHER ASSETS:
Special use funds ........................................................ 529,178 435,117
Unamortized debt reacquisition costs and litigation items ................ 381,837 402,978
Other .................................................................... 172,408 144,731
Total other assets ..................................................... 1,083,423 982,826

TOTAL ASSETS ............................................................... $11,838,789 $11,821,452

CAPITALIZATION:
Common shareholder's equity .............................................. $ 4,234,180 $ 4,185,586
Preferred stock without sinking fund requirements ........................ 451,250 451,250
Preferred stock with sinking fund requirements ........................... 50,000 94,000
Long-term debt ........................................................... 3,181,148 3,581,157
Total capitalization ................................................... 7,916,578 8,311,993

CURRENT LIABILITIES:
Accounts payable ......................................................... 298,376 306,616
Debt and preferred stock due within one year ............................. 319,619 111,350
Accrued interest, taxes and other ........................................ 923,315 686,811
Total current liabilities .............................................. 1,541,310 1,104,777

OTHER LIABILITIES AND DEFERRED CREDITS:
Accumulated deferred income taxes ........................................ 1,216,973 1,259,822
Unamortized regulatory and investment tax credits ........................ 483,183 498,703
Other .................................................................... 680,745 646,157
Total other liabilities and deferred credits ........................... 2,380,901 2,404,682

COMMITMENTS AND CONTINGENCIES

TOTAL CAPITALIZATION AND LIABILITIES ....................................... $11,838,789 $11,821,452

FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended
June 30,
1995 1994
(Thousands of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .................................................................... $ 273,246 $ 251,542
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ............................................. 457,982 331,921
Deferred income taxes and unamortized regulatory and investment tax credits (58,370) 22,046
Other ..................................................................... 200,599 20,610
Net cash provided by operating activities ................................... 873,457 626,119

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1) ...................................................... (348,283) (408,830)
Other ......................................................................... (10,066) (12,881)
Net cash used in investing activities ....................................... (358,349) (421,711)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuances of debt ............................................................. 110,349 86,350
Retirement of debt and preferred stock ........................................ (356,706) (90,729)
Dividends ..................................................................... (222,347) (180,408)
Other ......................................................................... (31,771) (25,750)
Net cash used in financing activities ....................................... (500,475) (210,537)

Net increase in cash and cash equivalents ....................................... 14,633 (6,129)

Cash and cash equivalents at beginning of period ................................ 535 7,316

Cash and cash equivalents at end of period ...................................... $ 15,168 $ 1,187

Supplemental disclosures of cash flow information:
Cash paid for interest (net of amount capitalized) ............................ $ 149,844 $ 140,933
Cash paid for income taxes .................................................... $ 94,685 $ 80,443

Supplemental schedule of noncash investing and financing activities:
Additions to capital lease obligations ........................................ $ 41,944 $ 17,759

(1) Capital expenditures exclude allowance for equity funds used during construction.

FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The accompanying condensed consolidated financial statements should be read in conjunction with FPL's 1994 Form 10-K. In the opinion of FPL, all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of June 30, 1995, the results of operations for the three and six months ended June 30, 1995 and 1994 and the cash flows for the six months ended June 30, 1995 and 1994 have been made. Certain amounts included in the prior year's condensed consolidated financial statements have been reclassified to conform to the current year's presentation. The results of operations for an interim period may not give a true indication of results for the year.

1. Capitalization

Preferred Stock - In April 1995, FPL redeemed 400,000 shares of its 8.625% Preferred Stock, Series R, $100 Par Value.

Long-Term Debt - In March and June 1995, FPL sold approximately $59 million and $52 million principal amount of variable interest rate Pollution Control Revenue Refunding Bonds, at initial variable rates of 2.90% and 2.25%, respectively, maturing in April 2020, March 2027 and May 2029. The proceeds were used in April and June 1995, and will be used in September 1995, to redeem a like principal amount of Pollution Control Revenue Bonds, maturing in 2019 and 2020 bearing interest at 9 5/8% and 10%, respectively. In April 1995, FPL redeemed approximately $66 million principal amount of 9 3/8% First Mortgage Bonds, due July 2019. In addition, through June 1995, FPL purchased on the open market and retired approximately $44 million principal amount of various series of first mortgage bonds.

In July 1995, an additional $3 million principal amount of first mortgage bonds were purchased on the open market and retired. In early August 1995, FPL called for redemption in September 1995 approximately $92 million of first mortgage bonds, designated medium- term notes, maturing in 2006 through 2022 at interest rates of 8.40% to 9.05%.

At December 31, 1994, FPL had $200 million of commercial paper classified as long-term debt. FPL no longer intends to maintain this level of commercial paper usage for the foreseeable future and, accordingly, has retired $48 million and classified the remaining $152 million of commercial paper outstanding at June 30, 1995 as a current liability.

2. Commitments and Contingencies

Capital Commitments - FPL has made commitments in connection with a portion of its projected capital expenditures. Capital expenditures for the construction or acquisition of additional facilities and equipment to meet customer demand are estimated to be $3.0 billion, including allowance for funds used during construction (AFUDC), for the years 1995 through 1999. Included in this five-year forecast are capital expenditures for 1995 of $712 million, of which $353 million, including AFUDC, had been spent through June 30, 1995.

Insurance - Liability for accidents at nuclear power plants is governed by the Price-Anderson Act, which limits the liability of nuclear reactor owners to the amount of the insurance available from private sources and under an industry retrospective payment plan. In accordance with this Act, FPL maintains $200 million of private liability insurance, which is the maximum obtainable, and participates in a secondary financial protection system under which it is subject to retrospective assessments of up to $317 million per incident at any nuclear utility reactor in the United States, payable at a rate not to exceed $40 million per incident per year.

FPL participates in insurance pools and other arrangements that provide $2.75 billion of limited insurance coverage for property damage, decontamination and premature decommissioning risks at its nuclear plants. The proceeds from such insurance, however, must first be used for reactor stabilization and site decontamination before they can be used for plant repair. FPL also participates in an insurance program that provides limited coverage for replacement power costs if a plant is out of service because of an accident. In the event of an accident at one of FPL's or another participating insured's nuclear plants, FPL could be assessed up to $77 million in retrospective premiums, and in the event of a subsequent accident at such nuclear plants during the policy period, the maximum aggregate assessment is $93 million under the programs in effect at June 30, 1995. FPL has a storm and property insurance reserve, which totaled approximately $107 million at June 30, 1995, for assessments under the nuclear insurance program and costs incurred under the transmission and distribution (T&D) property self-insurance program described below.

In the event of a catastrophic loss at one of FPL's nuclear plants, the amount of insurance available may not be adequate to cover property damage and other expenses incurred. Uninsured losses, to the extent not recovered through rates, would be borne by FPL and could have a material adverse effect on FPL's financial condition.

FPL self-insures certain of its T&D property due to the high cost and limited coverage available from third-party insurers. Recovery from ratepayers of any losses in excess of the storm and property insurance reserve will require the approval of the Florida Public Service Commission (FPSC). FPL's available lines of credit include $300 million to provide additional liquidity in the event of a T&D property loss.

Contracts - FPL has entered into certain long-term purchased power and fuel contracts. Take-or-pay purchased power contracts with the Jacksonville Electric Authority (JEA) and with subsidiaries of the Southern Company provide approximately 1,300 megawatts (mw) of power through mid-2010 and 374 mw through 2022. FPL also has various firm pay-for-performance contracts to purchase approximately 1,000 mw from certain cogenerators and small power producers (qualifying facilities) with expiration dates ranging from 2002 through 2026. The purchased power contracts provide for capacity and energy payments. Energy payments are based on the actual power taken under these contracts. Capacity payments for the pay-for-performance contracts are subject to the qualifying facilities meeting certain contract obligations. The fuel contracts provide for the transportation and supply of natural gas and the supply and use of Orimulsion. Orimulsion is a new fuel which FPL expects to begin using in 1998, subject to environmental approvals. In no year are the obligations under the fuel contracts expected to exceed usage requirements.

The required capacity and minimum payments through 1999 under these contracts are estimated to be as follows:

                                                                        1995    1996    1997    1998    1999
                                                                                (Millions of Dollars)
Capacity payments:
  JEA ..............................................................    $ 80    $ 80    $ 80    $ 80    $ 90
  Southern Companies ...............................................    $140    $140    $140    $130    $130
  Qualifying facilities ............................................    $190    $300    $310    $320    $340
Minimum payments, at projected prices:
  Natural gas ......................................................    $266    $200    $200    $210    $200
  Orimulsion .......................................................       -       -       -    $130    $160

Capacity, energy and fuel charges under these contracts were as follows:

                               Three Months Ended June 30,                  Six Months Ended June 30,
                            1995 Charges         1994 Charges           1995 Charges         1994 Charges
                                   Energy/              Energy/                Energy/              Energy/
                         Capacity  Fuel (1)   Capacity  Fuel (1)     Capacity  Fuel (1)   Capacity  Fuel (1)
                                                        (Millions of Dollars)
JEA ...................   $21(2)     $10       $21(2)     $12         $43(2)     $ 21      $ 42(2)    $ 22
Southern Companies ....   $39(3)     $25       $52(3)     $36         $78(3)     $ 45      $108(3)    $ 69
Qualifying facilities..   $39(3)     $18       $37(3)     $16         $76(3)     $ 38      $ 65(3)    $ 31
Natural gas ...........     -        $96         -        $69           -        $163         -       $115

(1)  Recovered through the fuel and purchased power cost recovery clause.
(2)  Recovered through base rates and the capacity cost recovery clause (capacity clause).
(3)  Recovered through the capacity clause.

Litigation - Union Carbide Corporation sued FPL and Florida Power Corporation alleging that, through a territorial agreement approved by the FPSC, they conspired to eliminate competition in violation of federal antitrust laws. Praxair, Inc., an entity that was formerly a unit of Union Carbide, has been substituted as the plaintiff. The suit seeks treble damages of an unspecified amount based on alleged higher prices paid for electricity and for product sales lost. Cross motions for summary judgment were denied. Both parties are appealing the denials.

A suit brought by the partners in a cogeneration project located in Dade County, Florida, alleges that FPL and certain affiliated companies have engaged in anti-competitive conduct intended to eliminate competition from cogenerators generally, and from their facility in particular, in violation of federal antitrust laws and have wrongfully interfered with the cogeneration project's contractual relationship with Metropolitan Dade County. The suit seeks damages in excess of $100 million, before trebling under antitrust laws, plus other unspecified compensatory and punitive damages. FPL's motion for summary judgment was denied. FPL is appealing the denial.

The Florida Municipal Power Agency (FMPA), an organization comprised of municipal electric utilities, has sued FPL for allegedly breaching a "contract" to provide transmission service to the FMPA and its members and for breaching antitrust laws by monopolizing or attempting to monopolize the provision, coordination and transmission of electric power in refusing to provide transmission service, or to permit the FMPA to invest in and use FPL's transmission system, on the FMPA's proposed terms. The FMPA seeks $140 million in damages, before trebling for the antitrust claim, and court orders requiring FPL to permit the FMPA to invest in and use FPL's transmission system on "reasonable terms and conditions" and on a basis equal to FPL. In December 1993, a district court granted summary judgment in favor of FPL. The FMPA has appealed.

FPL believes that it has meritorious defenses to all of the litigation described above and is vigorously defending these suits. Accordingly, the liabilities, if any, arising from these proceedings are not anticipated to have a material adverse effect on FPL's financial statements.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes to the Condensed Consolidated Financial Statements contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in FPL's 1994 Form 10-K. The results of operations for an interim period may not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year.

RESULTS OF OPERATIONS

FPL's net income for the three and six months ended June 30, 1995 was favorably affected by ongoing cost control measures and higher energy sales, resulting from both customer growth and increased energy usage per customer. Partially offsetting these factors were higher depreciation and lower AFUDC.

FPL's revenues from base rates increased to approximately $882 million and $1.6 billion for the three and six months ended June 30, 1995 from approximately $847 million and $1.5 billion for the same periods in 1994. The increases reflect customer growth of 1.9% and 2.0% for the three and six months ended June 30, 1995, respectively, and increases in energy usage per retail customer of 2.3% and 1.3%, primarily reflecting weather conditions. Revenues from cost recovery clauses (including fuel) and franchise fees, which represent a pass-through of costs and do not significantly affect net income, declined due to lower fuel and capacity charges.

The decrease in other operations and maintenance expenses reflects ongoing cost reduction efforts in the current year and 1994 expenses, primarily relating to nuclear refueling and consolidation of facilities, that were not incurred in 1995. FPL proposed to the FPSC a special amortization of its nuclear units in a fixed amount of $30 million per year beginning in 1995, plus an additional amount based on the level of sales achieved for 1995 and 1996. The year-to-date portion of the special nuclear amortization was recorded in the second quarter of 1995, when interim FPSC approval was received. In granting interim approval, the FPSC specified that amounts recorded as expense would remain expense items regardless of their final classification, which will be determined at the time of final FPSC review that is expected to occur in October 1995. Depreciation expense increased for the three and six months ended June 30, 1995 as a result of the special amortization of nuclear units, an increase in nuclear decommissioning and fossil dismantlement, the amortization of deferred litigation items over a period not to exceed five years, and the placement in service of the Martin Units Nos. 3 and 4 in February and April of 1994.

LIQUIDITY AND CAPITAL RESOURCES

Based on available cash flows from operations, FPL has redeemed certain series of its preferred stock and first mortgage bonds and reduced the level of commercial paper, consistent with management's intent to further reduce debt balances. Preferred stock dividends in 1995 include the premium paid on the redemption of 400,000 shares of the 8.625% Preferred Stock, Series R, $100 Par Value. See Note 1.

For information concerning capital commitments, see Note 2.

PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

(a) The following directors were elected effective May 15, 1995 by the written consent of the sole common shareholder of FPL in lieu of an annual meeting of shareholders:

James L. Broadhead
Dennis P. Coyle
Paul J. Evanson
Jerome H. Goldberg
Lawrence J. Kelleher
J. Thomas Petillo
C. O. Woody
Michael W. Yackira

Item 5. Other Information

(a) Reference is made to Item 1. Business - System Capability and Load in FPL's 1994 Form 10-K.

In June 1995, under a 1991 agreement with Georgia Power Company, FPL purchased an additional 11% (90 mw) ownership interest in Scherer Unit No. 4 for approximately $80 million.

(b) Reference is made to Item 1. Business - Retail Ratemaking in FPL's 1994 Form 10-K.

FPL was required to file historic and projected revenues and cost data with the FPSC at least every four years. In July 1995, the Florida legislature eliminated the requirement for such filing by Florida electric utilities.

Item 6. Exhibits and Reports on Form 8-K

(a)       Exhibits

          Exhibit
          Number                       Description

          *4(a)   Mortgage and Deed of Trust dated as of January 1,
                  1944, and Ninety-five Supplements thereto between
                  FPL and Bankers Trust Company and The Florida
                  National Bank of Jacksonville (now First Union National
                  Bank of Florida) Trustees (as of September 2, 1992,
                  the sole trustee is Bankers Trust Company) (filed as
                  Exhibit B-3, File No. 2-4845; Exhibit 7(a), File No.
                  2-7126; Exhibit 7(a), File No. 2-7523; Exhibit 7(a), File
                  No. 2-7990; Exhibit 7(a), File No. 2-9217; Exhibit
                  4(a)-5, File No. 2-10093; Exhibit 4(c), File No. 2-11491;
                  Exhibit 4(b)-1, File No. 2-12900; Exhibit 4(b)-1, File
                  No. 2-13255; Exhibit 4(b)-1, File No. 2-13705; Exhibit
                  4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File
                  No. 2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit
                  4(b)-1, File No. 2-20501; Exhibit 4(b)-1, File
                  No. 2-22104; Exhibit 2(c), File No. 2-23142; Exhibit
                  2(c), File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677;
                  Exhibit 2(c), File No. 2-27612; Exhibit 2(c), File No.
                  2-29001; Exhibit 2(c), File No. 2-30542; Exhibit 2(c),
                  File No. 2-33038; Exhibit 2(c), File No. 2-37679; Exhibit
                  2(c), File No. 2-39006; Exhibit 2(c), File No. 2-41312;
                  Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File
                  No. 2-46502; Exhibit 2(c), File No. 2-48679; Exhibit
                  2(c), File No. 2-49726; Exhibit 2(c), File No. 2-50712;
                  Exhibit 2(c), File No. 2-52826; Exhibit 2(c), File No.
                  2-53272; Exhibit 2(c), File No. 2-54242; Exhibit 2(c),
                  File No. 2-56228; Exhibits 2(c) and 2(d), File
                  No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701;
                  Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No.
                  2-67239; Exhibit 4(c), File No. 2-69716; Exhibit 4(c),
                  File No. 2-70767; Exhibit 4(b), File No. 2-71542;
                  Exhibit 4(b), File No. 2-73799; Exhibits 4(c), 4(d) and
                  4(e), File No. 2-75762; Exhibit 4(c), File No. 2-77629;
                  Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to
                  Post-Effective Amendment No. 5 to Form S-8, File
                  No. 33-18669; Exhibit 99(a) to Post-Effective
                  Amendment No. 1 to Form S-3, File No. 33-46076;
                  Exhibit 4(b) to Form 10-K for the year ended
                  December 31, 1993, File No. 1-3545; and Exhibit 4(i)
                  to Form 10-Q for the quarter ended June 30, 1994, File
                  No. 1-3545)

           4(b)   Ninety-sixth Supplemental Indenture dated as of
                  June 1, 1995 between FPL and Bankers Trust
                  Company, Trustee

          12      Computation of Ratios

          27      Financial Data Schedule

* Incorporated herein by reference

(b) Reports on Form 8-K - None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FLORIDA POWER & LIGHT COMPANY
(Registrant)

MICHAEL W. YACKIRA

Michael W. Yackira
Senior Vice President, Finance
and Chief Financial Officer

(Principal Financial Officer)

Date: August 10, 1995

EXHIBIT 4(b)

This Instrument was prepared by:
Michael W. Yackira of

Florida Power & Light Company 700 Universe Boulevard, Juno Beach, Florida 33408

FLORIDA POWER & LIGHT COMPANY

BANKERS TRUST COMPANY

As Trustee under Florida Power & Light Company's Mortgage and Deed of Trust, Dated as of January 1, 1944.

Ninety-sixth Supplemental Indenture

Relating to the Purchase of Additional Interests in Property in Georgia

Dated as of June 1, 1995

There is no additional indebtedness being incurred in connection with the recording of this Supplemental Indenture. Under Sections 201.08(4) and 199.133(1), Florida Statutes, respectively, no Documentary Stamp Tax or Intangible Personal Property Tax is payable.

NINETY-SIXTH SUPPLEMENTAL INDENTURE

INDENTURE, dated as of the 1st day of June, 1995, made and entered into by and between Florida Power & Light Company, a corporation of the State of Florida, whose post office address is 700 Universe Boulevard, Juno Beach, Florida 33408 (hereinafter sometimes called FPL), and Bankers Trust Company, a corporation of the State of New York, whose post office address is Four Albany Street, New York, New York 10006 (hereinafter sometimes called the Trustee), as the ninety-sixth supplemental indenture (hereinafter called the Ninety-sixth Supplemental Indenture) to the Mortgage and Deed of Trust, dated as of January 1, 1944 (hereinafter called the Mortgage), made and entered into by FPL, the Trustee and The Florida National Bank of Jacksonville, as Co-Trustee (now resigned), the Trustee now acting as sole trustee under the Mortgage, which Mortgage was executed and delivered by FPL to secure the payment of bonds issued or to be issued under and in accordance with the provisions thereof, reference to which Mortgage is hereby made, this Ninety-sixth Supplemental Indenture being supplemental thereto; and

Whereas, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon FPL by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and FPL may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or FPL may cure any ambiguity contained therein, or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said first series, by an instrument in writing executed and acknowledged by FPL in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the Lien of the Mortgage shall be situated; and

Whereas, FPL has acquired certain additional interests in real and personal property within, associated with or otherwise related to Plant Robert W. Scherer in Monroe County, Georgia as hereinafter more particularly described; and

Whereas, the execution and delivery by FPL of this Ninety-sixth Supplemental Indenture has been duly authorized by the Board of Directors of FPL by appropriate resolutions of said Board of Directors;

Now, Therefore, This Indenture Witnesseth: That FPL, in consideration of the premises and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect, and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modification made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto Bankers Trust Company, as Trustee under the Mortgage, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever, all of the properties described in Schedule "I" attached hereto and hereby made a part hereof; all property, real, personal and mixed, acquired by FPL after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned (except any properties heretofore released pursuant to any provisions of the Mortgage and in the process of being sold or disposed of by FPL) or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by FPL and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplemented, expressly excepted) all the right, title and interest of FPL in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

Together With all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, products and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which FPL now has or may hereinafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

It Is Hereby Agreed by FPL that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by FPL after the date hereof (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted) shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Mortgage, as if such property, rights and franchises were now owned by FPL and were specifically described herein and conveyed hereby.

Provided that the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed hereunder and are hereby expressly excepted from the Lien and operation of this Ninety-sixth Supplemental Indenture and from the Lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business and fuel (including Nuclear Fuel unless expressly subjected to the Lien and operation of the Mortgage by FPL in a future Supplemental Indenture), oil and similar materials and supplies consumable in the operation of any properties of FPL; rolling stock, buses, motor coaches, automobiles and other vehicles; (3) bills, notes and accounts receivable, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Mortgage;
(5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by FPL for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) FPL's franchise to be a corporation; and (7) the properties already sold or in the process of being sold by FPL and heretofore released from the Mortgage and Deed of Trust, dated as of January 1, 1926, from Florida Power & Light Company to Bankers Trust Company and The Florida National Bank of Jacksonville, trustees, and specifically described in three separate releases executed by Bankers Trust Company and The Florida National Bank of Jacksonville, dated July 28, 1943, October 6, 1943 and December 11, 1943, which releases have heretofore been delivered by the said trustees to FPL and recorded by FPL among the Public Records of all Counties in which such properties are located; provided, however, that the property and rights expressly excepted from the Lien and operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that the Trustee or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

To Have And To Hold all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by FPL as aforesaid, or intended so to be, unto Bankers Trust Company, the Trustee, and its successors and assigns forever.

In Trust Nevertheless, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Ninety- sixth Supplemental Indenture being supplemental thereto.

And It Is Hereby Covenanted by FPL that all terms, conditions, provisos, covenants and provisions contained in the Mortgage shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of FPL and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its successors as Trustee of said property in the same manner and with the same effect as if said property had been owned by FPL at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustee, by the Mortgage as a part of the property therein stated to be conveyed.

FPL further covenants and agrees to and with the Trustee and its successors in said trust under the Mortgage, as follows:

ARTICLE I

Miscellaneous Provisions

Section 1. Subject to the amendments provided for in this Ninety-sixth Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Ninety-sixth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented.

Section 2. The Trustee hereby accepts the trust herein declared, provided, created or supplemented and agrees to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore supplemented, set forth and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Ninety-sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by FPL solely. In general, each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Ninety-sixth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Ninety-sixth Supplemental Indenture.

Section 3. Whenever in this Ninety- sixth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Ninety-sixth Supplemental Indenture contained by or on behalf of FPL, or by or on behalf of the Trustee, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.

Section 4. Nothing in this Ninety- sixth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Ninety-sixth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Ninety-sixth Supplemental Indenture contained by or on behalf of FPL shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Mortgage.

Section 5. The Mortgage, as heretofore supplemented and amended and as supplemented hereby, is intended by the parties hereto, as to properties now or hereafter encumbered thereby and located within the State of Georgia, to operate and is to be construed as granting a lien only on such properties and not as a deed passing title thereto.

Section 6. This Ninety-sixth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

In Witness Whereof, FPL has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf and Bankers Trust Company has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Vice Presidents or one of its Assistant Secretaries, all as of the day and year first above written.

Florida Power & Light Company

By        MICHAEL W. YACKIRA
          Michael W. Yackira
    Senior Vice President, Finance
      and Chief Financial Officer
        700 Universe Boulevard
         Juno Beach, FL 33408

Attest:

P. R. SUTHERLAND

P. R. Sutherland
Assistant Treasurer and
Assistant Secretary
700 Universe Boulevard
Juno Beach, FL 33408

Executed, sealed and delivered
by
Florida Power & Light Company
in the presence of:

MICHELE T. CANINO
Michele T. Canino

HAROLD J. MCCARTHY
Harold J. McCarthy

Bankers Trust Company,
As Trustee

By               ROBERT CAPORALE
                 Robert Caporale
                 Vice President
           4 Albany Street - 4th Floor
               New York, NY 10006

Attest:

SCOTT THIEL

Scott Thiel
Assistant Treasurer
4 Albany Street - 4th Floor
New York, NY 10006

Executed, sealed and delivered
by
Bankers Trust Company
in the presence of:

MICHAEL WATERS
Michael Waters

KERRI O'BRIEN
Kerri O'Brien

State of Florida
County of Palm Beach ss.:

On the 1st day of June, in the year 1995, before me personally came Michael W. Yackira, to me known, who, being by me duly sworn, did depose and say that he resides at 102 Sandbourne Lane, Palm Beach Gardens, Florida 33418; that he is the Senior Vice President, Finance and Chief Financial Officer of Florida Power & Light Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

I Hereby Certify, that on this 1st day of June, 1995, before me personally appeared Michael W. Yackira and P. R. Sutherland, respectively, the Senior Vice President, Finance and Chief Financial Officer and an Assistant Treasurer and Assistant Secretary of Florida Power & Light Company, a corporation under the laws of the State of Florida, to me known to be the persons described in and who executed the foregoing instrument and severally acknowledged the execution thereof to be their free act and deed as such officers, for the uses and purposes therein mentioned; and that they affixed thereto the official seal of said corporation, and that said instrument is the act and deed of said corporation.

Michael W. Yackira and P. R. Sutherland produced Florida Driver's License No. Y260-559-51-294 and Florida Driver's License No. S364-696-47-166-0 as identification, respectively.

Witness my signature and official seal at Juno Beach, in the County of Palm Beach, and State of Florida, the day and year last aforesaid.

BRENDA F. SMITH

Brenda F. Smith
Notary Public, State of Florida
Commission No. CC 198030
My Commission Expires May 3, 1996

State of New York
County of New York ss.:

On the 1st day of June, in the year 1995, before me personally came Robert Caporale, to me known, who, being by me duly sworn, did depose and say that he resides at 35 Meadowbrook Lane, Mt. Kisco, New York; that he is a Vice President of Bankers Trust Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

I Hereby Certify, that on this 1st day of June, 1995, before me personally appeared Robert Caporale and Scott Thiel, respectively, a Vice President and an Assistant Treasurer of Bankers Trust Company, a corporation under the laws of the state of New York, to me known to be the persons described in and who executed the foregoing instrument and severally acknowledged the execution thereof to be their free act and deed as such officers, for the uses and purposes therein mentioned; and that they affixed thereto the official seal of said corporation, and that said instrument is the act and deed of said corporation.

Robert Caporale and Scott Thiel produced New York Driver's License No. C 01579 27892 342291 62 and New Jersey Driver's License No. T 3441 69466 03654 as identification, respectively.

Witness my signature and official seal at New York City, in the County of New York, and State of New York, the day and year last aforesaid.

SHARON V. ALSTON

Sharon V. Alston
Notary Public, State of New York
Commission No. 31-4966275
Qualified in New York County
My Commission Expires
May 7, 1996

SCHEDULE "I"

TO NINETY-SIXTH SUPPLEMENTAL INDENTURE

(a) A ten and sixty-four one hundredths percent (10.64%) undivided interest as a tenant in common with the owners of the remaining undivided interests in and to: (i) those certain tracts of land described in Exhibit "A" attached hereto and incorporated herein by this reference (said tracts of land as described in Exhibit "A" being hereinafter referred to as the "Unit 4 Tracts"); (ii) all appurtenances thereto and all buildings, other structures and improvements situated on the Unit 4 Tracts, excepting any such appurtenances, buildings, structures, or improvements constituting Plant Scherer Common Facilities (as such term is defined in that certain Plant Robert W. Scherer Unit Number Four Amended and Restated Purchase and Ownership Participation Agreement among Georgia Power Company ("Georgia Power"), FPL and Jacksonville Electric Authority, dated as of December 31, 1990 and amended as of June 15, 1994 (hereinafter referred to as the "Agreement"); (iii) all appurtenant easements, rights of way, permits, privileges, machinery, equipment, appliances and all other property, tangible or intangible, real, personal or mixed, now located on, within, or appurtenant to the Unit 4 Tracts, less and except, however, (A) any property of whatever nature or kind whatsoever which constitutes a part or portion of Plant Scherer Common Facilities; and (B) any personal property of any kind whatsoever of Georgia Power's contractors and subcontractors, including without limitation, all equipment, machinery, building supplies or materials, being utilized in the construction of improvements thereon; and (iv) all that property of whatever nature or kind whatsoever comprising a part or portion of Scherer Unit No. 4 (as such term is defined in the Agreement), together with any contractual rights to acquire any property intended to become a part of said Scherer Unit No. 4 pursuant to the Agreement (said ten and sixty-four one hundredths percent (10.64%) undivided interest in and to the real and personal property, whether tangible or intangible, described in this paragraph (a) being hereinafter collectively sometimes referred to as the "Unit 4 Property"); and

(b) A five and thirty-two one hundredths percent (5.32%) undivided interest as a tenant in common with the owners of the remaining undivided interests in and to: (i) those certain tracts of land described in Exhibit "B" attached hereto and incorporated herein by this reference, less and except therefrom the tracts of land being described in Exhibit "C" attached hereto and incorporated herein by this reference (said tracts of land as described in Exhibit "B", less and except the tracts of land described in "Exhibit "C", being hereinafter referred to as the "Additional Unit Common Facilities Tracts"); (ii) all appurtenances thereto and all buildings, other structures and improvements, if any, situated on the Additional Unit Common Facilities Tracts; (iii) all appurtenant easements, rights of way, permits, privileges, machinery, equipment, appliances and all other property, tangible or intangible, real, personal or mixed, now located on, within, or appurtenant to the Additional Unit Common Facilities Tracts, less and except, however, any personal property of any kind whatsoever of Georgia Power's contractors and subcontractors, including, without limitation, all equipment, machinery, building supplies and materials, being utilized in the construction of improvements thereon; and (iv) all that property of whatever nature or kind whatsoever comprising a part or portion of the Additional Unit Common Facilities (as such term is defined in the Agreement), together with any contractual rights to acquire any property intended to become a part of said Additional Unit Common Facilities pursuant to the Agreement (said five and thirty-two one hundredths percent (5.32%) undivided interest in and to the real and personal property, whether tangible or intangible, described in this paragraph (b) being hereinafter collectively sometimes referred to as the "Additional Unit Common Facilities"); and

(c) A two and sixty-six one hundredths percent (2.66%) undivided interest as a tenant in common with the owners of the remaining undivided interests in and to: (i) those certain tracts of land described in Exhibit "D" attached hereto and incorporated herein by this reference (said tracts of land described in Exhibit "D" being hereinafter referred to as the "Common Area Tracts"); (ii) all appurtenances thereto and all buildings, other structures and improvements, if any, situated on the Common Area Tracts; (iii) all appurtenant easements, rights of way, permits, privileges, machinery, equipment, appliances and all other property, tangible or intangible, real, personal or mixed, now located on, within, or appurtenant to the Common Area Tracts, less and except, however, any personal property of any kind whatsoever of Georgia Power's contractors and subcontractors, including, without limitation, all equipment, machinery, building supplies and materials, being utilized in the construction of improvements thereon; and (iv) all that property of whatever nature or kind whatsoever comprising a part or a portion of Plant Scherer Common Facilities (as such term is defined in the Agreement) (said two and sixty-six one hundredths percent (2.66%) undivided interest in and to the real and personal property, whether tangible or intangible, described in this paragraph (c) being hereinafter collectively sometimes referred to as the "Common Area Property"), and with the Unit 4 Property, and the Additional Unit Common Facilities being herein sometimes collectively referred to as the "Property"); and

(d) A ten and sixty-four one hundredths percent (10.64%) undivided interest as a tenant in common with the owners of the remaining undivided interests in and to that certain Scherer Unit No. 4 (as such term is defined in the Agreement) generator step-up substation, including, without limitation, the equipment described in Exhibit "H" attached hereto and incorporated herein by this reference; and

(e) A ten and sixty-four one hundredths percent (10.64%) undivided interest as a tenant in common with the owners of the remaining undivided interests in and to all Plant Scherer (as such term is defined in the Agreement) high voltage switchyard facilities intended to be used by or in connection with Scherer Unit No. 4, including, without limitation, the facilities described in Exhibit "I" attached hereto and incorporated herein by this reference (said property described in Exhibit "I" being hereinafter referred to as the "Discrete Scherer Unit No. 4 Switchyard Facilities"); provided, however, that the Discrete Scherer Unit No. 4 Switchyard Facilities shall not include any switchyard facilities which are intended to be used by or in connection with Scherer Unit No. 1, Scherer Unit No. 2, Scherer Unit No. 3 (as such terms are defined in the Agreement), and the Plant Scherer Common Facilities, the Additional Unit Common Facilities, or the Plant Scherer Coal Stockpile (as such term is defined in the Agreement), regardless of whether such facilities are also used in connection with Scherer Unit No. 4; and

(f) A two and sixty-six one hundredths percent (2.66%) undivided interest as a tenant in common with the owners of the remaining undivided interests and the other Additional Unit Participants (as such term is defined in the Agreement) in and to all Plant Scherer high voltage switchyard facilities intended to be used in common by or in connection with one or both of Scherer Unit No. 1 and Scherer Unit No. 2, and one or both of Scherer Unit No. 3 and Scherer Unit No. 4, including, without limitation, the facilities described in Exhibit "J" attached hereto and incorporated herein by this reference; and

(g) TOGETHER WITH easements created in favor of FPL under and pursuant to Section 1(e) of that certain General Warranty Deed and Bill of Sale made by Georgia Power Company to FPL, dated June 1, 1995, recorded prior to the recording hereof in the Monroe County, Georgia records (the "General Warranty Deed"), which easements provide as follows: a perpetual non-exclusive easement in, upon, over, under, through and across all that tract of land being described in Exhibit "E" attached hereto and incorporated herein by this reference (said tract of land as described in Exhibit "E" being hereinafter referred to as the "Unit 3 Property"), which easement shall be appurtenant to the Unit 4 Property and shall be for the benefit of FPL, its successors, assigns, licensees and permittees and which easement shall be for the purpose of installing, constructing, attaching, using, operating, maintaining, repairing, and reconstructing such pipes, wires, conduits, machinery, buildings, structures, equipment, appliances or other installations as are reasonably necessary or reasonably appropriate from time to time in the operation of the one (1) coal-fired electrical generating unit located on the Unit 4 Property or which is designed for the benefit of or is designed to be used in connection with the Unit 4 Property, including, without limitation, any portion or portions of the one
(1) coal-fired electrical generating unit located on the Unit 4 Property which may encroach upon, within or over the Unit 3 Property, all together with a perpetual, non-exclusive easement for ingress and egress to and from and over and across the Unit 3 Property for the use of the aforesaid easements; and

(h) TOGETHER WITH easements created in favor of FPL under and pursuant to Section 1(f) of the General Warranty Deed, which easements provide as follows: a perpetual non-exclusive easement in, upon, over, under, through and across all that tract of land being described in Exhibit "F" attached hereto and incorporated herein by this reference, less and except therefrom, however, the tracts of land described in Exhibit "G" attached hereto and incorporated herein by this reference (said tract of land as described in Exhibit "F", less and except the tracts of land described in Exhibit "G", being hereinafter referred to as the "Unit 1 & 2 Property"), which easement shall be appurtenant to the Unit 4 Property and shall be for the benefit of FPL, its successors, assigns, licensees and permittees and which easement shall be for the purpose of installing, constructing, attaching, using, operating, maintaining, repairing, and reconstructing such pipes, wires, conduits, machinery, buildings, structures, equipment, appliances or other installations as are reasonably necessary or reasonably appropriate from time to time in the operation of the one (1) coal-fired electrical generating unit located on the Unit 4 Property or which is designed for the benefit of or is designed to be used in connection with the Unit 4 Property, including, without limitation, any portion or portions of the one (1) coal-fired electrical generating unit located on the Unit 4 Property which may encroach upon, within or over the Unit 1 & 2 Property, all together with a perpetual, non-exclusive easement for ingress and egress to and from and over and across the Unit 1 & 2 Property for the use of the aforesaid easements;

THE FOREGOING BEING less and except and subject to: (a) all matters excepted to or reserved by Georgia Power therein in (i) the General Warranty Deed, and (ii) in that certain Bill of Sale for Substation Facilities made by Georgia Power Company to Florida Power & Light Company, dated June 1, 1995; (b) all matters excepted to or reserved by Luther F. Weaver and Flora W. Weaver in that certain Corrective Warranty Deed made by Luther F. Weaver and Flora W. Weaver to Florida Power & Light Company, et al., dated effective as of August 7, 1992, recorded prior to the recording hereof in the Monroe County, Georgia records; (c) all matters excepted to or reserved by Pat Patton in that certain Corrective Warranty Deed made by Pat Patton to Florida Power & Light Company, et al., dated effective as of August 7, 1992, recorded prior to the recording hereof in the Monroe County, Georgia records; (d) all matters excepted to or reserved by Harry Lee Burch, III and Jennifer Christine Burch in that certain Corrective Warranty Deed made by Harry Lee Burch, III and Jennifer Christine Burch to Florida Power & Light Company, et al., dated effective as of August 7, 1992, recorded prior to the recording hereof in the Monroe County, Georgia records; (e) all matters excepted to or reserved by Travis Brian Smith and Michele Franklin Smith in that certain Corrective Warranty Deed made by Travis Brian Smith and Michele Franklin Smith to Florida Power & Light Company, et al., dated effective as of August 7, 1992, recorded prior to the recording hereof in the Monroe County, Georgia records; and (f) all matters excepted to or reserved by Lawson C. Kelly in that certain Corrective Easement For Road (Ingress and Egress) Plant Scherer Waste Water Discharge made by Lawson C. Kelly to Florida Power & Light Company, et al., dated effective as of January 5, 1993, recorded prior to the recording hereof in the Monroe County, Georgia records.

EXHIBIT "A"

Unit 4 Tracts

Exhibit "A" consists of this page and the following two (2) pages entitled: Unit 4 Plant Scherer and Cooling Tower Unit 4, Plant Scherer.

EXHIBIT A
UNIT 4, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING at a point coincident with Coordinates N=39,980.00, E=19,128.00 and running thence in an easterly direction to a point which is coincident with Coordinates N=39,980.00, E=19,600.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,942.00, E=19,600.00; running thence in an easterly direction to a point which is coincident with Coordinates N=39,942.00, E=19,640.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,890.00, E=19,640.00; running thence in an easterly direction to a point which is coincident with Coordinates N=39,890.00, E=19,803.00; running thence in a southeasterly direction to a point which is coincident with Coordinates N=39,870.00, E=20,375.00; running thence in a southeasterly direction to a point which is coincident with Coordinates N=39,805.00, E=20,567.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,567.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,372.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,675.00, E=20,372.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,675.00, E=20,282.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,282.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,630.00, E=19,830.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,655.00, E=19,830.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,655.00, E=19,128.00; running thence in a northerly direction to the Point of Beginning.

The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc., bearing Drawing No. EIM 1008, to which Blueprint of Survey reference is hereby made for all purposes.

Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant; Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000.

EXHIBIT A

COOLING TOWER
UNIT 4, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being that tract of land lying within a perfect circle and having a radius of 200 feet, the center point of said perfect circle being coincident with Coordinates N=40,670.00, E=19,850.00.

The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, General Arrangement, Plant Site," dated February 12, 1976, last revised September 23, 1982, prepared for the Georgia Power Company by Southern Services, Inc. bearing Drawing No. EIM 1008, to which Blueprint of Survey references is hereby made for all purposes.

EXHIBIT "B"

Exhibit "B" consists of this page and the following two (2) pages entitled "Common Area Units 3, 4, Plant Scherer" and "Stack Units 3 and 4, Plant Scherer."

EXHIBIT B

UNIT 3, 4, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=39,289.00, E=20,822.00 and running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,289.00, E=19,803.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,336.00, E=19,803.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,336.00, E=19,715.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,289.00, E=19,715.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,289.00, E=19,468.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,425.00, E=19,468.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,425.00, E=19,128.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=19,128.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,668.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,509.00, E=18,668.00; running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=-40,786.00, E=18,836.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,986.00, E=18,840.00; running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=41,063.00, E=20,573.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,895.00, E=20,567.00; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,805.00, E=20,822.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=39,805.00, E=21,207.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,695.00, E=21,207.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,695.00, E=20,822.00; running thence in a southerly direction to the Point of Beginning.

EXHIBIT B

STACK
UNITS 3 AND 4, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING at a point coincident with Coordinates N=39,675.00, E=20,372.00 and running thence in a southerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,372.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,590.00, E=20,372.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,590.00, E=20,282.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,282.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,675.00, E=20,282.00; running thence in an easterly direction to the Point of Beginning.

EXHIBIT "C"

Exhibit "C" consists of this page and the following six (6) pages which are entitled: "Cooling Tower Unit 3, Plant Scherer," "Cooling Tower Unit 4, Plant Scherer," "Fire Protection Building Units 1, 2, 3, 4, Plant Scherer," "Lighter Oil Tank Units 1, 2, 3, 4, Plant Scherer," "Unit 3, Plant Scherer" and "Unit 4, Plant Scherer."

EXHIBIT C

COOLING TOWER
UNIT 3, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth District of Monroe County, Georgia, and being that tract of land lying in a perfect circle and having a radius of 200 feet, the center point of said perfect circle being coincident with Coordinates N=40,495.00, E=18,900.00.

EXHIBIT C

COOLING TOWER
UNIT 4, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth District of Monroe County, Georgia, and being that tract of land lying within a perfect circle and having a radius of 200 feet, the center point of said perfect circle being coincident with Coordinates N=40,670.00, E=19,850.00.

EXHIBIT C

FIRE PROTECTION BUILDING
UNITS 1, 2, 3, 4, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING at a point coincident with Coordinates N=40,075.00, E=20,200.00 and running thence in a southerly direction to a point which is coincident with Coordinates N=39,951.10, E=20,200.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,951.10, E=19,860.00; running thence in a northerly direction to a point which is coincident with Coordinates N=40,075.00, E=19,860.00; running thence in an easterly direction to the Point of Beginning.

EXHIBIT C

LIGHTER OIL TANK
UNITS 1, 2, 3, 4, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING at a point coincident with Coordinates N=40,629.70, E=20,524.70 and running thence in a southerly direction to a point which is coincident with Coordinates N=40,490.00, E=20,524.70; running thence in a westerly direction to a point which is coincident with Coordinates N=40,490.00, E=20,385.00; running thence in a northerly direction to a point which is coincident with Coordinates N=40,629.70, E=20,385.00; running thence in an easterly direction to the Point of Beginning.

EXHIBIT C

UNIT 3, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING at a point coincident with Coordinates N=39,655.00, E=19,128.00 and running thence in an easterly direction to a point which is coincident with Coordinates N=39,655.00, E=19,830.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,630.00, E=19,830.00; running thence in an easterly direction to a point which is coincident with Coordinates N=39,630.00, E=20,282.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,590.00, E=20,282.00; running thence in a easterly direction to a point which is coincident with Coordinates N=39,590.00, E=20,372.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,372.00; running thence in an easterly direction to a point which is coincident with Coordinates N=39,630.00, E=20,567.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,289.00, E=20,567.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,289.00, E=19,803.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,336.00, E=19,803.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,336.00, E=19,715.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,289.00, E=19,715.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,289.00, E=19,468.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,425.00, E=19,468.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,425.00, E=19,128.00; running thence in a northerly direction to the Point of Beginning.

EXHIBIT "C"

UNIT 4, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

EXHIBIT "D"

Plant Scherer Common Facilities,

a/k/a Common Area Tracts

ALL that tract or parcel of land situated, lying and being in the Fifth Land District, Monroe County, Georgia and being more particularly described as follows:

BEGINNING AT A POINT located on the southwesterly right-of-way line of U.S. Highway No. 23 (as located on April 27, 1978), which point is coincident with Coordinates X=615,648.47, Y=1,121,930.40; running thence along the southwesterly right-of-way line of U.S. Highway No. 23 and following the curvature thereof the following courses and distances: South 44 degrees 46'30" East a distance of 151.68 feet to a point; South 32 degrees 59' East a distance of 360.37 feet to a point; South 33 degrees 19' East a distance of 296.67 feet to a point; South 30 degrees 18'30" East a distance of 168.81 feet to a point; South 28 degrees 22' East a distance of 300.02 feet to a point; South 27 degrees 02' East a distance of 299.11 feet to a point; South 26 degrees 34'30" East a distance of 1,011.79 feet to a point; South 26 degrees 22' East a distance of 204.18 feet to a point; South 26 degrees 43'30" East a distance of 662.78 feet to a point; South 26 degrees 32'30" East a distance of 44.91 feet to a point; South 26 degrees 32'30" East a distance of 302.28 feet to a point on the southwesterly right-of-way line of U.S. Highway No. 23, which point is coincident with Coordinates X=617,474.67, Y=1,118,605.98; thence leaving said right-of-way line and running South 70 degrees 30' West a distance of 234.68 feet to a point; running thence South 67 degrees 19' West a distance of 623.80 feet to a point; running thence South 60 degrees 24' West a distance of 48.48 feet to a point; running thence South 26 degrees 02' West a distance of 55.66 feet to a point; running thence South 22 degrees 05' West a distance of 1,230.27 feet to a point; running thence South 22 degrees 59' West a distance of 549.06 feet to a point, which point is coincident with Coordinates X=615,934.48, Y=1,116,567.60; running thence South 80 degrees 50'30" East a distance of 220.15 feet to a point; running thence South 22 degrees 07'30" East a distance of 639.44 feet to a point; running thence South 87 degrees 44'30" West a distance of 111.39 feet to a point, which point is coincident with Coordinates X=616,281.38, Y=1,115,935.82; running thence due South a distance of 2,643.04 feet to a point; running thence South 02 degrees 42' East a distance of 349.58 feet to a point, which point is coincident with Coordinates X=616,297.87, Y=1,112,943.59; running thence South 88 degrees 26' East a distance of 277.16 feet to a point; running thence North 85 degrees 04' East a distance of 104.70 feet to a point; running thence North 89 degrees 55'30" East a distance of 1,999.04 feet to a point, which point is coincident with Coordinates X=618,678.27, Y=1,112,947.75; running thence South 01 degrees 24' East a distance of 736.66 feet to a point; running thence North 86 degrees 13'30" East a distance of 700.00 feet to a point; running thence South 01 degrees 40'30" East a distance of 700.00 feet to a point; which point is coincident with Coordinates X=619,415.22, Y=1,111,557.68; running thence South 89 degrees 09'30" East a distance of 411.28 feet to a point; running thence North 89 degrees 36'30" East a distance of 378.91 feet to a point; running thence South 86 degrees 19' East a distance of 873.62 feet to a point; running thence North 87 degrees 59'30" East a distance of 879.46 feet to a point, which point is coincident with Coordinates X=621,956.10, Y=1,111,528.84; running thence South 44 degrees 40' East a distance of 707.32 feet to a point; running thence North 55 degrees 42' East a distance of 245.33 feet to a point; running thence North 55 degrees 42' East a distance of 85.38 feet to a point located on the southwesterly right-of-way line of U.S. Highway No. 23, which point is coincident with Coordinates X=622,726.52, Y=1,111,212.14; running thence along the southwesterly right-of-way line of U.S. Highway No. 23 and following the curvature thereof the following courses and distances: South 33 degrees 18'30" East a distance of 2,764.45 feet to a point; South 33 degrees 17' East a distance of 1,236.96 feet to a point; South 32 degrees 38' East a distance of 267.14 feet to a point; South 30 degrees 58'30" East a distance of 302.73 feet to a point; South 29 degrees 53'30" East a distance of 200.00 feet to a point; South 28 degrees 36" East a distance of 197.37 feet to a point: South 27 degrees 06' East a distance of 1,139.54 feet to a point; South 30 degrees 35' East a distance of 145.38 feet to a point; South 33 degrees 48'30" East a distance of 147.63 feet to a point; South 36 degrees 24' East a distance of 148.34 feet to a point; South 39 degrees 08' East a distance of 153.72 feet to a point; South 41 degrees 43' East a distance of 740.27 feet to a point located on the southwesterly right-of-way line of U.S. Highway No. 23, which point is coincident with Coordinates X=626,770.28, Y=1,104,983.07; running thence North 43 degrees 00' East a distance of 1,280.88 feet to a point; running thence North 53 degrees 00' East a distance of 1,713.88 feet to a point; running thence North 43 degrees 00' East a distance of 401.64 feet to a point; running thence North 58 degrees 00' East a distance of 615.24 feet to a point; running thence North 23 degrees 00' East a distance of 676.11 feet to a point; running thence North 86 degrees 13'30" West a distance of 1,200.30 feet to a point, which point is coincident with Coordinates X=628,874.72, Y=1,108,272.41; running thence North 03 degrees 46'30" East a distance of 1,000.00 feet to a point, which point is coincident with Coordinates X=628,940.54, Y=1,109,270.25; running thence South 86 degrees 13'30" East a distance of 1,168.23 feet to a point; running thence South 86 degrees 13'30" East a distance of 192.75 feet to a point; running thence South 86 degrees 13'30" East a distance of 777.21 feet to a point; running thence South 86 degrees 13'30" East 375.79 feet, more or less, to the East bank of the Ocmulgee River; running thence along the East bank of the Ocmulgee River in a generally southerly direction 1,033.36 feet, more or less, to a point on said East bank of the Ocmulgee River where a line bearing North 86 degrees 13'30" West from a point (hereinafter called "Point A") which is coincident with Coordinates X=631,412.72, Y=1,108,105.00 intersects said East bank; running thence to a point which is located North 86 degrees 13'30" West a distance of 421.96 feet from Point A; running thence North 86 degrees 13'30" West a distance of 471.00 feet to a point; running thence North 86 degrees 13'30" West a distance of 150.56 feet to a point; running thence North 86 degrees 13'30" West a distance of 77.30 feet to a point; running thence South 23 degrees 00' West a distance of 815.56 feet to a point; running thence South 58 degrees 00' West a distance of 653.80 feet to a point; running thence South 43 degrees 00' West a distance of 392.36 feet to a point; running thence South 53 degrees 00' West a distance of 1,713.88 feet to a point; running thence South 43 degrees 00' West a distance of 1,281.90 feet to a point, which point is coincident with Coordinates X=626,910.62, Y=1,104,825.66; running thence South 41 degrees 43' East a distance of 1,940.88 feet to a point; running thence South 38 degrees 37'30" East a distance of 238.72 feet to a point; running thence South 32 degrees 01'30" East a distance of 200.90 feet to a point; running thence South 25 degrees 24' East a distance of 194.48 feet to a point; running thence South 18 degrees 58' East a distance of 233.04 feet to a point; running thence South 12 degrees 48' East a distance of 194.87 feet to a point; running thence South 10 degrees 15' East a distance of 1,171.32 feet to a point; running thence South 09 degrees 44' East a distance of 199.47 feet to a point, which point is coincident with Coordinates X=628,902.19, Y=1,101,084.78; running thence North 89 degrees 22'30" West a distance of 776.58 feet to a point; running thence South 02 degrees 07' West a distance of 1,166.65 feet to a point; running thence South 62 degrees 16' East a distance of 88.63 feet to a point; running thence North 72 degrees 33'30" East a distance of 114.08 feet to a point; running thence South 44 degrees 08' East a distance of 106.18 feet to a point, which point is coincident with Coordinates X=628,343.76, Y=1,099,844.12; running thence South 68 degrees 09'30" West a distance of 578.25 feet to a point; running thence South 64"30'30" West a distance of 159.57 feet to a point; running thence South 54 degrees 01' West a distance of 171.76 feet to a point; running thence South 44 degrees 50'30" West a distance of 200.09 feet to a point; running thence South 42 degrees 59' West a distance of 200.00 feet to a point; running thence South 42 degrees 33' West a distance of 200.01 feet to a point; running thence South 42 degrees 36' West a distance of 217.90 feet to a point; running thence South 45 degrees 52' West a distance of 166.85 feet to a point; running thence South 56 degrees 26' West a distance of 166.72 feet to a point; running thence South 73 degrees 46' West a distance of 189.39 feet to a point; running thence South 88 degrees 02' West a distance of 166.93 feet to a point; running thence North 77 degrees 02' West a distance of 202.74 feet to a point; running thence North 66 degrees 44'30" West a distance of 1,288.34 feet to a point; running thence North 64 degrees 33' West a distance of 253.46 feet to a point; running thence North 61 degrees 32'30" West a distance of 257.80 feet to a point; running thence North 59 degrees 42' West a distance of 248.94 feet to a point; running thence North 56 degrees 42'30" West a distance of 247.23 feet to a point; running thence North 53 degrees 10'30" West a distance of 198.47 feet to a point; running thence North 49 degrees 00' West a distance of 207.90 feet to a point, which point is coincident with Coordinates X=623,782.34, Y=1,099,899.16; running thence North 04 degrees 29'30" West a distance of 947.21 feet to a point, which point is coincident with Coordinates X=623,708.19, Y=1,100,843.46; running thence North 89 degrees 34'30" West a distance of 764.88 feet to a point; running thence South 07 degrees 56' West a distance of 464.40 feet to a point; running thence South 55 degrees 12'30" West a distance of 76.84 feet to a point; running thence North 89 degrees 37'30" East a distance of 132.09 feet to a point; running thence North 89 degrees 37'30" East a distance of 81.51 feet to a point; running thence South 57 degrees 26'30" East a distance of 139.70 feet to a point, which point is coincident with Coordinates X=623,147.49, Y=1,100,271.52; running thence North 88 degrees 37' West a distance of 207.87 feet to a point; running thence South 79 degrees 39' West a distance of 148.67 feet to a point; running thence South 73 degrees 35'30" West a distance of 207.45 feet to a point; running thence South 79 degrees 24'30" West a distance of 237.20 feet to a point; running thence South 85 degrees 22'30" West a distance of 194.55 feet to a point; running thence South 89 degrees 33' West a distance of 206.13 feet to a point; running thence North 86 degrees 33' West a distance of 200.00 feet to a point; running thence North 85 degrees 58'30" West a distance of 800.04 feet to a point; running thence North 84 degrees 27' West a distance of 189.52 feet to a point; running thence North 70 degrees 45'30" West a distance of 191.82 feet to a point; running thence North 57 degrees 14'30" West a distance of 192.64 feet to a point; running thence North 53 degrees 32' West a distance of 63.12 feet to a point; running thence North 46 degrees 56' West a distance of 200.11 feet to a point; running thence North 47 degrees 52' West a distance of 205.51 feet to a point; running thence North 55 degrees 10'30" West a distance of 104.52 feet to a point; running thence North 63 degrees 54' West a distance of 200.42 feet to a point; running thence North 64 degrees 04'30" West a distance of 220.63 feet to a point; running thence North 51 degrees 47' West a distance of 190.94 feet to a point; running thence North 42 degrees 38'30" West a distance of 422.11 feet to a point; running thence North 54 degrees 17' West a distance of 197.12 feet to a point; running thence North 75 degrees 57'30" West a distance of 209.78 feet to a point; running thence North 87 degrees 18' West a distance of 286.70 feet to a point; running thence South 88 degrees 22' West a distance of 278.86 feet to a point; running thence South 82 degrees 51' West a distance of 215.01 feet to a point; running thence South 75 degrees 06'30" West a distance of 203.48 feet to a point; running thence South 72 degrees 48'30" West a distance of 191.52 feet to a point; running thence South 86 degrees 25' West a distance of 92.36 feet to a point; running thence North 81 degrees 48' West a distance of 118.09 feet to a point; running thence North 67 degrees 43'30" West a distance of 89.83 feet to a point; running thence North 61 degrees 25'30" West a distance of 100.18 feet to a point; running thence North 65 degrees 07'30" West a distance of 231.37 feet to a point; running thence North 69 degrees 24'30" West a distance of 203.38 feet to a point; running thence North 71 degrees 58'30" West a distance of 400.00 feet to a point; running thence North 73 degrees 02' West a distance of 334.13 feet to a point, which point is coincident with Coordinates X=616,180.24 and Y=1,101,888.39; running thence North 72 degrees 39'30" West a distance of 300.76 feet to a point; running thence North 73 degrees 08' West a distance of 200.00 feet to a point; running thence North 74 degrees 30" West a distance of 273.23 feet to a point; running thence North 77 degrees 46'30" West a distance of 156.30 feet to a point; running thence North 85 degrees 47' West a distance of 161.47 feet to a point; running thence South 85 degrees 34' West a distance of 187.94 feet to a point; running thence South 78 degrees 05'30" West a distance of 187.65 feet to a point; running thence South 69 degrees 18'30" West a distance of 107.00 feet to a point; running thence South 66 degrees 48' West a distance of 700.00 feet to a point; running thence South 66 degrees 42'30" West a distance of 966.82 feet to a point; running thence South 72 degrees 54' West a distance of 197.43 feet to a point; running thence South 78 degrees 18'30" West a distance of 100.50 feet to a point; running thence South 82 degrees 45'30" West a distance of 129.82 feet to a point; running thence North 89 degrees 50' West a distance of 169.44 feet to a point; running thence North 82 degrees 35' West a distance of 200.14 feet to a point; running thence North 79 degrees 26' West a distance of 200.03 feet to a point; running thence North 79 degrees 31' West a distance of 268.56 feet to a point; running thence North 79 degrees 47' West a distance of 181.20 feet to a point; running thence North 78 degrees 36'30" West a distance of 200.05 feet to a point; running thence North 80 degrees 02'30" West a distance of 223.16 feet to a point; running thence North 81 degrees 56'30" West a distance of 203.36 feet to a point, which point is coincident with Coordinates X=611,082.03, Y=1,101,560.81; running thence North 02 degrees 02'30" East a distance of 409.54 feet to a point; running thence North 87 degrees 59'30" West a distance of 200.20 feet to a point; running thence North 02 degrees 00'30" East, a distance of 160.00 feet to a point; running thence North 87 degrees 59'30" West a distance of 230.00 feet to a point; running thence North 18 degrees 28'30" East a distance of 230.00 feet to a point; running thence North 09 degrees 32'30" West a distance of 170.00 feet to a point; running thence North 04 degrees 06' West a distance of 11.55 feet to a point; running thence North 88 degrees 26' West a distance of 750.61 feet to a point, which point is coincident with Coordinates X=609,965.88, Y=1,102,562.96; running thence South 01 degrees 15'30" West a distance of 1,002.69 feet to a point; running thence South 89 degrees 28' West a distance of 340.75 feet to a point; running thence North 81 degrees 59'30" West a distance of 212.42 feet to a point; running thence North 75 degrees 17' West a distance of 207.55 feet to a point; running thence North 67 degrees 30'30" West a distance of 307.59 feet to a point; running thence North 64 degrees 45' West a distance of 310.10 feet to a point; running thence North 71 degrees 35'30" West a distance of 348.37 feet to a point; running thence North 77 degrees 21' West a distance of 304.91 feet to a point; running thence North 83 degrees 05'30" West a distance of 198.76 feet to a point; running thence North 83 degrees 48'30" West a distance of 334.79 feet to a point, which point is coincident with Coordinates X=607,469.13, Y=1,102,125.43; running thence North 00 degrees 13' East a distance of 662.73 feet to a point; running thence North 88 degrees 02' West a distance of 449.85 feet to a point, which point is coincident with Coordinates X=607,022.06, Y=1,102,804.60; running thence South 01 degrees 20'30" West a distance of 631.41 feet to a point; running thence North 84 degrees 13' West a distance of 306.38 feet to a point; running thence North 85 degrees 20'30" West a distance of 200.40 feet to a point; running thence North 84 degrees 58' West a distance of 247.36 feet to a point, which point is coincident with Coordinates X=606,256.33, Y=1,102,242.22; running thence North 15 degrees 31'30" East a distance of 289.93 feet to a point; running thence North 80 degrees 51'30" West a distance of 479.51 feet to a point; running thence North 00 degrees 52' East a distance of 1,859.88 feet to a point, which point is coincident with Coordinates X=605,885.53, Y=1,104,257.43; running thence North 86 degrees 40' West a distance of 1,456.79 feet to a point; running thence South 00 degrees 04' East a distance of 1,405.92 feet to a point; running thence South 01 degrees 37' West a distance of 191.35 feet to a point, which point is coincident with Coordinates X=604,427.42, Y=1,102,744.85; running thence North 89 degrees 47' West a distance of 180.23 feet to a point; running thence North 89 degrees 47' West a distance of 2,625.72 feet to a point, which point is coincident with Coordinates X=601,621.49, Y=1,102,755.41; running thence North 03 degrees 11'30" East a distance of 1,609.62 feet to a point; running thence North 86 degrees 48'30" West a distance of 1,499.98 feet to a point, which point is coincident with Coordinates X=600,213.47, Y=1,104,446.13; running thence North 03 degrees 12' East a distance of 1,499.87 feet to a point; running thence North 86 degrees 48' West a distance of 2,118.21 feet to a point, which point is coincident with Coordinates X=598,182.31, Y=1,106,061.79; running thence North 00 degrees 32'30" East a distance of 2,667.47 feet to a point; running thence North 00 degrees 32'30" East a distance of 46.00 feet to a point; running thence North 00 degrees 32'30" East a distance of 606.16 feet to a point, which point is coincident with Coordinates X=598,213.90, Y=1,109,381.27; running thence North 89 degrees 27'30" West a distance of 208.10 feet to a point; running thence North 89 degrees 27'30" West a distance of 636.98 feet to a point; running thence North 05 degrees 18'30" West a distance of 159.18 feet to a point, which point is coincident with Coordinates X=597,354.12, Y=1,109,547.80; running thence North 86 degrees 38' West a distance of 445.55 feet to a point; running thence South 02 degrees 29' East a distance of 561.46 feet to a point; running thence South 02 degrees 29' East a distance of 417.56 feet to a point, which point is coincident with Coordinates X=596,951.83, Y=1,108,595.85; running thence South 59 degrees 44'30" West a distance of 484.65 feet to a point; running thence South 70 degrees 47'30" West a distance of 542.98 feet to a point; running thence South 78 degrees 34'30" West a distance of 816.34 feet to a point; running thence South 72 degrees 48' West a distance of 346.60 feet to a point; running thence South 52 degrees 26' West a distance of 433.46 feet to a point; running thence South 40 degrees 21'30" West a distance of 593.41 feet to a point, which point is coincident with Coordinates X=594,161.39, Y=1,107,192.28; running thence North 00 degrees 41'30" West a distance of 1,016.97 feet to a point; running thence North 00 degrees 06' East a distance of 549.53 feet to a point; running thence North 00 degrees 21'30" East a distance of 295.44 feet to a point, which point is coincident with Coordinates X=594,151.87, Y=1,109,054.15; running thence North 57 degrees 24' West a distance of 57.01 feet to a point; running thence North 89 degrees 09' West a distance of 335.74 feet to a point; running thence South 89 degrees 40'30" West a distance of 112.28 feet to a point; running thence South 00 degrees 19'30" East a distance of 30.00 feet to a point, which point is coincident with Coordinates X=593,656.04, Y=1,109,059.18; running thence South 89 degrees 40'30" West a distance of 2,332.14 feet to a point; running thence North 89 degrees 47'30" West a distance of 1,600.00 feet to a point, which point is coincident with Coordinates X=589,723.98, Y=1,109,051.57; running thence North 01 degrees 43' East a distance of 1,300.00 feet to a point; running thence North 01 degrees 43' East a distance of 1,884.18 feet to a point; running thence North 01 degrees 43' East a distance of 98.71 feet to a point, which point is coincident with Coordinates X=589,822.04, Y=1,112,332.99; running thence South 79 degrees 29' West a distance of 143.72 feet to a point; running thence South 82 degrees 28' West a distance of 919.83 feet to a point; running thence South 79 degrees 40' West a distance of 26.33 feet to a point, which point is coincident with Coordinates X=588,742.93, and Y=1,112,181.46; running thence due North a distance of 3,932.11 feet to a point; which point is coincident with Coordinates X=588,742.93, Y=1,116,113.57; running thence due East a distance of 4,033.18 feet to a point; running thence due East a distance of 109.25 feet to a point; running thence North 89 degrees 58'30" East a distance of 1,329.08 feet to a point; running thence South 89 degrees 23' East a distance of 1,565.28 feet to a point; running thence South 89 degrees 23' East a distance of 1,237.46 feet to a point, which point is coincident with Coordinates X=597,017.02, Y=1,116,084.25; running thence North 00 degrees 37' East a distance of 2,964.31 feet to a point, which point is coincident with Coordinates X=597,049.12, Y=1,119,048.39; running thence South 89 degrees 46'30" East a distance of 1,531.36 feet to a point; running North 00 degrees 13'30" East a distance of 200.00 feet to a point; running thence South 89 degrees 43'30" East a distance of 299.91 feet to a point; running thence South 89 degrees 44'30" East a distance of 278.13 feet to a point; running thence South 89 degrees 47' East a distance of 1,146.31 feet to a point, which point is coincident with Coordinates X=600,305.59, Y=1,119,235.25; running thence North 00 degrees 29'30" East a distance of 2,595.06 feet to a point, which point is coincident with Coordinates X=600,327.69, Y=1,121,830.21; running thence South 89 degrees 38'30" East a distance of 161.46 feet to a point; running thence South 40 degrees 59' East a distance of 120.30 feet to a point; running thence South 46 degrees 14'30" East a distance of 131.03 feet to a point; running thence South 48 degrees 48'30" East a distance of 372.68 feet to a point; running thence South 89 degrees 38'30" East a distance of 60.87 feet to a point; running thence South 89 degrees 38'30" East a distance of 580.10 feet to a point; running thence North 00 degrees 21'30" East a distance of 424.03 feet to a point, which point is coincident with Coordinates X=601,586.73, Y=1,121,822.33; running thence South 89 degrees 38'30" East a distance of 1,667.22 feet to a point; running thence South 01 degrees 17' West a distance of 986.51 feet to a point; running thence North 59 degrees 22' East a distance of 1,264.62 feet to a point, which point is coincident with Coordinates X=604,320.00, Y=1,121,470.00; running thence North 36 degrees 38' East a distance of 1,828.69 feet to a point, which point is coincident with Coordinates X=605,411.18, Y=1,122,937.46; running thence in a northeasterly direction along the arc of a curve to the right (said curve having a radius of 888.50 feet) a distance of 889.81 feet to a point; running thence in a northeasterly direction along the arc of a curve to the right (said curve having a radius of 888.50 feet), a distance of 167.47 feet to a point; running thence South 75 degrees 11' East a distance of 64.31 feet to a point; running thence in a southeasterly direction along the arc of a curve to the right (said curve having a radius of 636.61 feet) a distance of 402.08 feet to a point, which point is coincident with Coordinates X=606,745.50, Y=1,123,034.98; running thence South 39 degrees 00' East a distance of 116.18 feet to a point; running thence North 61 degrees 14'30" East a distance of 155.02 feet to a point; running thence South 04 degrees 15' East a distance of 135.04 feet to a point; running thence South 04 degrees 44' East a distance of 206.55 feet to a point; running thence South 35 degrees 51' East a distance of 131.32 feet to a point; running thence South 41 degrees 53'30" East a distance of 200.04 feet to a point; running thence South 41 degrees 36'30" East a distance of 200.02 feet to a point; running thence South 41 degrees 16'30" East a distance of 235.96 feet to a point; running thence South 46 degrees 45'30" East a distance of 420.57 feet to a point; running thence South 83 degrees 20' East a distance of 13.17 feet to a point; running thence South 88 degrees 53' East a distance of 209.98 feet to a point; running thence South 89 degrees 26' East a distance of 450.52 feet to a point; running thence North 89 degrees 22' East a distance of 180.04 feet to a point; running thence South 89 degrees 36'30" East a distance of 96.00 feet to a point; running thence South 84 degrees 07' East a distance of 79.48 feet to a point; running thence South 80 degrees 00'30' East a distance of 133.04 feet to a point; running thence South 70 degrees 57'30" East a distance of 76.79 feet to a point; running thence South 65 degrees 13'30" East a distance of 647.42 feet to a point; running thence South 68 degrees 36' East a distance of 176.61 feet to a point, which point is coincident with Coordinates X=609,771.38, Y=1,121,407.62; running thence South 72 degrees 10' East a distance of 165.47 feet to a point; running thence South 56 degrees 55'30" East a distance of 163.74 feet to a point; running thence South 64 degrees 03'30" East a distance of 129.85 feet to a point; running thence South 77 degrees 11' East a distance of 103.65 feet to a point; running thence South 83 degrees 48'30' East a distance of 167.26 feet to a point; running thence South 88 degrees 02'30" East a distance of 202.86 feet to a point; running thence North 86 degrees 19'30" East a distance of 302.40 feet to a point; running thence North 83 degrees 54' East a distance of 212.06 feet to a point; running thence North 69 degrees 45' East a distance of 97.18 feet to a point; running thence North 47 degrees 07' East a distance of 102.27 feet to a point; running thence North 28 degrees 27' East a distance of 105.84 feet to a point; running thence North 31 degrees 17' East a distance of 313.36 feet to a point; running thence North 63 degrees 23'30" East a distance of 118.48 feet to a point; running thence North 67 degrees 09' East a distance of 135.00 feet to a point; running thence North 88 degrees 10'30" East a distance of 150.88 feet to a point; running thence South 00 degrees 24'30" West a distance of 525.12 feet to a point, which point is coincident with Coordinates X=611,942.15, Y=1,121,251.87; running thence South 88 degrees 23'30" East a distance of 420.06 feet to a point; running thence North 00 degrees 45' East a distance of 104.58 feet to a point; running thence South 88 degrees 35'30" East a distance of 209.60 feet to a point; running thence North 88 degrees 41' East a distance of 210.00 feet to a point; running thence North 00 degrees 43'30" East a distance of 420.00 feet to a point, which point is coincident with Coordinates X=612,788.21, Y=1,121,764.30; running thence North 89 degrees 52' East a distance of 626.85 feet to a point; running thence North 79 degrees 48'30" East a distance of 74.81 feet to a point; running thence North 83 degrees 16' East a distance of 319.34 feet to a point; running thence South 77 degrees 55'30" East a distance of 143.82 feet to a point; running thence North 88 degrees 38' East a distance of 860.33 feet to a point; running thence South 86 degrees 53'30" East a distance of 439.97 feet to a point; running thence South 68 degrees 23'30" East a distance of 169.19 feet to a point; running thence South 53 degrees 02' East a distance of 374.11 feet to a point, which point is coincident with Coordinates X=615,702.08, Y=1,121,495.65; running thence North 13 degrees 05'30" East a distance of 106.59 feet to a point; running thence North 31 degrees 30'30" West a distance of 268.21 feet to a point; running thence North 31 degrees 24' East a distance of 119.80 feet to the Point of Beginning.

The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, a Plat of Project Boundary and Road & Gas Line Relocation, Fifth Land District, Monroe County, Georgia", dated April 27, 1978, prepared for Georgia Power Company, Land Department by Hugh W. Mercer, Jr., Georgia Registered Land Surveyor No. 1890, bearing Drawing No. M-154-3, to which Blueprint of Survey reference is hereby made for all purposes.

Coordinates set forth in the foregoing description are based upon the Georgia State Plane Coordinate Systems: West Zone Grid Meridian.

Together with the Plant Scherer Waste Water Discharge Pipeline tract:

Burch Tract:

All that tract of parcel of land situate, lying and being in Land Lot 173 of the 5th Land District of Monroe County, Georgia, being known and designated as Parcel 6-A-10-A, containing 13.83 acres of land, on that certain plat of survey entitled "Plant Scherer Additional Property Wastewater Discharge" dated June 9, 1992, and revised August 3, 1992, prepared by Mercer Land Surveying, Inc., which plat is recorded in Plat Book 18, page 111, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and is by reference incorporated herein and made a part of this description.

This is a portion of the identical property conveyed to Harry Lee Burch, III and Jennifer Christine Burch by Warranty Deed from Southern Land & Lumber Company dated August 7, 1991, and recorded in Deed Book 350, page 214, in the Office of the Clerk of the Superior Court of Monroe County, Georgia.

Together with a non-exclusive, perpetual easement sixty (60) feet in width for ingress and egress to Georgia Highway Number 87, as shown on a plat recorded in Plat Book 17, page 93, said Clerk's Office.

Patton Tract:

All that tract or parcel of land situate, lying and being in Land Lot 173 and 176 of the 5th Land District of Monroe County, Georgia, being known and designated as Lot 11, containing 11.53 acres of land, on that certain plat of survey entitled "Plant Scherer Additional Property Wastewater Discharge" dated June 9, 1992, and revised August 3, 1992, prepared by Mercer Land Surveying, Inc., which plat is recorded in Plat Book 18, page 111, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and is by reference incorporated herein and made a part of this description.

This is the identical property conveyed to Pat Patton by Warranty Deed from Southern Pine Plantations, Inc., dated December 28, 1991, and recorded in Deed Book 361, page 111, in the Office of the Clerk of the Superior Court of Monroe County, Georgia.

Together with the Corrective Easement for Road given by Lawson C. Kelly to Georgia Power Company effective as of January 5, 1993, and recorded in Deed Book 401, Page 224, Monroe County, Georgia deed records.

Together with a perpetual non-exclusive easement for ingress and egress in utilities over, across and through the 60-foot wide Existing Private Road & Subdivision Access Easement and the 30-foot wide Private Road & Subdivision Access Easement, both of which are shown on the above referred to plat, subject, however, to the Common Property Maintenance Agreement for River Mill Plantation dated April 2, 1991, and recorded in Deed Book 352, page 110, said Clerk's Office.

Together with a perpetual non-exclusive easement for ingress and egress over the existing driveway which serves Lots 7, 8, 9 and 10 of River Mill Plantation, as shown on plat recorded in Plat Book 17, page 172 and 173, said Clerk's Office; the centerline of said driveway being shown on said plat and extends from the 30 foot Private Road & Subdivision Access Easement in a Westerly and then Southwesterly direction through Lots 7, 8, 9 and 10 to the above described Lot 11.

Smith Tract:

All that tract or parcel of land situate, lying and being in Land Lot 173 of the 5th Land district of Monroe County, Georgia, being known and designated as Parcel 6-A-8, containing 5.00 acres of land and Parcel 6-A-9-A, containing 6.51 acres of land, on that certain plat of survey entitled "Plant Scherer Additional Property Wastewater Discharge" dated June 9, 1992, and revised August 3, 1992, prepared by Mercer Land Surveying, Inc., which plat is recorded in Plat Book 18, page 111, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and is by reference incorporated herein and made a part of this description.

This is a portion of the identical property conveyed to Travis Brian Smith and Michele Franklin Smith by Warranty Deed from Southern Land & Lumber Company filed for record August 5, 1991, and recorded in Deed Book 349, page 280, in the Office of the Clerk of the Superior Court of Monroe County, Georgia.

Weaver Tract:

All that tract or parcel of land situate, lying and being in Land Lots 172 and 173 of the 5th Land District of Monroe County, Georgia, being known and designated as Parcel 6-A-5, containing 5.00 acres of land, Parcel 6-A-6, containing 5.00 acres of land, and Parcel 6-A-7, containing 5.00 acres of land, on that certain plat of survey entitled "Plant Scherer Additional Property Wastewater Discharge" dated June 9, 1992, and revised August 3, 1992, prepared by Mercer Land Surveying, Inc., which plat is recorded in Plat Book 18, page 111, in the Office of the Clerk of the Superior Court of Monroe County, Georgia, and is by reference incorporated herein and made a part of this description.

This is the identical property conveyed to Luther F. Weaver and Flora W. Weaver by Warranty Deed from Southern Land & Lumber Company dated July 22, 1991, and recorded in Deed Book 349, page 34, in the Office of the Clerk of the Superior Court of Monroe County, Georgia.

LESS AND EXCEPT from the foregoing parcel the following tracts:

TRACT 1:

Units 1 and 2 Site, as described in Exhibit D-1 attached hereto and made a part hereof, there being excluded from said Units 1 and 2 Site, but included within the foregoing parcel the following parcels which are described in the respective exhibits designated following the names of such parcels, the same being incorporated herein by reference:

Parcel A: Fire Protection Building and Storage Tanks, Units 1 and 2, Plant Scherer, as described on Exhibit D-2 attached hereto and made a part hereof;

Parcel B: Water Treatment Building and Storage Tanks, Units 1 and 2, Plant Scherer, as described on Exhibit D-3 attached hereto and made a part hereof;

Parcel C: Lighter Oil Storage Facility, Units 1 and 2, Plant Scherer, as described on Exhibit D-4 attached hereto and made a part hereof;

Parcel D: Turbine Lubricating Oil Storage Facility, Units 1 and 2, Plant Scherer, as described on Exhibit D-5 attached hereto and made a part hereof;

Parcel E: Hydrogen and Nitrogen Bulk Storage Facility, Units 1 and 2, Plant Scherer, as described on Exhibit D-6 attached hereto and made a part hereof.

Parcel F: Start Up Boilers, Plant Scherer, as described on Exhibit D-7 attached hereto and made a part hereof, but only to the extent that the same lie within the boundaries of the Units 1 and 2 Site, Plant Scherer.

TRACT II:

Units 3 and 4 Site, as described in Exhibit D-8 attached hereto and made a part hereof, there being excluded from said Units 3 and 4 Site, but included within the foregoing parcel the following parcels which are described in the respective exhibits designated following the names of such parcels, the same being incorporated herein by reference:

Parcel A: Fire Protection Building and Storage Tanks, Units 3 and 4, Plant Scherer, as described on Exhibit D-9 attached hereto and made part hereof;

Parcel B: Lighter Oil Storage Facility, Units 3 and 4, Plant Scherer, as described on Exhibit D-10 attached hereto and made a part hereof;

Parcel C: Start Up Boilers, Plant Scherer, as described on Exhibit D-11 attached hereto and made a part hereof, but only to the extent that the same lie within the boundaries of the Units 3 and 4 Site, Plant Scherer.

TRACT III:

Combustion Turbine, Plant Scherer, as described in Exhibit D-12 attached hereto and hereby made a part hereof.

TRACT IV:

Training Building, Plant Scherer, as described in Exhibit D-13 attached hereto and hereby made a part hereof.

TRACT V:

Skills Development Center Tract, Plant Scherer, as described in Exhibit D-14 attached hereto and made a part hereof.

TRACT VI:

Microwave Tower, Plant Scherer, as described in Exhibit D-15 attached hereto and hereby made a part hereof.

TRACT VII:

A .44 acre tract described in Option from Georgia Timberlands, Inc. to Georgia Power Company recorded in Deed Book 98; page 93, aforesaid records. No deed is found of record in favor of Georgia Power Company and the property is now titled in the name of Buckeye Cellulose Corporation by virtue of a deed recorded in Deed Book 168, page 53, aforesaid records.

TRACT VIII:

A .038 acre tract deeded to Joseph C. Starr and Virginia C. Starr recorded in Deed Book 105, page 771, aforesaid records.

EXHIBIT D-1

UNITS 1 AND 2 SITE

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=38,221.00, E=18,520.00 and running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=38,625.00, E=19,145.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,230.00, E=19,140.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=39,230.00, E=19,480.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,289.00, E=19,468.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=39,289.00, E=20,822.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,889.00, E=20,822.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=38,889.00, E=21,211.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,819.00, E=21,211.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,819.00, E=20,862.00; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=38,732.00, E=20,562.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=37,555.00, E=20,562.00; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=37,250.00, E=19,675.00; running thence in a northwesterly direction to the Point of Beginning.

The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer General Arrangement As Built Facilities" dated December 18, 1985, prepared by Oglethorpe Power Corporation, bearing Drawing No. FDC 1066, to which Blueprint of Survey reference is hereby made for all purposes.

Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000.

EXHIBIT D-2

FIRE PROTECTION BUILDING AND STORAGE TANKS,
UNITS 1 AND 2, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=38,640.00, E=20,303.00 and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,530.00, E=20,303.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,530.00, E=19,860.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,640.00, E=19,860.00; running thence in an easterly direction to the Point of Beginning.

Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000.

EXHIBIT D-3

WATER TREATMENT BUILDING AND ASSOCIATED STORAGE TANKS

UNITS 1 AND 2, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=38,450.00, E=20,260.00 and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,195.00, E=20,260.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,195.00, E=19,830.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,450.00, E=19,830.00; running thence in an easterly direction to the Point of Beginning.

EXHIBIT D-4

LIGHTER OIL STORAGE FACILITY
UNITS 1 AND 2, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=38,120.00, E=20,479.39 and running thence in a southerly direction to a point, which point is coincident with Coordinates N=37,990.00, E=20,479.39; running thence in a westerly direction to a point, which point is coincident with Coordinates N=37,990.00, E=20,360.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,120.00, E=20,360.00; running thence in an easterly direction to the Point of Beginning.

Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000.

EXHIBIT D-5

TURBINE LUBRICATING OIL STORAGE FACILITY,
UNITS 1 AND 2, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=38,516.00, E=19,410.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,442.50, E=19,410.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,442.50, E=19,338.67; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,516.00, E=19,338.67; running thence in an easterly direction to the Point of Beginning.

Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian N=1,114,000; Georgia Power Company Coordinate E=200+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000.

EXHIBIT D-6

HYDROGEN AND NITROGEN BULK STORAGE FACILITY,
UNITS 1 AND 2, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=38,310.50, E=19,412.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=38,195.50, E=19,412.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=38,195.50, E=19,368.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=38,310.50, E=19,368.00; running thence in an easterly direction to the Point of Beginning.

EXHIBIT D-7

START UP BOILERS
PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=39,336.00, E=19,803.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,254.00, E=19,803.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,254.00, E=19,715.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,336.00, E=19,715.00; running thence in an easterly direction to the Point of Beginning.

Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000.

EXHIBIT D-8

UNITS 3 AND 4 SITE

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=39,289.00, E=20,822.00 and running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,289.00, E=19,468.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,425.00, E=19,468.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,425.00, E=19,128.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=19,128.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,668.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,509.00, E=18,668.00; running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=40,786.00, E=18,836.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,986.00, E=18,840.00; running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=41,063.00, E=20,573.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,895.00, E=20,567.00; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,805.00, E=20,822.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=39,805.00, E=21,207.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,695.00, E=21,207.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,695.00, E=20,822.00; running thence in a southerly direction to the Point of Beginning.

EXHIBIT D-9

FIRE PROTECTION BUILDING AND STORAGE TANKS,
UNITS 3 AND 4, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=40,075.00, E=20,303.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,951.10, E=20,303.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=39,951.10, E=19,860.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,075.00, E=19,860.00; running thence in an easterly direction to the Point of Beginning.

EXHIBIT D-10

LIGHTER OIL STORAGE FACILITY
UNITS 3 AND 4, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=40,604.78, E=20,500.00; and running thence in a southerly direction to a point, which point is coincident with Coordinates N=40,490.43, E=20,500.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=40,490.43, E=20,385.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,604.78, E=20,385.00; running thence in an easterly direction to the Point of Beginning.

EXHIBIT D-11

START UP BOILERS
PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

EXHIBIT D-12

COMBUSTION TURBINE, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=39,819.00, E=18,285.00 and running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,285.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,608.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=40,521.00, E=18,608.00; running thence in a northeasterly direction to a point, which point is coincident with Coordinates N=40,809.00, E=18,776.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=41,181.00, E=18,776.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=41,181.00, E=18,606.00; running thence in a northerly direction to a point, which point is coincident with Coordinates N=41,581.00, E=18,606.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=41,581.00, E=19,005.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=41,181.00, E=19,005.00; running thence in a westerly direction to a point, which point is coincident with Coordinates N=41,181.00, E=18,835.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=40,986.00, E=18,840.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=40,786.00, E=18,836.00; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=40,509.00, E=18,668.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,668.00; running thence in an easterly direction to a point, which point is coincident with Coordinates N=40,119.00, E=18,808.00; running thence in a southerly direction to a point, which point is coincident with Coordinates N=39,819.00, E=18,808.00; running thence in a westerly direction to the Point of Beginning.

Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00; is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000.
EXHIBIT D-13

TRAINING BUILDING, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING AT A POINT coincident with Coordinates N=39,984.52, E=24,306.53 and running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,954.00, E=24,480.00; running thence in an southeasterly direction to a point, which point is coincident with Coordinates N=39,943.17, E=24,506.03; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,939.19, E=24,525.53; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,892.38, E=24,609.26; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,756.13, E=24,718.20; running thence in a southeasterly direction to a point, which point is coincident with Coordinates N=39,657.08, E=24,789.53; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=39,574.45, E=24,724.00; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=39,469.21, E=24,688.82; running thence in a southwesterly direction to a point, which point is coincident with Coordinates N=39,323.36, E=24,619.62; running thence in a northwesterly direction to a point, which point is coincident with Coordinates N=39,360.53, E=24,463.36; running thence in a northwesterly direction to a point, which point is coincident with Coordinates N=39,461.96, E=24,273.51; running thence in a northwesterly direction to a point, which point is coincident with Coordinates N=39,587.20, E=24,241.16; running thence in a northerly direction to a point, which point is coincident with Coordinates N=39,756.65, E=24,265.00; running thence in a northerly direction to the Point of Beginning.

Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000.

EXHIBIT D-14

SKILLS DEVELOPMENT CENTER TRACT, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in Land Lots 149, 150, 151, 170, 171, 172 and 173, G.M.D. 466 of the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING at an iron pin set at the point formed by the intersection of the southwesterly right-of-way line of Georgia Highway No. 87 (200-foot right-of-way, as located on October 25, 1979) and the westerly right-of-way line of Holly Grove Road (100-foot right-of- way, as located on October 25, 1979); running thence southwesterly along the westerly right-of-way line of Holly Grove Road and following the curvature thereof the following courses and distances:
South 63 degrees 24 minutes West a distance of 524.11 feet to a point; South 60 degrees 39 minutes West a distance of 66.70 feet to a point; South 51 degrees 56 minutes 30 seconds West a distance of 108.57 feet to a point; South 46 degrees 54 minutes 30 seconds West a distance of 28.90 feet to a point; South 41 degrees 34 minutes 30 seconds West a distance of 28.90 feet to a point; South 36 degrees 31 minutes 30 seconds West a distance of 108.91 feet to a point; South 26 degrees 04 minutes West a distance of 61.60 feet to a point; South 22 degrees 58 minutes 30 seconds West a distance of 2,661.20 feet to a point; South 26 degrees 34 minutes West a distance of 98.08 feet to a point; South 39 degrees 35 minutes 30 seconds West a distance of 89.74 feet to a point; South 50 degrees 12 minutes West a distance of 89.28 feet to a point; South 52 degrees 32 minutes West a distance of 335.79 feet to an iron pin set at a point on the westerly right-of- way line of Holly Grove Road which point is coincident with Coordinates X=614,951.00, Y=1,115,824.56; thence leaving said right- of-way line and running North 65 degrees 03 minutes West a distance of 1,543.10 feet to an iron pin set at a point, which point is coincident with Coordinates X=613,551.95, Y=1,116,475.56; running thence North 28 degrees 08 minutes 30 seconds East a distance of 956.09 feet to an iron pin set at a point, which point is coincident with Coordinates X=614,002.92, Y=1,117,318.61; running thence North 69 degrees 15 minutes West a distance of 346.64 feet to an iron pin set at a point, which point is coincident with Coordinates X=613,678.77, Y=1,117,441.43, which point is hereinafter referred to as Point A; running thence North 69 degrees 15 minutes West a distance of 20 feet, more or less, to the centerline of the thread of Berry Creek; thence running in a northeasterly direction following the meanderings of the centerline of the thread of Berry Creek (the same being the boundary of the property herein described) to the point formed by the intersection of the centerline of the thread of Berry Creek

EXHIBIT D-14 continued

and the southwesterly right-of-way line of Georgia Highway No. 87 (a 200-foot right-of-way); thence running South 44 degrees 46 minutes 30 seconds East a distance of 16 feet, more or less, to an iron pin recovered on said right-of-way line, said point being coincident with Coordinates X=615,648.47, Y=1,121,930.40; which point is hereinafter referred to as Point B, said Point B being located on a traverse line extending along the thread of Berry Creek from Point A to Point B the following courses and distances: North 27 degrees 54 minutes East a distance of 210.72 feet to a point; North 87 degrees 46 minutes 30 seconds East a distance of 217.50 feet to a point; North 43 degrees 56 minutes East a distance of 620.60 feet to a point; North 28 degrees 09 minutes East a distance of 476.64 feet to a point; North 14 degrees 09 minutes East a distance of 245.39 feet to a point; North 21 degrees 59 minutes East a distance of 207.43 feet to a point; North 04 degrees 00 minutes 30 seconds East a distance of 342.76 feet to a point; North 86 degrees 35 minutes 30 seconds East a distance of 136.32 feet to a point; North 27 degrees 23 minutes East a distance of 475.03 feet to a point; North 29 degrees 42 minutes 30 seconds East a distance of 361.79 feet to a point; North 52 degrees 05 minutes West a distance of 284.89 feet to a point; North 03 degrees 06 minutes 30 seconds West a distance of 353.92 feet to a point; North 52 degrees 40 minutes East a distance of 312.83 feet to a point; North 00 degrees 24 minutes 30 seconds West a distance of 504.79 feet to a point; South 68 degrees 54 minutes East a distance of 159.80 feet to a point; North 33 degrees 35 minutes East a distance of 372.77 feet to an iron pin recovered at a point, which point is coincident with Coordinates X=615,702.08, Y=1,121,495.65; North 43 degrees 46 minutes East a distance of 140.23 feet to a point; North 11 degrees 05 minutes West a distance of 152.27 feet to a point; North 33 degrees 23 minutes 30 seconds West a distance of 220.46 feet to Point B; from Point B, running thence southerly and easterly along the southwesterly right-of-way line of Georgia Highway No. 87 and following the curvature thereof the following courses and distances: South 44 degrees 46 minutes 30 seconds East a distance of 151.68 feet to a point; South 32 degrees 59 minutes East a distance of 360.37 feet to a point; South 33 degrees 19 minutes East a distance of 296.67 feet to a point; South 30 degrees 18 minutes 30 seconds East a distance of 168.81 feet to a point; South 28 degrees 22 minutes East a distance of 300.02 feet to a point; South 27 degrees 02 minutes East a distance of 299.11 feet to a point; South 26 degrees 34 minutes 30 seconds East a distance of 1,011.79 feet to a point; South 26 degrees 22 minutes East a distance of 204.18 feet to an iron pin recovered at a point on the southwesterly right-of-way line of Georgia Highway No. 87, which point is coincident with Coordinates X=617,021.51, Y=1,119,508.58; running thence South 26 degrees 38 minutes East a distance of 332.49 feet along the southwesterly right-of-way line of Georgia Highway No. 87 to an iron pin set at the Point of Beginning.

EXHIBIT D-14 continued

The property hereinabove described is more particularly described on that certain Blueprint of Survey, captioned "Plant Scherer, Skills Development Center Tract - Land Lots 149, 150, 151, 170, 171, 172 and 173, G.M.D. 466 of the Fifth Land District, Monroe County, Georgia" dated October 25, 1979, prepared for the Georgia Power Company, Land Department, Atlanta, Georgia, by Hugh W. Mercer, Jr., Georgia Registered Land Surveyor No. 1890, bearing Drawing No. N-85-30 to which Blueprint of Survey reference is hereby made for all purposes.

Coordinates set forth in the foregoing description are based upon the Georgia State Plane Coordinate System: West Zone Grid Meridian.

EXHIBIT D-15

MICROWAVE TOWER,
UNITS 3 AND 4, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia and which is situated within the circumferential boundary of a circle having a radius of 200 feet, and a centerpoint which is coincident with Coordinates N=41,000.00, E=18,250.00.

Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate, E=200+00 is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000.

EXHIBIT "E"

UNIT 3 PROPERTY

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

BEGINNING at a point coincident with Coordinates N=39,655.00, E=19,128.00 and running thence in a easterly direction to a point which is coincident with Coordinates N=39,655.00, E=19,830.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,630.00, E=19,830.00; running thence in a easterly direction to a point which is coincident with Coordinates N=39,630.00, E=20,282.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,590.00, E= 20,282.00; running thence in a easterly direction to a point which is coincident with Coordinates N=39,590.00, E=20,372.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,630.00, E=20,372.00; running thence in a easterly direction to a point which is coincident with Coordinates N=39,630.00, E=20,567.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,289.00, E=20,567.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,289.00, E=19,803.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,336.00, E=19,803.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,336.00, E=19,715.00; running thence in a southerly direction to a point which is coincident with Coordinates N=39,289.00, E=19,715.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,289.00, E=19,468.00; running thence in a northerly direction to a point which is coincident with Coordinates N=39,425.00, E=19,468.00; running thence in a westerly direction to a point which is coincident with Coordinates N=39,425.00, E=19,128.00; running thence in a northerly direction to the Point of Beginning.

EXHIBIT "F"

UNITS 1 AND 2 SITE

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

EXHIBIT "G"

FIRE PROTECTION BUILDING AND STORAGE TANKS,
UNITS 1 AND 2, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

EXHIBIT "G"

LIGHTER OIL STORAGE FACILITY
UNITS 1 AND 2, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

Coordinates set forth in the foregoing description are based upon the Georgia Power Company Grid Coordinate System for the Robert W. Scherer Plant. Georgia Power Company Coordinate, N=400+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, N=1,114,000; Georgia Power Company Coordinate E=200+00, is coincident with Georgia State Plane Coordinate: West Zone Grid Meridian, E=610,000.

EXHIBIT "G"

TURBINE LUBRICATING OIL STORAGE FACILITY,
UNITS 1 AND 2, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

EXHIBIT "G"

HYDROGEN AND NITROGEN BULK STORAGE FACILITY,
UNITS 1 AND 2, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

EXHIBIT "G"

WATER TREATMENT BUILDING AND ASSOCIATED STORAGE TANKS

UNITS 1 AND 2, PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

EXHIBIT "G"

START UP BOILERS
PLANT SCHERER

ALL THAT TRACT or parcel of land situated, lying and being in the Fifth Land District of Monroe County, Georgia, and being more particularly described as follows:

EXHIBIT H

(Non-Exhaustive)

SCHERER UNIT NO. 4
GENERATOR STEP-UP SUBSTATION

Line      Description

         1.  Site Improvements
         2.  Yard Lighting
         3.  Fire Protection System
             (including building)
         4.  Duct System
         5.  Site Grounding System
         6.  Foundations and Pilings
         7.  High Voltage Structures
         8.  Low Voltage Structures
         9.  Step-Up Transformers 25/500 KV
        10.  Start-Up Transformers 115/6.9 KV
        11.  Station Service Transformers 25/6.9 KV
        12.  3 Phase GO AB Switches
        13.  Lightning Arresters
        14.  Potential Transformers
        15.  Overhead Bus

As supplemented by GPC continuing property records maintained in accordance with the Uniform System of Accounts

EXHIBIT I

(Non-Exhaustive)

SCHERER UNIT NO. 4
EQUIPMENT LOCATED IN SWITCHYARD

Line      Description

         1.  Circuit Breakers 500 KV
         2.  3 Phase GO LB Switches
         3.  Coupling Capacitors
         4.  Switchboard (in control house)
         5.  Current Transformers
         6.  High Voltage Structure
         7.  Overhead Bus
         8.  Foundations and Pilings

As supplemented by GPC continuing property records maintained in accordance with the Uniform System of Accounts

EXHIBIT J

Scherer Common Facilities
SCHERER HIGH VOLTAGE SWITCHYARD

Line      Description

         1.  Site Improvements
         2.  Yard Lighting
         3.  Fire Protection System
             (including building)
         4.  Control House
         5.  Duct System
         6.  Site Grounding System
         7.  Foundations and Pilings
         8.  High Voltage Structures
         9.  3 Phase GO LB Switches
        10.  Overhead Bus
        11.  Switchboard (in house)
        12.  Supervisory Control System
        13.  AC Distribution System
        14.  DC Distribution System
        15.  Reactors
        16.  Auto-Bank Transformers 500/115 KV
        17.  Circuit Breakers 115 KV

As supplemented by GPC continuing property records maintained in

accordance with the Uniform System of Accounts

EXHIBIT 12

FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIOS

Six Months Ended
June 30, 1995
(Thousands of Dollars)

RATIO OF EARNINGS TO FIXED CHARGES
Earnings, as defined:
Net income ........................................................................ $273,246
Income taxes ...................................................................... 161,668
Fixed charges, as below ........................................................... 151,089

Total earnings, as defined ...................................................... $586,003

Fixed charges, as defined:
Interest expense .................................................................. $140,740
Rental interest factor ............................................................ 3,460
Fixed charges included in nuclear fuel cost ....................................... 6,889

Total fixed charges, as defined ................................................. $151,089

Ratio of earnings to fixed charges .................................................. 3.88

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS

Earnings, as defined:
Net income ........................................................................ $273,246
Income taxes ...................................................................... 161,668
Fixed charges, as below ........................................................... 151,089

Total earnings, as defined ...................................................... $586,003

Total fixed charges, as defined ................................................. 151,089

Non-tax deductible preferred stock dividend requirements ............................ 21,192
Ratio of income before income taxes to net income ................................... 1.59

Preferred stock dividend requirements before income taxes ........................... 33,695

Combined fixed charges and preferred stock dividend requirements .................... $184,784

Ratio of earnings to combined fixed charges and preferred stock
dividend requirements............................................................ 3.17

<ARTICLE>                                 UT
<LEGEND>
This schedule contains summary financial information extracted from FPL's condensed consolidated balance sheet as of June 30, 1995
and condensed consolidated statements of income and cash flows for the six months ended June 30, 1995 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                           1,000
<FISCAL-YEAR-END>                DEC-31-1995
<PERIOD-END>                     JUN-30-1995
<PERIOD-TYPE>                          6-MOS
<BOOK-VALUE>                        PER-BOOK
<TOTAL-NET-UTILITY-PLANT>         $9,846,876
<OTHER-PROPERTY-AND-INVEST>         $529,178
<TOTAL-CURRENT-ASSETS>              $908,490
<TOTAL-DEFERRED-CHARGES>            $381,837
<OTHER-ASSETS>                      $172,408
<TOTAL-ASSETS>                   $11,838,789
<COMMON>                                  $0
<CAPITAL-SURPLUS-PAID-IN>                 $0
<RETAINED-EARNINGS>                       $0
<TOTAL-COMMON-STOCKHOLDERS-EQ>    $4,234,180
<PREFERRED-MANDATORY>                $50,000
<PREFERRED>                         $451,250
<LONG-TERM-DEBT-NET>              $3,181,148
<SHORT-TERM-NOTES>                        $0
<LONG-TERM-NOTES-PAYABLE>                 $0
<COMMERCIAL-PAPER-OBLIGATIONS>      $152,000
<LONG-TERM-DEBT-CURRENT-PORT>             $0
<PREFERRED-STOCK-CURRENT>                 $0
<CAPITAL-LEASE-OBLIGATIONS>               $0
<LEASES-CURRENT>                          $0
<OTHER-ITEMS-CAPITAL-AND-LIAB>    $3,578,098
<TOT-CAPITALIZATION-AND-LIAB>    $11,838,789
<GROSS-OPERATING-REVENUE>         $2,602,472
<INCOME-TAX-EXPENSE>                $163,743
<OTHER-OPERATING-EXPENSES>        $2,033,559
<TOTAL-OPERATING-EXPENSES>        $2,197,302
<OPERATING-INCOME-LOSS>             $405,170
<OTHER-INCOME-NET>                    $5,761
<INCOME-BEFORE-INTEREST-EXPEN>      $410,931
<TOTAL-INTEREST-EXPENSE>            $137,685
<NET-INCOME>                        $273,246
<PREFERRED-STOCK-DIVIDENDS>          $21,192
<EARNINGS-AVAILABLE-FOR-COMM>       $252,054
<COMMON-STOCK-DIVIDENDS>                  $0
<TOTAL-INTEREST-ON-BONDS>                 $0
<CASH-FLOW-OPERATIONS>              $873,457
<EPS-PRIMARY>                             $0
<EPS-DILUTED>                             $0