FPL  GROUP,  INC.
SUPPLEMENTAL  EXECUTIVE  RETIREMENT  PLAN

Amended and Restated
Effective April 1, 1997

FPL  GROUP,  INC.
SUPPLEMENTAL  EXECUTIVE  RETIREMENT  PLAN

TABLE OF CONTENTS

Section                                               Page
ARTICLE I
DEFINITIONS

1.01  Base Compensation                                  2
1.02  Beneficiary                                        2
1.03  Board                                              3
1.04  Bonus Compensation                                 3
1.05  Change of Control                                  3
1.06  Class A Executive                                  5
1.07  Code                                               5
1.08  Committee                                          5
1.09  Disability                                         5
1.10  EBPAC                                              5
1.11  Effective Date                                     5
1.12  Employee                                           5
1.13  Employer                                           5
1.14  ERISA                                              5
1.15  Group                                              5
1.16  Participant                                        5
1.17  Pension Plan                                       5
1.18  Plan                                               6
1.19  Prior Pension Plan                                 6
1.20  Restated Effective Date                            6
1.21  Retirement Plan                                    6
1.22  Thrift Plan                                        6


ARTICLE II
ELIGIBILITY

2.01  Eligibility for Participation                      6
2.02  Terminated Employees                               6
2.03  Termination of Participation                       6


ARTICLE III
BENEFITS

3.01  Benefits                                           7
3.02  Vesting of Benefits                                8
3.03  Transfer of Employment                             9
3.04  Payment of Benefits                               10
3.05  Taxes                                             10
3.06  Offset for Obligations to Employer                11


ARTICLE IV
ADMINISTRATION

4.01  Administration                                    11
4.02  Liability of Committee or EBPAC; Indemnification  11
4.03  Determination of Benefits                         12
4.04  Payment Due an Incompetent                        13
4.05  Expenses                                          13


ARTICLE V
AMENDMENT AND TERMINATION

5.01  Amendment                                         13
5.02  Termination or Merger of the Plan                 14
5.03  Supplements                                       14
5.04  Withdrawal by Employer                            14


ARTICLE VI
MISCELLANEOUS

6.01  No Trust Created                                  14
6.02  Funding                                           15
6.03  Top Hat Plan                                      15
6.04  Effect on Benefits under other Plans              15
6.05  Spendthrift Clause                                15
6.06  Rights Against the Employer                       15
6.07  No Contract of Employment                         16
6.08  Indemnity Upon Change of Control                  16
6.09  Successors                                        16
6.10  Severability                                      16
6.11  Governing Law                                     16
6.12  Construction                                      16

Execution Page                                          17
Appendix A                                              18
Appendix B                                              19

FPL  GROUP,  INC.
SUPPLEMENTAL  EXECUTIVE  RETIREMENT  PLAN

	THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN is adopted by the
Compensation Committee of the Board of Directors ("Compensation Committee")
on this 16th day of June, 1997, effective as of April 1, 1997 (the
"Restated Effective Date").

W I T N E S S E T H    T H A T:

	WHEREAS, on December 12, 1988 FPL Group, Inc. ("Group") adopted
the FPL Group, Inc. Supplemental Executive Retirement Plan (the "Plan")
effective as of January 1, 1986 (the "Effective Date") for  the exclusive
benefit of a select group of management and highly compensated employees to
provide retirement benefits in addition to those benefits available under
the qualified pension and thrift plans established and maintained by Group;
and
	WHEREAS, the Benefit Restoration Plan of FPL Group, Inc. and
Affiliates was merged into the Plan effective as of January 1, 1994
pursuant to the amendment and restatement of the Plan; and
	WHEREAS, effective April 1, 1997, Group changed the benefit
formula under its qualified defined benefit pension plan from a unit credit
formula to a cash balance formula; and
	WHEREAS, Group has determined that the best method to modify the
benefits under the Plan so as to take into account the new cash balance
formula is to amend and restate the Plan; and
	WHEREAS, Group has been authorized by the Compensation Committee
to amend and restate the Plan;

	NOW, THEREFORE, Group hereby amends and restates the FPL Group,
Inc. Supplemental Executive Retirement Plan in its entirety on the
following terms and conditions:

ARTICLE I
DEFINITIONS

	The following  terms when used herein shall have the meaning
indicated, unless the context indicates otherwise:

	1.01	"Base Compensation" shall mean Base Compensation (as
defined in the Pension Plan) and Monthly Base Pay (as defined in the Prior
Pension Plan) with respect to the supplemental pension benefit described in
Subsection 3.01(b), and Earnings (as defined in the Thrift Plan) with
respect to the supplemental matching  contributions  described in
Subsection 3.01(c)(1), plus, to the extent not otherwise included, (i) any
salary deferred under the FPL Group, Inc. Deferred Compensation Plan, and
(ii)  any amounts contributed by the Employer pursuant to a salary
reduction agreement which are not includible in the gross income of the
Participant under Code Sections 125, 402(e)(3), or 402(h).  The term "Base
Compensation" shall not include (a) amounts received as fringe benefits
irrespective of the includibility of such amounts on the Participant's Form
W-2 (other  than salary reduction contributions described in clause (ii)
above), (b)  amounts received under the FPL Group, Inc. Long-Term Incentive
Plan of 1985 or the FPL Group, Inc. Long Term Incentive Plan of 1994, and
(c) bonuses awarded under the Annual Incentive Plan maintained by the
Employer (whether or not such bonuses were deferred under the FPL Group,
Inc. Deferred Compensation Plan).

	1.02	"Beneficiary" shall mean the Beneficiary designated under
the applicable Retirement Plan with respect to which benefits hereunder are
paid, except that the Participant may designate a Beneficiary hereunder by
delivering to the Employer a written designation of Beneficiary
specifically made with respect to this Plan.

	1.03	"Board" shall mean the Board of Directors of Group.

	1.04	"Bonus Compensation" shall mean Base Compensation, plus
any bonuses awarded under the Annual Incentive Plan maintained by the
Employer (whether or not such bonuses were deferred under the FPL Group,
Inc. Deferred Compensation Plan).

	1.05	"Change of Control" shall mean:

	(a)	The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (i)
the then outstanding shares of common stock of Group (the
"Outstanding Company Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of Group entitled
to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that the following
acquisitions shall not constitute a Change of Control: (i) any
acquisition by Group or any of its subsidiaries, (ii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by Group or any of its subsidiaries or
(iii) any acquisition by any corporation with respect to which,
following such acquisition, more than 75% of, respectively, the
then outstanding shares of common stock of such corporation and
the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such acquisition in substantially
the same proportions as their ownership, immediately prior to such
acquisition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be; or

	(b)	Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by Group's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or
threatened solicitation to which Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act applies or other actual or
threatened solicitation of proxies or consents; or

	(c)	Approval by the shareholders of Group of a
reorganization, merger or consolidation, in each case, with
respect to which all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than
75% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from
such reorganization, merger or consolidation in substantially the
same proportions as their ownership, immediately prior to such
reorganization, merger or consolidation of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the
case may be; or

	(d)	Approval by the shareholders of Group of (i) a
complete liquidation or dissolution of Group or (ii) the sale or
other disposition of all or substantially all of the assets of
Group, other than to a corporation, with respect to which
following such sale or other disposition, more than 75% of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally
in the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as
the case may be.

	The term "the sale or disposition by Group of all or
substantially all of the assets of Group" shall mean a sale or
other disposition transaction or series of related transactions
involving assets of Group or of any direct or indirect subsidiary
of Group (including the stock of any direct or indirect subsidiary
of Group) in which the value of the assets or stock being sold or
otherwise disposed of (as measured by the purchase price being
paid therefor or by such other method as the Board determines is
appropriate in a case where there is no readily ascertainable
purchase price) constitutes more than two-thirds of the fair
market value of Group (as hereinafter defined).  The "fair market
value of Group" shall be the aggregate market value of the then
Outstanding Company Common Stock (on a fully diluted basis) plus
the aggregate market value of Group's other outstanding equity
securities.  The aggregate market value of the shares of
Outstanding Company Common Stock shall be determined by
multiplying the number of shares of Outstanding Company Common
Stock (on a fully diluted basis) outstanding on the date of the
execution and delivery of a definitive agreement with respect to
the transaction or series of related transactions (the
"Transaction Date") by the average closing price of the shares of
Outstanding Company Common Stock for the ten trading days
immediately preceding the Transaction Date.  The aggregate market
value of any other equity securities of Group shall be determined
in a manner similar to that prescribed in the immediately
preceding sentence for determining the aggregate market value of
the shares of Outstanding Company Common Stock or by such other
method as the Board shall determine is appropriate.

	1.06	"Class A Executive" shall mean an Employee who is
designated for purposes of this Plan as such by the Committee.

	1.07	"Code" shall mean the Internal Revenue Code of 1986, as it
may be amended from time to time, and the rules and regulations promulgated
thereunder.

	1.08	"Committee" shall mean the Compensation Committee of the
Board or any such other committee designated by the Board, which shall
consist of at least three members of the Board each of whom are not
employees of Group or any of its subsidiaries.

	1.09	"Disability" shall have the meaning set forth in the
Executive Long Term Disability Plan of FPL Group, Inc. and Affiliates.

	1.10	"EBPAC" shall have the meaning set forth in the Pension
Plan.

	1.11	"Effective Date" shall mean January 1, 1986, the effective
date of the Plan as originally adopted.

	1.12	"Employee" shall mean the President, Chairman, Chief
Financial Officer, General Counsel, Treasurer, any Senior Vice President,
and any Vice President of Group, any officer of Florida Power & Light
Company that is a Vice President or above, the President of the Nuclear
Division of Florida Power & Light Company, and the Presidents of ESI
Energy, Inc., FPL Group International, Inc., and Turner Foods Corporation.

	1.13	"Employer" shall mean Group and any of its subsidiaries
listed in Appendix A.

	1.14	"ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as it may be amended from time to time, and the rules and
regulations promulgated thereunder.

	1.15	"Group" shall mean FPL Group, Inc.

	1.16	"Participant" shall mean an Employee who satisfies the
requirements for participation in the Plan in accordance with Section 2.01.

	1.17	"Pension Plan" shall mean the FPL Group Employee Pension
Plan, as it may be amended from time to time.

	1.18	"Plan" shall mean the plan as set forth in this document
as it may be amended from time to time.  This plan shall be known as the
FPL Group, Inc. Supplemental Executive Retirement Plan.

	1.19	"Prior Pension Plan" shall mean the FPL Group Employee
Pension Plan as in effect prior to its amendment and restatement on the
Restated Effective Date.

	1.20	"Restated Effective Date" shall mean April 1, 1997.

	1.21	"Retirement Plan" shall mean the Pension Plan and the
Thrift Plan.

	1.22	"Thrift Plan" shall mean the FPL Group Employee Thrift
Plan, as it may be amended from time to time.

ARTICLE II
ELIGIBILITY

	2.01	Eligibility for Participation - An Employee shall become a
Participant as follows:

	(a)	An individual listed on Appendix B shall remain a
Participant hereunder; and

	(b)	Any other Employee who qualifies for a benefit
under any of the Retirement Plans shall be a Participant in the
Plan;

provided such Employee is among a select group of management or highly
compensated employees within the meaning of Section 201(2) of ERISA.

	2.02	Terminated Employees - This Plan is applicable only to
Participants who perform one or more hours of service for the Employer on
or after the Restated Effective Date.  The rights and benefits of any
participant whose active employment terminated by retirement or otherwise
prior to the Restated Effective Date and his Beneficiaries shall be
determined under the Plan as in effect prior to the Restated Effective
Date, unless a subsequent amendment of the Plan by its express terms
applies to Participants who have previously terminated employment with the
Employer and all of its affiliates.

	2.03	Termination of Participation - An Employee who has become
a Participant shall remain a Participant until the entire amount of his
vested benefits, if any, under the Plan are distributed to him or his
Beneficiary in the event of his death.

ARTICLE III
BENEFITS

	3.01	Benefits -

	(a)	In General - The benefits under this Plan to
which a Participant shall be entitled shall be (i) the
supplemental pension benefit described in Subsection 3.01(b), and
(ii) the supplemental matching contribution account described in
Subsection 3.01(c).

	(b)	Supplemental Pension Benefit - With respect to
any Participant who was a participant of the Plan on both the day
immediately before the Restated Effective Date and on the Restated
Effective Date, the "supplemental pension benefit" shall be the
greater of (i) the supplement cash balance accrued benefit
described in Subsection 3.01(b)(1), or (ii) the supplement unit
credit accrued benefit "supplemental pension benefit" shall be the
supplement cash balance accrued benefit described in Subsection
3.01(b)(1).

	(1)	The "supplement cash balance accrued
benefit" is the difference, if any, between (A) and (B)
where:

			(A)	is the benefit to which the
Participant would be entitled under the Pension
Plan, expressed in the normal form of benefit, if
such benefit was computed (i) as if benefits
under such plan were based upon the Participant's
Base Compensation, (ii) without the annual
compensation limitation imposed by Section
401(a)(17) of the Code, and (iii) without the
restrictions or the limitations imposed by
Sections 415(b) or 415(e) of the Code; and

	(B)	is the benefit payable to the
Participant under the Pension Plan, expressed in
the normal form of benefit.

	(2)	The "supplement unit credit accrued
benefit" is the difference, if any, between (A) and (B)
where:

			(A)	is the benefit to which the
Participant would be entitled under the Prior
Pension Plan, expressed in the normal form of
benefit, if such benefit was computed (i) as if
benefits under such plan were based upon the
Participant's Base Compensation, (ii) without the
annual compensation limitation imposed by Section
401(a)(17) of the Code, and (iii) without the
restrictions or the limitations imposed by
Sections 415(b) or 415(e) of the Code; and

	(B)	is the benefit payable to the
Participant under the Pension Plan, expressed in
the normal form of benefit.

	(c)	Supplemental Matching Contribution Account - The
"supplemental matching contribution account" shall be an account
that is credited annually with (i) supplemental matching
contributions described in Subsection 3.01(c)(1), and
(ii) theoretical earnings described in Subsection 3.01(c)(2).

	(1)	"Supplemental matching contributions"
shall for each year of participation in this Plan be the
difference, if any, between (A) and (B) where:

	(A)	is the matching contribution
allocation to which the Participant would be
entitled under the Thrift Plan for such year of
participation if such allocation were computed
(i) as if the matching contribution allocation
under such plan was based upon the Participant's
Base Compensation, (ii) without the annual
compensation limitation imposed by Section
401(a)(17) of the Code, (iii) without the
restrictions or the limitations imposed by
Sections 415(c) or 415(e) of the Code, and (iv)
as if he made After Tax Member Basic
Contributions (within the meaning of the Thrift
Plan) and Tax Saver Member Basic Contributions
(within the meaning of the Thrift Plan) at the
same percentage of Base Compensation as he made
such contributions to the Thrift Plan for such
year of participation; and

	(B)	is the matching contribution
allocated to the Participant under the Thrift
Plan for such year of participation.

	(2)	"Theoretical earnings" shall be the
income, gains and losses which would have been credited on
a Participant's account balance if such account were
invested in the Company Stock Fund (within the meaning of
the Thrift Plan) offered as a part of the Thrift Plan.

	(d)	Benefits for Class A Executives - In the case of
a Participant who is a Class A Executive, Subsections 3.01(b) and
3.01(c) shall be applied by substituting the term, "Bonus
Compensation" for the term, "Base Compensation".

	(e)	Prior Benefit - With respect to a Participant
described in Subsection 2.01(a), in no event shall such
Participant's benefits under this Section 3.01 be less than his
benefits accrued as of March 31, 1997 under the Plan as in effect
on that date.

	3.02	Vesting of Benefits -

	(a)	In General - Except as otherwise provided in this
Section 3.02, a Participant's right to the benefits accrued
hereunder for such Participant shall vest in accordance with the
vesting provisions set forth in the Pension Plan.

	(b)	Accelerated Vesting Upon Death, Disability, or
Change of Control - If the Participant's employment with the
Employer and all of its affiliates is terminated as a result of
death, Disability, or Change of Control (irrespective of whether
such termination is initiated by the Participant or the Employer
or its affiliates and without regard to the reason therefor), all
benefits accrued hereunder for the Participant shall become fully
vested and shall be paid in accordance with Subsection 3.04(b).

	(c)	Termination for Cause.  Except as provided in
Subsection 3.02(b), if the termination of a Participant's
employment with the Employer and all of its affiliates is as a
result of or caused by the Participant's theft or embezzlement
from the Employer or any of its affiliates, the disclosure by the
Participant of confidential information of the Employer or its
affiliates, or the Participant's stealing trade secrets or
intellectual property owned by the Employer or its affiliates,
then the benefits of such Participant hereunder, to the extent not
yet received, shall become null and void effective as of the date
of the occurrence of the event which results in the Participant
ceasing to be an employee of the Employer and all of its
affiliates and any purported claim for benefits by or on behalf of
said Participant following such date shall be of no effect.

	(d)	If an Employee terminates employment with the
Employer and all of its affiliates, the benefits accrued hereunder
(or the portion thereof) which are not vested in accordance with
this Section 3.02 shall be forfeited as of the date of such
termination.

	3.03	Transfer of Employment -

	(a)	Transfer to Nonparticipating Affiliate - The
benefits of a Participant who transfers to an affiliate of the
Employer (other than Group or any of its subsidiaries listed in
Appendix A) shall be determined under Section 3.01 by taking into
consideration only (i) the Participant's Base Compensation or
Bonus Compensation for services performed for the Employer, and
(ii) the Participant's years of service with the Employer for
purposes of determining accrual of benefits.  Such Participant
shall continue as a Participant until the occurrence of his death,
Disability, Change of Control, or other termination of employment
with all affiliates of the Employer.

	(b)	Transfer from Nonparticipating Affiliate - The
benefits of a Participant who was previously employed by an
affiliate of the Employer (other than Group or any of its
subsidiaries listed in Appendix A) immediately before his
employment with the Employer shall be determined under Section
3.01 as if the Participant's employment with the affiliate of the
Employer was performed for the Employer, except that such
Participant's Base Compensation and Bonus Compensation shall not
include any bonuses paid by an affiliate.

	3.04	Payment of Benefits -

	(a)	Time and Method of Payment of Normal or Early
Retirement Benefits - Except as otherwise provided in Subsections
3.04(b) and 3.04(c), the benefits to which a Participant or his
Beneficiary are entitled under this Plan shall be paid at the same
time and in the same manner as the Participant's benefits under
each of the Retirement Plans to which his benefits under this Plan
relate, except that benefits under this Plan shall not be
distributable until the Participant's employment with the Employer
and all of its affiliates is terminated.  Notwithstanding the
foregoing, benefits may be distributable in a lump sum or in such
other form as may be agreed in writing by the Participant and
EBPAC (or its delegatee).  Any optional form of benefit payable
under this Plan shall be the actuarial equivalent (within the
meaning of the applicable Retirement Plan) of the benefit,
expressed in the normal form of benefit, otherwise payable under
this Plan.  If there is no Retirement Plan (or its successor), the
actuarial factors to be used will be those actuarial factors as
are selected by the actuarial firm that last serviced the
Retirement Plan prior to its termination or merger, as being then
appropriate had the Retirement Plan remained in existence at its
last level of benefits and with its last participant census.

	(b)	Time and Method of Payment of Benefits Upon
Death, Disability, or Change of Control - If the Participant's
employment with the Employer and all of its affiliates is
terminated as a result of death, Disability, or Change of Control
(irrespective of whether such termination is initiated by the
Participant or the Employer or its affiliates and without regard
to the reason therefor), all benefits accrued hereunder for the
Participant shall be paid to the Participant or his Beneficiary,
as the case may be, at the option of the Participant or if the
Participant is deceased, at the option of such Beneficiary, in a
lump sum distribution to be made not later than three months after
the occurrence of such event or in the same manner as the
Participant's benefits under each of the Retirement Plans to which
his benefits under this Plan relates.

	(c)	No Company Stock Distributable - In no event
shall a Participant or Beneficiary receive the benefits to which
he is entitled to under this Plan in the form of Company Stock (as
defined in the Thrift Plan).

	(d)	No Spousal Rights - Nothing contained in this
Plan is intended to give or shall give any spouse or former spouse
of a Participant or any other person any right to benefits under
the Plan by virtue of Code Sections 401(a)(11) or 417 or ERISA
Section 205 (relating to qualified preretirement survivor
annuities and qualified joint and survivor annuities) or Code
Section 401(a)(13)(B) or 414(p) or ERISA Section 206(d)(3)
(relating to qualified domestic relations orders).

	3.05	Taxes - Notwithstanding the foregoing, benefits payable
hereunder shall be subject to all applicable federal, state and local taxes
which are required to be paid or withheld by the Employer.  To the extent
any amount accrued or credited hereunder is treated as "wages" for FICA or
FUTA tax purposes, as determined by the Employer, the Employer shall
require that the Participant either (i) timely pay such taxes in cash by
separate check to his Employer, or (ii) make other arrangements
satisfactory to such Employer (e.g., additional withholding from other wage
payments) for the payment of such taxes.  To the extent a Participant fails
to pay or provide for such taxes as required, the Committee may suspend the
Participant's participation in the Plan or reduce benefits accrued
hereunder.

	3.06	Offset for Obligations to Employer - Subject to Section
3.05, if, at such time as a Participant or his Beneficiary becomes entitled
to benefit payments hereunder, the Participant has any debt, obligation, or
other liability representing an amount owing to the Employer or its
affiliates, the Employer may offset the amount owing it or its affiliates
against the amount of benefits otherwise distributable hereunder
notwithstanding any provision of this Plan to the contrary.

ARTICLE IV
ADMINISTRATION

	4.01	Administration - The Committee (or its delegatee) and
EBPAC (or its delegatee) shall administer and interpret this Plan in
accordance with the provisions of the Plan and in their sole and absolute
discretion.  Any determination or decision by the Committee (or its
delegatee) or EBPAC (or its delegatee) shall be conclusive and binding on
all persons who at any time have, have had, or claim to have any interest
whatsoever under this Plan.

	4.02	Liability of Committee or EBPAC; Indemnification - To the
extent permitted by law, no member of the Committee (or its delegatee) or
EBPAC (or its delegatee) shall be liable to any person for any action taken
or omitted in connection with the interpretation and administration of this
Plan unless attributable to his own gross negligence or willful misconduct.
 The Employer shall indemnify the members of the Committee (or its
delegatee) and EBPAC (or its delegatee) against any and all claims, losses,
damages, expenses, including any counsel fees and costs, incurred by them,
and any liability, including any amounts paid in settlement with their
approval, arising from their action or failure to act, except when the same
is judicially determined to be attributable to their gross negligence or
willful misconduct.  Each affected member of the Committee shall promptly
notify the Employer of any claim, action or proceeding for which he may
seek indemnification.  The indemnification of Committee members provided
for in this Section shall survive the resignation or removal of the
Committee member and the termination of the Plan.

	4.03	Determination of Benefits -

	(a)	Claim - A person who believes that he is being
denied a benefit to which he is entitled under the Plan
(hereinafter referred to as a "Claimant") may file a written
request for such benefit with EBPAC (or its delegatee), setting
forth his claim.  The request must be addressed to EBPAC (or its
delegatee) at its then principal place of business.

	(b)	Claim Decision - Upon receipt of a claim, EBPAC
(or its delegatee) shall advise the Claimant that a reply will be
forthcoming within 90 days and shall, in fact, deliver such reply
within such period.  EBPAC (or its delegatee) may, however, extend
the reply period for an additional 90 days for reasonable cause.

	If the claim is denied in whole or in part, EBPAC (or its
delegatee) shall adopt a written opinion, using language
calculated to be understood by the Claimant, setting forth (i) the
specific reason or reasons for such denial, (ii) the specific
references to pertinent provisions of the Plan on which such
denial is based, (iii) a description of any additional material or
information necessary for the Claimant to perfect his claim and an
explanation why such material or such information is necessary,
(iv) appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review, and (v) the time
limits for requesting a review as described in Subsection 4.03(c)
and for review as described in Subsection 4.03(d).

	(c)	Request for Review - Within 60 days after the
receipt by the Claimant of the written opinion described in
Subsection 4.03(b), the Claimant may request in writing that the
Committee  (or its delegatee) review the initial determination.
Such request must be addressed to the Committee (or its
delegatee), at its then principal place of business.  The Claimant
or his duly authorized representative may, but need not, review
the pertinent documents and submit issues and comments in writing
for consideration by the Committee (or its delegatee).  If the
Claimant does not request a review of EBPAC's (or its delegatee's)
determination within such 60 day period, he shall be barred and
estopped from challenging EBPAC's (or its delegatee's)
determination.

	(d)	Review of Decision - Within 60 days after the
Committee's (or its delegatee's) receipt of a request for review,
the Committee (or its delegatee) will review the initial
determination.  After considering all materials presented by the
Claimant, the Committee (or its delegatee) will render a written
opinion, written in a manner calculated to be understood by the
Claimant, setting forth the specific reasons for the decision and
containing specific references to the pertinent provisions of the
Plan on which the decision is based.  If special circumstances
require that the 60 day time period be extended, the Committee (or
its delegatee) will so notify the Claimant and the Committee (or
its delegatee) will render the decision as soon as possible, but
no later than 120 days after receipt of the request for review.

	4.04	Payment Due an Incompetent - If EBPAC (or its delegatee)
receives evidence that the Participant or Beneficiary entitled to receive
any payment under the Plan is physically or mentally incompetent to receive
such payment, EBPAC (or its delegatee) may, in its sole discretion, direct
the payment to any other person or trust which has been legally appointed
by the courts.  Such payment shall completely discharge the Employer from
all liability with respect to such benefit.

	4.05	Liability for Payment; Expenses - Each Employer shall be
liable for the payment of benefits which are payable hereunder to its
Employees.  The expenses of administering the Plan shall be paid by the
Employers, as directed by Group.

ARTICLE V
AMENDMENT AND TERMINATION

	5.01	Amendment -

		(a)	In General - Except to the extent otherwise
reserved to the Committee, the President or any Vice President of Group
(the "Corporate Officers") shall have the right to amend this Plan at any
time and from time to time, including a retroactive amendment.  The
Committee expressly reserves the right to amend Sections 1.01, 1.03, 1.04,
1.05, 1.06, 1.08, 1.12, 1.13, 1.16, 2.01, 3.01, 3.02, 3.04(b), 4.06, 5.01,
5.02, 5.03, and 6.02 hereof and shall have the right to amend any such
section or sections at any time or from time to time, including a
retroactive amendment.  Any such amendment shall become effective upon the
date stated therein, and shall be binding on the Participant and his
Beneficiary, except as otherwise provided in such amendment or this Section
5.01.

		(b)	Amendment Affecting Accrued Benefit - No
amendment to the Plan (including a change in the actuarial basis for
determining optional or early retirement benefits) shall be effective to
the extent that it has the effect of decreasing a Participant's benefits
accrued under the Plan as of the date of such amendment, and no amendment
may suspend the crediting of theoretical earnings (described in Subsection
3.01(c)(2)) on the balance of a Participant's supplemental matching
contribution account (as described in Subsection 3.01(c)), until the entire
balance of such account has been distributed, in either case, without the
prior written consent of the affected Participant.

		(c)	Amendment of Vesting Schedule - If the vesting
provisions of the Plan are amended in any way that directly or indirectly
affects the computation of a Participant's vested benefits accrued under
the Plan, each Participant may elect to have his vested benefits accrued
under the Plan computed without regard to such amendment, except that no
such election shall be required for any Participant whose vested percentage
under the Plan, as amended, cannot at any time be less than such
Participant's vested percentage determined without regard to such
amendment.

	5.02	Termination or Merger of the Plan - Group has established
this Plan with the bona fide intention and expectation that from year-to-
year it will deem it advisable to continue it in effect.  However, the
Committee, in its sole discretion, reserves the right to terminate the Plan
in its entirety at any time.  In the event this Plan is terminated, the
rights of all affected Participants to benefits accrued under the Plan as
of the date of such termination shall be immediately vested, subject to
Subsection 3.02(c).  No such termination may adversely affect any
Participant's accrued benefits as of the date of such termination and no
such termination may suspend the crediting of theoretical earning (as
described in Subsection 3.01(c)(2)) on the balance of a Participant's
supplemental matching contribution account (as described in Subsection
3.01(c)), until the entire balance of such account has been distributed.

	In the event of a merger or consolidation of this Plan with any
other plan, each Participant's benefits under the Plan immediately after
such merger or consolidation shall be equal to or greater than the accrued
benefits the Participant would have received had the Plan terminated
immediately before the merger or consolidation.

	5.03	Supplements - In adopting the Plan or at any time
thereafter, an Employer may adopt a Supplement which modifies or adds to
the Plan.  Any Supplement shall be effective only if approved by a
Corporate Officer, and the Committee if, and to the extent, that such
Supplement modifies a provision of a section enumerated in Section 5.01
which is amendable only by the Committee.  Upon its effective date, such
Supplement shall be deemed incorporated by reference into the Plan as
adopted by such Employer.  In the event of any discrepancy between a
Supplement and the provisions of the Plan, the provisions of the Supplement
shall govern.

	5.04	Withdrawal by Employer - Any Employer (other than Group)
which adopts this Plan may elect separately to withdraw from the Plan and
such withdrawal shall constitute a termination of the Plan as to it.  Upon
such withdrawal, such terminating Employer shall continue to be an Employer
for the purposes hereof as to Participants or Beneficiaries to whom it owes
obligations hereunder, and such termination shall be subject to the
limitations and other conditions described in Section 5.02.

ARTICLE VI
MISCELLANEOUS

	6.01	No Trust Created - Nothing contained in this Plan, and no
action taken pursuant to its provisions by the Employer or its affiliates
shall create, or be construed to create, a trust of any kind, or a
fiduciary relationship between the Employer and the Participants or their
beneficiaries.

	6.02	Funding - The Employer is not required to and shall not
fund (within the meaning of the Federal tax laws) this Plan.  The benefits
payable under this Plan to  Participants or their Beneficiaries may be made
from the general assets of the Employer or from such other assets
earmarked, deposited, contributed to a trust, or otherwise set aside to
fund benefits under this Plan.  It is intended that the Employer's
obligation under this Plan be an unfunded and unsecured promise to pay
money in the future.  Any funds earmarked, deposited, contributed to a
trust, or otherwise set aside by the Employer to assist it in satisfying
its obligations under this Plan shall be subject to the claims of general
creditors of the Employer.  The Participants' (or their Beneficiaries')
rights to benefits under this Plan which are payable by the Employer shall
be no greater than the right of any unsecured general creditor of the
Employer, and the Participants (and their Beneficiaries) shall not have any
security interest in any assets (including, but not limited to, assets
earmarked, deposited, contributed to a trust, or otherwise set aside to
fund benefits provided under the Plan) of the Employer.

	6.03	Top Hat Plan - It is the Employer's intention that this
Plan be construed as an unfunded, nonqualified deferred compensation plan
maintained for a select group of management or highly compensated employees
within the meaning of Section 201(2) of ERISA.  With respect to amounts
received under the Plan after December 31, 1995, the Plan shall be treated
as two separate plans, one maintained solely for the purpose of providing
retirement benefits for Employees in excess of the limitations imposed by
Sections 401(a)(17), 401(m), or 415 of the Code or any other limitation on
contributions or benefits in the Code on plans to which any of the sections
described in 4 U.S.C. Sec. 114(b)(1)(I)(ii) apply (i.e., the source tax
plan), and the other providing any other benefits provided by the Plan
(i.e., the non-source tax plan).

	6.04	Effect on Benefits under other Plans - Any benefits
payable under this Plan shall not be considered salary or other
compensation to the Participant for purposes of computing benefits to which
he may be entitled under any other employee benefit plan established or
maintained by the Employer or its affiliates, except to the extent provided
in such other employee benefit plan.

	6.05	Spendthrift Clause - Except as provided in Sections 3.05
and 3.06, no right, title or interest of any kind in the Plan shall be
transferable or assignable by a Participant or Beneficiary or be subject to
alienation, anticipation, encumbrance, garnishment, attachment, execution
or levy of any kind, whether voluntary or involuntary nor subject to the
debts, contracts, liabilities, engagements, or torts of a Participant or
Beneficiary.  Any attempt to alienate, sell, transfer, assign, pledge,
garnish, attach or otherwise subject to legal or equitable process or
encumber or dispose of any interest in the Plan shall be void, except as
provided by Sections 3.05 and 3.06.

	6.06	Rights Against the Employer - The establishment of this
Plan shall not be construed as giving to a Participant, Beneficiary,
employee or any person whomsoever, any legal, equitable or other rights
against Group or its affiliates, or their officers, directors, agents or
shareholders, or as giving to the Participant, Beneficiary, employee or any
person whomsoever any equity or other interest in the assets, business or
shares of Group or its affiliates' stock.

	6.07	No Contract of Employment - Nothing contained in this Plan
shall be construed to be a contract of employment or as conferring upon a
Participant the right to continue to be employed by the Employer in his
present capacity or in any capacity.  The Participant shall be subject to
discharge to the same extent he would have been if this Plan had never been
adopted.

	6.08	Indemnity Upon Change of Control - If upon a Change of
Control it becomes necessary for a Participant (or his Beneficiary) to
institute a claim, by litigation or otherwise, to enforce his rights under
this Plan, Group (and its successors and assigns) shall indemnify such
Participant (or his Beneficiary) from and against all costs and expenses,
including legal fees, incurred by him in instituting and maintaining such
claim.

	6.09	Successors - This Plan shall be binding upon Group and its
successors and assigns, and Participants, their Beneficiaries, successors,
heirs, executors, administrators and beneficiaries.

	6.10	Severability - In the event that any provision of this
Plan shall be declared illegal or invalid for any reason, said illegality
or invalidity shall not affect the remaining provisions of this Plan but
shall be fully severable and this Plan shall be construed and enforced as
if said illegal or invalid provision had never been inserted herein.

	6.11	Governing Law - The validity and effect of this Plan and
the rights and obligations of all persons affected hereby shall be
construed and determined in accordance with the laws of the State of
Florida unless superseded by federal law.

	6.12	Construction - The article and section headings and
numbers are included only for convenience of reference and are not to be
taken as limiting or extending the meaning of any of the terms and
provisions of this Plan.  Whenever appropriate, words used in the singular
shall include the plural or the plural may be read as the singular.  When
used herein, the masculine gender includes the feminine gender.

	IN WITNESS WHEREOF, the Compensation Committee of the Board of
Directors has caused this Plan to be signed by its duly appointed officers
and its corporate seal to be hereunto affixed as of the day and year first
written above.

FPL GROUP, INC.

By: LARRY KELLEHER

Title: Sr. Vice President, Human Resources
			(Seal)

APPENDIX A

List of Participating Employers


1.	Florida Power & Light Company
2. ESI Energy, Inc.
3. FPL Group International, Inc.

APPENDIX B

List of Participants


Participant Name	Class A Executive

Alfonso, A.
Altmann, A.F.
Broadhead, J.L.	          X
Coyle, D.P.	          X
Davis, K.M.
Evanson, P.J.	          X
Gelber, L.
Hamilton, W.W.
Hertz, J.E.
Higgins, J.P.
Hovey, R.J.
Kelleher, L.J.	          X
Kirk, T.F.	          X
Klinger, D.M.
Kundalkar, R.J.
Laseter, L.J.
Levin, S.H.
Marshall, R.M.
Milne, J.G.	          X
Norris, J.C.
Olivera, A.J.
Petillo, J.T.
Plunkett, T.F.
Rodriguez, A.
Sager, D.A.
Samil, D.L.	          X
Scalf, J.E.
Stall, J.A.
Stewart, R.E.
Sullivan, G.E.
Walker, W.G.
Werneburg, K.R.	          X
Wilson, M.M.
Woody, C.O.
Yackira, M.W.	          X