EXHIBIT 10

			    EMPLOYMENT AGREEMENT


	Employment Agreement between FPL GROUP, INC., a Florida corporation 
(the "Company"), and Roger Young (the "Executive"), dated as of February 22, 
1999.

	The Board of Directors of the Company (the "Board"), has determined 
that it is in the best interests of the Company and its shareholders to assure 
that the Company and its affiliated companies will have the continued 
dedication of the Executive, notwithstanding the possibility, threat or 
occurrence of a Change of Control (as defined below) of the Company.  The 
Board believes it is imperative to diminish the inevitable distraction of the 
Executive by virtue of the personal uncertainties and risks created by a 
pending or threatened Change of Control and to encourage the Executive's 
full attention and dedication to the Company and its affiliated companies 
currently and in the event of any threatened or pending Change of Control, 
and to provide the Executive with compensation and benefits arrangements 
upon a Change of Control which ensure that the compensation and benefits 
expectations of the Executive will be satisfied and which are competitive 
with those of other corporations.  Therefore, in order to accomplish these 
objectives, the Board has caused the Company to enter into this Agreement.
	
	Therefore, the Company and the Executive agree as follows:

	1.  Effective Date.  The effective date of this Agreement shall be the 
date on which a Change of Control occurs (the "Effective Date").  Anything in 
this Agreement to the contrary notwithstanding, if a Change of Control occurs 
and if the Executive's employment with the Company or its affiliated companies 
is terminated or the Executive ceases to be an officer of the Company or its 
affiliated companies prior to the date on which the Change of Control occurs, 
and if it is reasonably demonstrated by the Executive that such termination of 
employment or cessation of status as an officer (i) was at the request of a 
third party who has taken steps reasonably calculated to effect the Change of 
Control or (ii) otherwise arose in connection with or anticipation of the 
Change of Control, then for all purposes of this Agreement 
the "Effective Date" shall mean the date immediately prior to the date of 
such termination of employment or cessation of status as an officer.

	2.  Change of Control.  For the purposes of this Agreement, a "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 the Company (the "Outstanding 
Company Common Stock") or (ii) the combined voting power of the then 
outstanding voting securities of the Company 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 the Company or any or its 
subsidiaries, (ii) any acquisition by any employee benefit plan (or 
related trust) sponsored or maintained by the Company 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 
the Company'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 the Company 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 the Company of (i) a complete 
liquidation or dissolution of the Company or (ii) the sale or other 
disposition of all or substantially all of the assets of the Company, 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 the Company of all or 
substantially all of the assets of the Company" shall mean a sale or other 
disposition transaction or series of related transactions involving assets of 
the Company or of any direct or indirect subsidiary of the Company (including 
the stock of any direct or indirect subsidiary of the Company) 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 the Company (as hereinafter defined).  The "fair market 
value of the Company" shall be the aggregate market value of the then 
Outstanding Company Common Stock (on a fully diluted basis) plus the 
aggregate market value of the Company'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 the Company 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. 

	3.  Employment Period.  The Company hereby agrees to continue the 
Executive in its or its affiliated companies' employ, or both, as the case 
may be, and the Executive hereby agrees to remain in the employ of the 
Company, or its affiliated companies, or both, as the case may be, for a 
period commencing on the Effective Date and ending on the 4th anniversary 
of such date (the "Employment Period").  As used in this Agreement, the 
term "affiliated companies" shall include any corporation or other 
entity controlled by, controlling or under common control with the Company.

	4.  Position and Duties.  During the Employment Period, the 
Executive's position (including status, offices, titles, and reporting 
requirements), authority, duties, and responsibilities with the 
Company or its affiliated companies or both, as the case may be, shall 
be at least commensurate in all material respects with the most 
significant of those held, exercised, and assigned at any time during the 
90-day period immediately preceding the Effective Date.  The Executive's 
services shall be performed at the location where the Executive was 
employed immediately preceding the Effective Date or any location less 
than 20 miles from such location. 

	During the Employment Period, and excluding any periods of vacation 
and sick leave to which the Executive is entitled, the Executive agrees 
to devote full time and attention during normal business hours to 
the business and affairs of the Company and its affiliated companies.  
It shall not be a violation of this Agreement for the Executive to serve 
on corporate, civic or charitable boards or committees, deliver lectures, 
fulfill speaking engagements or teach at educational institutions and 
manage personal investments, so long as such activities do not 
significantly interfere with the performance of the Executive's 
responsibilities as an employee of the Company or its affiliated 
companies in accordance with this Agreement.  It is expressly understood and 
agreed that to the extent that any such activities have been conducted by the 
Executive prior to the Effective Date, the continued conduct of such 
activities (or the conduct of activities similar in nature and scope 
thereto) subsequent to the Effective Date shall not be deemed to 
interfere with the performance of the Executive's responsibilities to 
the Company and its affiliated companies.

	5.  Compensation.  During the Employment Period, the Executive 
shall be compensated as follows:

	(a)  Annual Base Salary.  The Executive shall be paid an annual base 
salary ("Annual Base Salary"), in equal biweekly installments, at least equal 
to the annual base salary being paid to the Executive by the Company and 
its affiliated companies with respect to the year in which the Effective 
Date occurs.  The Annual Base Salary shall be reviewed at least annually 
and shall be increased substantially consistent with increases in base 
salary generally awarded to other peer executives of the Company and its 
affiliated companies.  Such increases shall in no event be less than 
the increases in the U.S. Department of Labor Consumer Price Index - U.S. 
City Average Index.  Any increase in Annual Base Salary shall not serve 
to limit or reduce any other obligation to the Executive under this 
Agreement.  Annual Base Salary shall not be reduced after any such 
increase and the term Annual Base Salary as utilized in this Agreement 
shall refer to Annual Base Salary as so increased.  As used in 
this Agreement, the term "affiliated companies" shall include any 
corporation or other entity controlled by, controlling or under 
common control with the Company.

	(b)  Annual Bonus.  In addition to Annual Base Salary, the Executive 
shall be awarded, for each fiscal year ending during the Employment Period, 
an annual bonus (the "Annual Bonus") in cash at least equal to the 
average annual incentive compensation (annualized for any fiscal year 
consisting of less than twelve full months or with respect to which the 
Executive has been employed by the Company for less than twelve full months) 
paid or payable, including by reason of any deferral, to the Executive by 
the Company and its affiliated companies in respect of the two fiscal years 
immediately preceding the fiscal year in which the Effective Date occurs 
(the "Recent Average Bonus").  The higher of the Recent Average Bonus or 
the most recent Annual Bonus awarded by the Company and its affiliated 
companies after the Effective Date is herein called the "Highest Annual 
Bonus".  Each such Annual Bonus shall be paid no later than the end of 
the third month of the fiscal year next following the fiscal year for 
which the Annual Bonus is awarded, unless the Executive shall elect to 
defer the receipt of such Annual Bonus.

	(c)  Long Term Incentive Compensation.  During the Employment Period, 
the Executive shall be entitled to participate in all incentive compensation 
plans, practices, policies, and programs applicable generally to other peer 
executives of the Company and its affiliated companies, but in no event shall 
such plans, practices, policies, and programs provide the Executive with 
incentive opportunities and potential benefits, both as to amount and 
percentage of compensation, less favorable, in the aggregate, than 
those provided by the Company and its affiliated companies for the 
Executive under the FPL Group Long Term Incentive Plan (including, without 
limitation, performance share grants and awards) as in effect at any 
time during the 90-day period immediately preceding the Effective Date 
or; if more favorable to the Executive, those provided generally at any 
time after the Effective Date to other peer executives of the Company and 
its affiliated companies.

	(d)  Savings and Retirement Plans.  During the Employment Period, the 
Executive shall be entitled to participate in all savings and retirement 
plans, practices, policies, and programs applicable generally  to other 
peer executives of the Company and its affiliated companies, but in 
no event shall such plans, practices, policies, and programs provide the 
Executive with savings opportunities and retirement benefit opportunities, 
in each case, less favorable, in the aggregate, than the most 
favorable of those provided by the Company and its affiliated companies for 
the Executive under such plans, practices, policies, and programs as in 
effect at any time during the 90-day period immediately preceding the 
Effective Date or, if more favorable to the Executive, those provided 
generally at any time after the Effective Date to other peer executives 
of the Company and its affiliated companies.

	(e)  Benefit Plans.  During the Employment Period, the Executive 
and/or the Executive's family, as the case may be, shall be eligible for 
participation in and shall receive all benefits under welfare benefit 
plans, practices, policies, and programs provided by the Company and 
its affiliated companies (including, without limitation, medical, executive 
medical, prescription, dental, vision, short-term disability, long-term 
disability, executive long-term disability, salary continuance, employee 
life, group life, benefits pursuant to a split dollar arrangement, 
accidental death and dismemberment, and travel accident insurance plans 
and programs) to the extent applicable generally to other peer executives 
of the Company and its affiliated companies but in no event shall such 
plans, practices, policies, and programs provide the Executive with benefits 
which are less favorable, in the aggregate, than the most favorable of 
such plans, practices, policies, and programs in effect for the Executive 
at any time during the 90-day period immediately preceding the Effective 
Date or, if more favorable to the Executive, those provided generally 
at any time after the Effective Date to other peer executives of the 
Company and its affiliated companies.

	(f)  Expenses.  During the Employment Period, the Executive shall be 
entitled to receive prompt reimbursement for all reasonable expenses incurred 
by the Executive in accordance with the most favorable policies, practices, 
and procedures of the Company and its affiliated companies in effect for 
the Executive at any time during the 90-day period immediately preceding 
the Effective Date or, if more favorable to the Executive, as in effect 
generally at any time thereafter with respect to other peer executives of 
the Company and its affiliated companies.
	
	(g)  Fringe Benefits.  During the Employment Period, the Executive 
shall be entitled to fringe benefits in accordance with the most favorable 
plans, practices, programs, and policies of the Company and its affiliated 
companies in effect for the Executive at any time during the 90-day period 
immediately preceding the Effective Date or, if more favorable to the 
Executive, as in effect generally at any time thereafter with respect to 
other peer executives of the Company and its affiliated companies.

	(h)  Office and Support Staff.  During the Employment Period, the 
Executive shall be entitled to an office or offices of a size and with 
furnishings and other appointments, and to exclusive personal secretarial and 
other assistance, at least equal to the most favorable of the foregoing 
provided to the Executive by the Company and its affiliated companies at 
any time during the 90-day period immediately preceding the Effective Date 
or, if more favorable to the Executive, as provided generally at any 
time thereafter with respect to other peer executives of the Company 
and its affiliated companies.

	(i)  Vacation.  During the Employment Period, the Executive shall be 
entitled to paid vacation in accordance with the most favorable plans, 
policies, programs, and practices of the Company and its affiliated 
companies as in effect for the Executive at any time during the 90-day 
period immediately preceding the Effective Date or, if more favorable to 
the Executive, as in effect generally at any time thereafter with respect 
to other peer incentives of the Company and its affiliated companies.

	6.  Termination of Employment.

	(a)  Disability.  If the Company determines in good faith that the 
Disability of the Executive has occurred during the Employment Period (pursuant 
to the definition of Disability set forth below), it may give to the Executive 
written notice in accordance with Section 13(b) of this Agreement of its 
intention to terminate the Executive's employment.  In such event, the 
Executive's employment with the Company shall terminate effective on the 30th 
day after receipt of such notice by the Executive  (the "Disability Effective 
Date"), provided that, within the 30 days after such receipt, the Executive 
shall not have returned to full-time performance of the Executive's duties.  
For purposes of this Agreement,  "Disability" shall mean the absence of 
the Executive from the Executive's duties with the Company on a full-time 
basis for 180 consecutive business days as a result of incapacity due to 
mental or physical illness which is determined to be total and permanent 
by a physician selected by the Company or its insurers and acceptable to 
the Executive or the Executive's legal representative (such agreement as 
to acceptability not to be withheld unreasonably).

	(b)  Cause.  The Company may terminate the Executive's employment 
during the Employment Period for Cause.  For purposes of this Agreement, 
"Cause" shall mean (i) repeated violations by the Executive of the 
Executive's obligations under Section 4 of this Agreement (other than as 
a result of incapacity due to physical or mental illness) which are 
demonstrably willful and deliberate on the Executive's part, which are 
committed in bad faith or without reasonable belief that such violations 
are in the best interests of the Company and which are not remedied in 
a reasonable period of time after receipt of written notice from the 
Company specifying such violations or (ii) the conviction of the 
Executive of a felony involving an act of dishonesty intended to result 
in substantial personal enrichment at the expense of the Company or its 
affiliated companies.

	(c)  Good Reason.  The Executive's employment may be terminated 
during the Employment Period by the Executive for Good Reason.

	For purposes of this Agreement, "Good Reason" shall mean:

		(i)  the assignment to the Executive of any duties 
inconsistent in any respect with the Executive's position (including 
status, offices, titles and reporting requirements), authority, duties 
or responsibilities as contemplated by Section 4 of this Agreement, or 
any other action by the Company which results in a diminution in such 
position, authority, duties or responsibilities, excluding for this 
purpose an isolated, insubstantial and inadvertent action not taken in 
bad faith and which is remedied by the Company promptly after receipt 
of notice thereof given by the Executive;

		(ii)  any failure by the Company to comply with any of the 
provisions of Section 5 of this Agreement, other than isolated, 
insubstantial and inadvertent failure not occurring in bad faith and 
which is remedied by the Company promptly after receipt of notice 
thereof given by the Executive;

		(iii)  the Company's requiring the Executive to be based at 
any office or location other than that described in Section 4 hereof;

		(iv)  any purported termination by the Company of the 
Executive's employment otherwise than as expressly permitted by this 
Agreement; or

		(v)  any failure by the Company to comply with and satisfy 
Section 12(c) of this Agreement, provided that such successor has 
received at least ten days prior written notice from the Company or the 
Executive of the requirements of Section 12(c) of the Agreement.

	For purposes of this Section 6(c), any good faith determination of 
"Good Reason" made by the Executive shall be conclusive.

	(d)  Notice of Termination.  Any termination by the Company for 
Cause, or by the Executive for Good Reason, shall be communicated by 
Notice of Termination to the other party hereto given in accordance with 
Section 13(b) of this Agreement.  For purposes of this Agreement, a 
"Notice of Termination" means a written notice which (i) indicates the 
specific termination provision in this Agreement relied upon, (ii) to 
the extent applicable, sets forth in reasonable detail the facts and 
circumstances claimed to provide a basis for termination of the 
Executive's employment under the provision so indicated and (iii) if the 
Date of Termination (as defined below) is other than the date of receipt of 
such notice, specifies the termination date (which date shall be not more 
than fifteen days after the giving of such notice).  The failure by the 
Executive or the Company to set forth in the Notice of Termination any 
fact or circumstances which contributes to a showing of Good Reason or 
Cause shall not waive any right of the Executive or the Company hereunder 
or preclude the Executive or the Company from asserting such fact or 
circumstance in enforcing the Executive's or the Company's rights hereunder.

	(e) Date of Termination.  "Date of Termination" means (i) if the 
Executive's employment is terminated by the Company for Cause, or by the 
Executive for Good Reason, the date of receipt of the Notice of Termination 
or any later date specified therein, as the case may be, (ii) if the 
Executive's employment is terminated by the Company other than for Cause 
or Disability, the Date of Termination shall be the date on which the 
Company notifies the Executive of such termination and (iii) if the 
Executive's employment is terminated by reason of Disability, the Date 
of Termination shall be the Disability Effective Date.

	7.  Obligations of the Company upon Termination.

	(a)  Good Reason; Other Than for Cause or Disability.  If, during the 
Employment Period, the Company terminates the Executive's employment other 
than for Cause or Disability or the Executive terminates employment for 
Good Reason:

		(i)  the Company shall pay to the Executive in a lump sum in 
cash within 30 days after the Date of Termination the aggregate of the 
following amounts (such aggregate being hereinafter referred to as the 
"Special Termination Amount"):

			A.  the sum of (1) the Executive's Annual Base Salary 
through the Date of Termination to the extent not theretofore 
paid, (2) the product of (x) the Highest Annual Bonus and (y) 
a fraction, the numerator of which is the number of days in 
the current fiscal year through the Date of Termination, and 
the denominator of which is 365 and (3) any compensation 
previously deferred by the Executive (together with any 
accrued interest or earnings thereon) (including, without 
limitation, compensation, bonus, incentive compensation or 
awards deferred under the FPL Group, Inc. Deferred 
Compensation Plan or incentive compensation or awards deferred 
under the FPL Group, Inc. Long-Term Incentive Plan of 1985, 
the FPL Group, Inc. Long Term Incentive Plan of 1994, or 
pursuant to an individual deferral agreement) and any accrued 
vacation pay, in each case to the extent not theretofore paid 
(the sum of the amounts described in clauses (1), (2), and (3) 
being herein called the "Accrued Obligations"); and 

			B.  the amount equal to the product of (1) the 
greater of two or the number of years (with any partial year 
expressed as a fraction) remaining in the Employment Period 
and (2) the sum of (x) the Executive's Annual Base Salary and 
(y) the Highest Annual Bonus; provided, however, that such 
amount shall be paid in lieu of, and the Executive hereby 
waives the right to receive, any other amount of severance 
relating to salary or bonus continuation to be received by the 
Executive upon termination of employment of the Executive 
under any severance plan, policy or arrangement of the 
Company; and 

	       C.  the maximum amount payable under all performance 
share grants and all other long term incentive compensation 
grants to the Executive, calculated as though the Executive 
had remained employed by the Company for the remainder of the 
Employment Period and on the basis of actual achievement of 
performance measures through the end of the fiscal year 
preceding the fiscal year in which the Date of Termination 
occurs and thereafter assuming 100% achievement of all 
performance measures through the end of the Employment Period; 
and

		D.  a separate lump-sum supplemental retirement 
benefit equal to the difference between (1) the actuarial 
equivalent (utilizing for this purpose the actuarial 
assumptions utilized with respect to the FPL Group Employee 
Pension Plan (or any successor plan thereto) (the "Retirement 
Plan") during the 90-day period immediately preceding the 
Effective Date) of the benefit payable under the Retirement 
Plan and all supplemental and/or excess retirement plans 
providing benefits for the Executive (the "SERP") (including, 
but not limited to the Supplemental Pension Benefit (as 
defined in the FPL Group, Inc. Supplemental Executive 
Retirement Plan)) which the Executive would receive if the 
Executive's employment continued at the compensation level 
provided for in Sections 5(a) and 5(b) of this Agreement for 
the remainder of the Employment Period, assuming for this 
purpose that all accrued benefits are fully vested and that 
benefit accrual formulas are no less advantageous to the 
Executive than those in effect during the 90-day period 
immediately preceding the Effective Date, or, if more 
favorable to the Executive, as in effect generally at any time 
thereafter during the Employment Period with respect to other 
peer executives of the Company and its affiliated companies, 
and (2) the actuarial equivalent (utilizing for this purpose 
the actuarial assumptions utilized with respect to the 
Retirement Plan during the 90-day period immediately preceding 
the Effective Date) of the Executive's actual benefit (paid or 
payable), if any, under the Retirement Plan and the SERP; and 
		
	       E.  a separate lump-sum supplemental retirement 
benefit equal to the difference between (1) the value of the 
Company Account (as defined in the FPL Group Employee Thrift 
Plan or any successor plan thereto) (the "Thrift Plan") and 
any other matching contribution accounts (including, but not 
limited to the Supplemental Matching Contribution Account (as 
defined in the FPL Group, Inc. Supplemental Executive 
Retirement Plan) under a SERP which the Executive would 
receive if (i) the Executive's employment continued at the 
compensation level provided for in Sections 5(a) and 5(b) of 
this Agreement for the remainder of the Employment Period, 
(ii) the Executive made pre- and after-tax contributions at 
the highest permissible rate (disregarding any limitations 
imposed by the Internal Revenue Code, which may or may not be 
set forth in the Thrift Plan) for each year remaining in the 
Employment Period, (iii) the Company Account and the matching 
contribution accounts are fully vested, and (iv) the matching 
contribution formulas are no less advantageous to the 
Executive than those in effect during the 90-day period 
immediately preceding the Effective Date or, if more favorable 
to the Executive, as in effect generally at any time during 
the remainder of the Employment Period with respect to other 
peer executives of the Company and its affiliated companies, 
and (2) the actual value of the Executive's Company Account 
and matching contribution accounts (paid or payable), if any, 
under the Thrift Plan and the SERP; and

		(ii)  for the remainder of the Employment Period, or such 
longer period as any plan, program, practice or policy may provide, the 
Company shall continue benefits to the Executive and/or the Executive's 
family at least equal to those which would have been provided to them 
in accordance with the plans, programs, practices and policies 
described in Sections 5(e) and 5(g) of this Agreement if the 
Executive's employment had not been terminated, in accordance with the 
most favorable plans, practices, programs or policies of the Company 
and its affiliated companies applicable generally to other peer 
executives and their families during the 90-day period immediately 
preceding the Effective Date or, if more favorable to the Executive, as 
in effect generally at any time thereafter with respect to other peer 
executives of the Company and its affiliated companies and their 
families, provided, however, that if the Executive becomes reemployed 
with another employer and is eligible to receive medical or other 
welfare benefits under another employer provided plan, the medical and 
other welfare benefits described herein shall be secondary to those 
provided under such other plan during such applicable period of 
eligibility.  For purposes of determining eligibility of the Executive 
for retiree benefits pursuant to such plans, practices, programs and 
policies, the Executive shall be considered to have remained employed 
until the end of the Employment Period and to have retired on the last 
day of such period; and

		(iii)  to the extent not theretofore paid or provided, the 
Company shall timely pay or provide to the Executive any other amounts 
or benefits required to be paid or provided or which the Executive is 
eligible to receive pursuant to this Agreement or otherwise under any 
plan, program, policy or practice or contract or agreement of the 
Company and its affiliated companies (such other amounts and benefits 
shall be hereinafter referred to as the "Other Benefits"), but 
excluding solely for purposes of this Section 7(a)(iii) amounts waived 
by the Executive pursuant to Section 7(a)(i)(B).


	(b)  Death.  Upon the Executive's death during the Employment Period, 
this Agreement shall terminate without further obligations to the Executive's 
legal representatives under this Agreement, other than for payment of Accrued 
Obligations and the timely payment or provision of Other Benefits.  All 
Accrued Obligations shall be paid to the Executive's estate or 
beneficiary, as applicable, in a lump sum in cash within 30 days of the 
Date of Termination.  The term Other Benefits as utilized in this 
Section 7(b) shall include, without limitation, and the Executive's 
family shall be entitled to receive, benefits at least equal to the most 
favorable benefits provided by the Company and any of its affiliated 
companies to surviving families of peer executives of the Company and 
such affiliated companies under such plans, programs, practices and policies 
relating to family death benefits, if any, as in effect with respect to 
other peer executives and their families at any time during the 90-day 
period immediately preceding the Effective Date or, if more favorable to 
the Executive and/or the Executive's family, as in effect on the date of 
the Executive's death with respect to other peer executives of the 
Company and its affiliated companies and their families.

	(c)  Disability.  If the Executive's employment is terminated by 
reason of the Executive's Disability during the Employment Period, this 
Agreement shall terminate without further obligations to the Executive, 
other than for payment of Accrued Obligations and the timely payment or 
provision of Other Benefits.  All Accrued Obligations shall be paid to 
the Executive in a lump sum in cash within 30 days of the Date of 
Termination.  The term Other Benefits as utilized in this Section 7(c) 
shall include, and the Executive shall be entitled after the Disability 
Effective Date to receive, disability and other benefits at least equal 
to the most favorable of those generally provided by the Company and its 
affiliated companies to disabled executives and/or their families in 
accordance with such plans, programs, practices and policies relating 
to disability, if any, as in effect generally with respect to other 
peer executives and their families at any time during the 90-day period 
immediately preceding the Effective Date or, if more favorable to the 
Executive and/or the Executive's family, as in effect at any time 
thereafter generally with respect to other peer executives of the 
Company and its affiliated companies and their families.

	(d)  Cause; Other Than for Good Reason.  If the Executive's 
employment shall be terminated for Cause during the Employment Period, this 
Agreement shall terminate without further obligations to the Executive 
other than the obligation to pay to the Executive Annual Base Salary 
through the Date of Termination plus the amount of any compensation 
previously deferred by the Executive, in each case to the extent 
theretofore unpaid.  If the Executive terminates employment during the 
Employment Period, excluding a termination for Good Reason, this Agreement 
shall terminate without further obligations to the Executive, other 
than for Accrued Obligations and the timely payment or provision of Other 
Benefits.  In such case, all Accrued Obligations shall be paid to the 
Executive in a lump sum in cash within 30 days of the Date of Termination.

	8.  Non-exclusivity of Rights.  Except as provided in Sections 
7(a)(i)(B), 7(a)(ii), and 7(a)(iii) of this Agreement, nothing in this 
Agreement shall prevent or limit the Executive's continuing or future 
participation in any plan, program, policy or practice provided by the 
Company or any of its affiliated companies and for which the Executive 
may qualify, nor shall anything herein limit or otherwise affect such rights 
as the Executive may have under any contract or agreement with the Company 
or any of its affiliated companies.  Amounts which are vested benefits or 
which the Executive is otherwise entitled to receive under any plan, 
policy, practice or program of or any contract or agreement with the 
Company or any of its affiliated companies at or subsequent to the 
Date of Termination shall be payable in accordance with such plan, 
policy, practice or program or contract or agreement except as explicitly 
modified by this Agreement.

	9.  Full Settlement.  The Company's obligation to make the payments 
provided for in this Agreement and otherwise to perform its obligations 
hereunder shall not be affected by any set-off, counterclaim, recoupment, 
defense or other claim, right or action which the Company may have against 
the Executive or others.  In no event shall the Executive be obligated 
to seek other employment or take any other action by way of mitigation 
of the amounts payable to the Executive under any of the provisions of 
this Agreement and, except as provided in Section 7(a)(ii) of this 
Agreement, such amounts shall not be reduced whether or not the Executive 
obtains other employment.  The Company agrees to pay, to the full extent 
permitted by law, all legal fees and expenses which the Executive may 
reasonably incur at all stages of proceedings, including, without 
limitation, preparation and appellate review, as a result of any 
contest (regardless of whether formal legal proceedings are ever 
commenced and regardless of the outcome thereof) by the Company, the 
Executive or others of the validity or enforceability of, or liability 
under, any provision of this Agreement or any guarantee of performance 
thereof (including as a result of any contest by the Executive about 
the amount of any payment pursuant to this Agreement), plus in each 
case interest on any delayed payment at the applicable Federal rate 
provided for in Section 7872 (f)(2)(A) of the Internal Revenue Code 
of 1986, as amended (the "Code").

	10.  Certain Additional Payments by the Company.  Anything in this 
Agreement to the contrary notwithstanding, in the event it shall be 
determined that any payment or distribution by the Company to or for the 
benefit of the Executive (whether paid or payable or distributed or 
distributable pursuant to the terms of this Agreement or otherwise, but 
determined without regard to any additional payments required under 
this Section 10) (a "Payment") would be subject to the excise tax 
imposed by Section 4999 of the Code or any interest or penalties are 
incurred by the Executive with respect to such excise tax (such excise 
tax, together with any such interest and penalties, are hereinafter 
collectively referred to as the "Excise Tax"), then the Executive shall be 
entitled to receive an additional payment (a "Gross-Up Payment") in an 
amount such that after payment by the Executive of all taxes (including 
any interest or penalties imposed with respect to such taxes), 
including, without limitation, any income taxes (and any interest 
and penalties imposed with respect thereto) and Excise Tax imposed upon the 
Gross-Up Payment, the Executive retains an amount of Gross-Up Payment 
equal to the Excise Tax imposed upon the Payments.

	11.  Confidential Information.  The Executive shall hold in a 
fiduciary capacity for the benefit of the Company all secret or confidential 
information, knowledge or data relating to the Company or any of its 
affiliated companies, and their respective businesses, which shall have 
been obtained by the Executive during the Executive's employment by 
the Company or any of its affiliated companies and which shall not be or 
become public knowledge (other than by acts by the Executive or 
representatives of the Executive in violation of this Agreement).  
After termination of the Executive's employment with the Company, the 
Executive shall not, without the prior written consent of the Company or 
as may otherwise be required by law or legal process, communicate or 
divulge any such information, knowledge or data to anyone other 
than the Company and those designated by it.  In no event shall an 
asserted violation of the provisions of this Section 11 constitute a 
basis for deferring or withholding any amounts otherwise payable to 
the Executive under this Agreement.

	12.  Successors.  

	(a)  This Agreement is personal to the Executive and without the 
prior written consent of the Company shall not be assignable by 
the Executive otherwise than by will or the laws of descent and 
distribution.  This Agreement shall inure to the benefit of and be 
enforceable by the Executive's legal representatives.

	(b)  This Agreement shall inure to the benefit of and be binding upon 
the Company and its successors and assigns.

	(c)  The Company shall require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and /or assets of the Company to assume 
expressly and agree to perform this Agreement in the same manner and to the 
same extent that the Company would be required to perform it if no 
such succession had taken place.  As used in this Agreement, "Company" 
shall mean the Company as hereinbefore defined and any successor to its 
business and/or assets as aforesaid which assumes and agrees to perform 
this Agreement by operation of law, or otherwise.

	13.  Miscellaneous.  

	(a)  This Agreement shall be governed by and construed in accordance 
with the laws of the State of Florida, without reference to principles of 
conflict of laws.  The captions of this Agreement are not part of the 
provisions hereof and shall have no force or effect.  This Agreement may 
not be amended or modified otherwise than by a written agreement executed 
by the parties hereto or their respective successors and legal 
representatives.

	(b)  All notices and other communications hereunder shall be in 
writing and shall be given by hand delivery to the other party or by 
registered or certified mail, return receipt requested, postage prepaid, 
addressed as follows:



		If to the Executive:

		Roger Young
		19001 SE Mack Dairy Road
		Jupiter, Florida 33478


		If to the Company:

		FPL Group, Inc.
		700 Universe Boulevard
		Juno Beach, Florida 33408

		Attention:  Vice President, Human Resources

or such other address as either party shall have furnished to the other in 
writing in accordance herewith.  Notice and communications shall be 
effective when actually received by the addressee.

	(c)  The invalidity or unenforceability of any provision of this 
Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement.

	(d)  The Company may withhold from any amounts payable under this 
Agreement such Federal, state or local taxes as shall be required to be 
withheld pursuant to any applicable law or regulation.

	(e)  The Executive's or the Company's failure to insist upon strict 
compliance with any provision hereof or any other provision of this Agreement
or the failure to assert any right the Executive or the Company may
hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to Section 6(c)(i)-(v) of
this Agreement, shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.

	(f)  The Executive and the Company acknowledge that, except as may 
otherwise be provided under any other written agreement between the Executive 
and the Company, the employment of the Executive by the Company is "at will" 
and, prior to the Effective Date, may be terminated by either the Executive or 
the Company at any time.  Moreover, except as provided in Section 1, if prior 
to the Effective Date, (i) the Executive's employment with the Company 
terminates or (ii) the Executive ceases to be an officer of the Company, then 
the Executive shall have no further rights under this Agreement.

	IN WITNESS WHEREOF, the Executive has hereunto set the Executive's 
hand and, pursuant to the authorization from the Board of Directors, the 
Company has caused these presents to be executed in its name on its behalf, 
all as of the day and year first above written.


						ROGER YOUNG     
						Roger Young




						FPL GROUP, INC.



					By    LAWRENCE J. KELLEHER    
					      Lawrence J. Kelleher
					 Vice President Human Resources