exhibit4b.htm


     

    
      

      

    

    
      Exhibit
4(b)

      


      FPL
GROUP CAPITAL INC

      FPL
GROUP, INC.

       

      OFFICER’S
CERTIFICATE

       

      Creating
the Series F Junior Subordinated Debentures due 2069

       

      Kathy
A. Beilhart, an Assistant Treasurer of FPL Group Capital Inc (the “Company”), and Kathy Beilhart,
an Assistant Treasurer of FPL Group, Inc. (the “Guarantor”), pursuant to the
authority granted in the accompanying Board Resolutions (all capitalized terms
used herein which are not defined herein or in Exhibit A hereto, but are defined
in the Indenture referred to below, shall have the meanings specified in the
Indenture), and Sections 201 and 301 of the Indenture, do hereby certify to The
Bank of New York Mellon (formerly known as The Bank of New York) (the “Trustee”), as Trustee under
the Indenture of the Company (For Unsecured Subordinated Debt Securities) dated
as of September 1, 2006 (the “Indenture”) that:

       

      
        	
                1.  

              	
                The
      securities to be issued under the Indenture shall be designated “Series F
      Junior Subordinated Debentures due 2069” (the “Debentures of the Sixth
      Series”) and shall be issued in substantially the form set forth as
      Exhibit A hereto;

              


      

       

      
        	
                2.  

              	
                The
      Debentures of the Sixth Series shall be issued by the Company in the
      initial aggregate principal amount of $375,000,000.  Additional
      Debentures of the Sixth Series, without limitation as to amount, having
      substantially the same terms as the Outstanding Debentures of the Sixth
      Series (except for the payment of interest accruing prior to the issue
      date of the additional Debentures of the Sixth Series or except for the
      first payment of interest following the issue date of the additional
      Debentures of the Sixth Series) may also be issued by the Company pursuant
      to the Indenture without the consent of the existing Holders of the
      Debentures of the Sixth Series.  Any such additional Debentures
      of the Sixth Series shall be part of the same series as the Outstanding
      Debentures of the Sixth Series;

              


      

       

      
        	
                3.  

              	
                The
      Debentures of the Sixth Series shall mature and the principal shall be due
      and payable together with all accrued and unpaid interest thereon, on
      March 1, 2069 (the “Stated
      Maturity”);

              


      

       

      
        	
                4.  

              	
                The
      Debentures of the Sixth Series will bear interest at the rate of 8.75% per
      annum, and will bear interest on any overdue principal and (to the extent
      that payment of such interest is enforceable under applicable law) on any
      overdue installment of interest, at a rate equal to the interest rate
      borne by the Debentures of the Sixth Series (“Additional Interest”),
      compounded quarterly, payable (subject to the provisions contained in
      paragraph 11 below) quarterly in arrears on the 1st day of March, June,
      September and December of each year (each, an “Interest Payment Date”),
      commencing on June 1, 2009 to the Persons in whose names the Debentures of
      the Sixth Series are registered, subject to certain exceptions, at the
      close of business on the Regular Record Date next preceding such Interest
      Payment Date;

              


      

       

      The
amount of interest payable for any quarterly period will be computed on the
basis of a 360-day year of twelve 30-day months (and for any period shorter than
a full quarterly period, on the basis of the actual number of days elapsed
during such period using 30-day calendar months).  If an Interest
Payment Date, Redemption Date or the Stated Maturity of the Debentures of the
Sixth Series falls on a day that is not a Business Day, the payment of interest
and principal will be made on the next succeeding Business Day, and no interest
on such payment will accrue for the period from and after the Interest Payment
Date, Redemption Date or the Stated Maturity, as applicable;

       

      
        	
                5.  

              	
                Registration
      and registration of transfers and exchanges in respect of the Debentures
      of the Sixth Series may be effected at the office or agency of the Company
      in The City of New York, New York.  Notices and demands to or
      upon the Company in respect of the Debentures of the Sixth Series may be
      served at the office or agency of the Company in The City of New York, New
      York.  The Corporate Trust Office of the Trustee will initially
      be the agency of the Company for such payment, registration and
      registration of transfers and exchanges and service of notices and demands
      and the Company hereby appoints the Trustee as its agent for all such
      purposes; provided, however, that the Company reserves the right to
      change, by one or more Officer’s Certificates, any such office or agency
      and such agent.  The Trustee will initially be the Security
      Registrar and the Paying Agent for the Debentures of the Sixth
      Series;

              


      

       

      
        	
                6.  

              	
                So
      long as Debentures of the Sixth Series are held by a securities depository
      in book-entry form, the Regular Record Date for the interest payable on
      any given Interest Payment Date with respect to the Debentures of the
      Sixth Series shall be the close of business on the Business Day
      immediately preceding such Interest Payment Date, provided that if any of
      the Debentures of the Sixth Series are not held by a securities depository
      in book-entry form, the Regular Record Date will be the close of business
      on the 15th calendar day next preceding such Interest Payment
      Date;

              


      

       

      
        	
                7.  

              	
                The
      Debentures of the Sixth Series will be redeemable at the option of the
      Company before March 1, 2014, at any time in whole and from time to time
      in part, upon not less than 30 nor more than 60 days’ notice given as
      provided in the Indenture, at a Redemption Price described in the form of
      the Debentures of the Sixth Series set forth as Exhibit A
      hereto;

              


      

       

      On
or after March 1, 2014, the Debentures of the Sixth Series will be redeemable at
the option of the Company, at any time in whole and from time to time in part,
upon not less than 30 nor more than 60 days’ notice given as provided in the
Indenture, at a Redemption Price equal to 100% of the principal amount thereof
plus accrued and unpaid interest thereon, including Additional Interest, if any,
to the Redemption Date;

       

      
        	
                8.  

              	
                If
      before March 1, 2014 a Tax Event (as defined in the form of the Debentures
      of the Sixth Series set forth as Exhibit A hereto) shall occur and be
      continuing, the Company shall have the right to redeem the Debentures of
      the Sixth Series, in whole but not in part, at any time within 90 days
      following the occurrence of the Tax Event, upon not less than 30 nor more
      than 60 days’ notice given as provided in the Indenture, at a Redemption
      Price equal to 100% of the principal amount thereof plus accrued and
      unpaid interest thereon, including Additional Interest, if any, to the
      Redemption Date;

              


      

       

      
        	
                9.  

              	
                If
      before March 1, 2014 a Rating Agency Event (as defined in the form of the
      Debentures of the Sixth Series set forth as Exhibit A hereto) shall occur
      and be continuing, the Company shall have the right to redeem the
      Debentures of the Sixth Series, at any time in whole and from time to time
      in part, upon not less than 30 nor more than 60 days’ notice given as
      provided in the Indenture, at a Redemption Price described in the form of
      the Debentures of the Sixth Series set forth as Exhibit A
      hereto;

              


      

       

      
        	
                10.  

              	
                So
      long as any Debentures of the Sixth Series are Outstanding, the failure of
      the Company to pay interest, including Additional Interest, if any, on any
      Debentures of the Sixth Series within 30 days after the same becomes due
      and payable (whether or not payment is prohibited by the subordination
      provisions of Article Fourteen and Article Fifteen of the Indenture) shall
      constitute an Event of Default; provided, however, that a valid deferral
      of the interest payments by the Company as contemplated in Section 312 of
      the Indenture and paragraph 11 of this Certificate shall not constitute a
      failure to pay interest for this
purpose;

              


      

       

      
        	
                11.  

              	
                Pursuant
      to Section 312 of the Indenture, so long as no Event of Default under the
      Indenture has occurred and is continuing with respect to the Securities of
      any series, the Company shall have the right, at any time and from time to
      time during the term of the Debentures of the Sixth Series, to defer the
      payment of interest for a period not exceeding 10 consecutive years (each
      period, commencing on the date that the first such payment would otherwise
      be made, an “Optional
      Deferral Period”); provided that no Optional Deferral Period shall
      extend beyond the Stated Maturity or end on a day other than an Interest
      Payment Date.  During the Optional Deferral Period, interest
      (calculated for each Interest Period in the manner provided for in Exhibit
      A hereto, as if the interest payment had not been so deferred) will be
      compounded quarterly.  Any deferred interest on the Debentures
      of the Sixth Series will accrue Additional Interest at a rate equal to the
      interest rate borne by the Debentures of the Sixth Series, to the extent
      permitted by applicable law.  At the end of the Optional
      Deferral Period, which shall be an Interest Payment Date, the Company
      shall pay all interest accrued and unpaid thereon, including Additional
      Interest accrued on the deferred interest, to the Person in whose name the
      Debentures of the Sixth Series are registered at the close of business on
      the Regular Record Date for the Interest Payment Date on which such
      Optional Deferral Period ended; provided that any such accrued and unpaid
      interest payable at the Stated Maturity or any Redemption Date will be
      paid to the Person to whom principal is payable.  With respect
      to the Debentures of the Sixth Series, the term “Interest Period” shall
      mean each period from, and including, an Interest Payment Date to, but
      excluding, the next succeeding Interest Payment Date, except that the
      first Interest Period shall commence on the date of original
      issuance.  However, during any such Optional Deferral Period,
      neither the Guarantor nor the Company will, and each will cause their
      majority-owned subsidiaries not to:

              


      

       

      (A) declare
or pay any dividend or distribution on the Guarantor’s or the Company’s capital
stock,

       

      (B) redeem,
purchase, acquire or make a liquidation payment with respect to any of the
Guarantor’s or the Company’s capital stock,

       

      (C) pay
any principal, interest or premium on, or repay, repurchase or redeem any of the
Guarantor’s or the Company’s debt securities that are equal in right of payment
with, or junior to, the Debentures of the Sixth Series or the Guarantee (as the
case may be), or

       

      (D) make
any payments with respect to any Guarantor or Company guarantee of debt
securities if such guarantee is equal or junior in right of payment to the
Debentures of the Sixth Series or the Guarantee (as the case may
be).

       

      Subject
to the reservation of right to amend clause (f) below, as described in paragraph
17 hereof, the foregoing provisions shall not prevent or restrict the Guarantor
or the Company from making:

       

      (a) purchases,
redemptions or other acquisitions of its capital stock in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of employees, officers, directors or agents or a stock purchase or
dividend reinvestment plan, or the satisfaction of its obligations pursuant to
any contract or security outstanding on the date that the payment of interest is
deferred requiring it to purchase, redeem or acquire its capital
stock;

       

      (b) any
payment, repayment, redemption, purchase, acquisition or declaration of dividend
described in clauses (A) and (B) above as a result of a reclassification of its
capital stock, or the exchange or conversion of all or a portion of one class or
series of its capital stock for another class or series of its capital
stock;

       

      (c) the
purchase of fractional interests in shares of its capital stock pursuant to the
conversion or exchange provisions of its capital stock or the security being
converted or exchanged, or in connection with the settlement of stock purchase
contracts;

       

      (d) dividends
or distributions paid or made in its capital stock (or rights to acquire its
capital stock), or repurchases, redemptions or acquisitions of capital stock in
connection with the issuance or exchange of capital stock (or of securities
convertible into or exchangeable for shares of its capital stock) and
distributions in connection with the settlement of stock purchase
contracts;

       

      (e) redemptions,
exchanges or repurchases of, or with respect to, any rights outstanding under a
shareholder rights plan or the declaration or payment thereunder of a dividend
or distribution of or with respect to rights in the future;

       

      (f) payments
under any preferred trust securities guarantee or guarantee of subordinated
debentures executed and delivered by the Guarantor concurrently with the
issuance by a trust of any preferred trust securities, so long as the amount of
payments made on any preferred trust securities or subordinated debentures (as
the case may be) is paid on all preferred trust securities or subordinated
debentures (as the case may be) then outstanding on a pro rata basis in
proportion to the full distributions to which each series of preferred trust
securities or subordinated debentures (as the case may be) is then entitled if
paid in full;

       

      (g) payments
under any guarantee of junior subordinated debentures, which guarantee is
executed and delivered by the Guarantor (including a Guarantee under the
Indenture), so long as the amount of payments made on any junior subordinated
debentures is paid on all junior subordinated debentures then outstanding on a
pro rata basis in proportion to the full payment to which each series of junior
subordinated debentures is then entitled if paid in full;

       

      (h) dividends
or distributions by the Company on its capital stock to the extent owned by the
Guarantor; or

       

      (i) redemptions,
purchases, acquisitions or liquidation payments by the Company with respect to
its capital stock to the extent owned by the Guarantor.

       

      Prior
to the termination of any such Optional Deferral Period, the Company may further
defer the payment of interest, provided that such Optional Deferral Period
together with all such previous and further deferrals of interest payments shall
not exceed 10 consecutive years at any one time or extend beyond the Stated
Maturity of the Debentures of the Sixth Series.  Upon the termination
of any such Optional Deferral Period and the payment of all amounts then due,
including interest on deferred interest payments, the Company may elect to begin
a new Optional Deferral Period, subject to the above requirements.  No
interest shall be due and payable during an Optional Deferral Period, except at
the end thereof.  The Company will give the Trustee notice of its
election of an Optional Deferral Period at least 10 days and not more than 60
days before the applicable Interest Payment Date.  The Trustee will
promptly forward notice of such election to each Holder of record of the
Debentures of the Sixth Series;

       

      
        	
                12.  

              	
                The
      Debentures of the Sixth Series will be initially issued in global form
      registered in the name of Cede & Co. (as nominee for The Depository
      Trust Company).  The Debentures of the Sixth Series in global
      form shall bear the depository legend in substantially the form set forth
      as Exhibit A hereto.  The Debentures of the Sixth Series in
      global form will contain restrictions on transfer, substantially as
      described in the form set forth as Exhibit A
  hereto;

              


      

       

      
        	
                13.  

              	
                No
      service charge shall be made for the registration of transfer or exchange
      of the Debentures of the Sixth Series; provided, however, that the Company
      may require payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in connection with the exchange or
      transfer;

              


      

       

      
        	
                14.  

              	
                If
      the Company shall make any deposit of money and/or Eligible Obligations
      with respect to any Debentures of the Sixth Series, or any portion of the
      principal amount thereof, as contemplated by Section 701 of the Indenture,
      the Company shall not deliver an Officer’s Certificate described in clause
      (z) in the first paragraph of said Section 701 unless the Company shall
      also deliver to the Trustee, together with such Officer’s Certificate,
      either:

              


      

       

      (A) an
instrument wherein the Company, notwithstanding the satisfaction and discharge
of its indebtedness in respect of the Debentures of the Sixth Series, shall
assume the obligation (which shall be absolute and unconditional) to irrevocably
deposit with the Trustee or Paying Agent such additional sums of money, if any,
or additional Eligible Obligations (meeting the requirements of Section 701), if
any, or any combination thereof, at such time or times, as shall be necessary,
together with the money and/or Eligible Obligations theretofore so deposited, to
pay when due the principal of and premium, if any, and interest due and to
become due on such Debentures of the Sixth Series or portions thereof, all in
accordance with and subject to the provisions of said Section 701; provided,
however, that such instrument may state that the obligation of the Company to
make additional deposits as aforesaid shall be subject to the delivery to the
Company by the Trustee of a notice asserting the deficiency accompanied by an
opinion of an independent public accountant of nationally recognized standing,
selected by the Trustee, showing the calculation thereof; or

       

      (B) an
Opinion of Counsel to the effect that, as a result of (i) the receipt by the
Company from, or the publication by, the Internal Revenue Service of a ruling or
(ii) a change in law occurring after the date of this certificate, the Holders
of such Debentures of the Sixth Series, or portions of the principal amount
thereof, will not recognize income, gain or loss for United States federal
income tax purposes as a result of the satisfaction and discharge of the
Company’s indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the same manner
as if such satisfaction and discharge had not been effected;

       

      
        	
                15.  

              	
                The
      Company reserves the right to require legends on Debentures of the Sixth
      Series as it may determine are necessary to ensure compliance with the
      securities laws of the United States and the states therein and any other
      applicable laws;

              


      

       

      
        	
                16.  

              	
                The
      Company has previously reserved the right, without any consent, vote or
      other action by Holders of the Debentures of the Sixth Series, or of any
      other series of Securities issued after October 1, 2006, to amend the
      Indenture as follows:

              


      

       

      To
amend clause (6) of the second paragraph of Section 608 of the Indenture to read
as follows:

       

      “(6)
payments under any preferred trust securities, subordinated debentures or junior
subordinated debentures, or any guarantee thereof, executed and delivered by the
Guarantor, the Company or any of their majority-owned subsidiaries, in each case
that rank equal in right of payment to the series of Securities with respect to
which the Company has elected to defer the payment of interest, or the related
guarantee (as the case may be), so long as the amount of payments made on
account of such securities or guarantees is paid on all such securities and
guarantees then outstanding on a pro rata basis in proportion to the full
payment to which each series of such securities and guarantees is then entitled
if paid in full;”

       

      
        	
                17.  

              	
                The
      Company reserves the right, without any consent, vote or other action by
      Holders of the Debentures of the Sixth Series, or of any other series of
      Securities issued after October 1, 2006, to amend this Officer’s
      Certificate as follows:

              


      

       

      To
amend clause (f) of paragraph 11 of this Officer’s Certificate and clause (f) of
the corresponding paragraph in the form of the Debentures of the Sixth Series
set forth as Exhibit A hereto to read as follows:

       

      “(f)
payments under any preferred trust securities, subordinated debentures or junior
subordinated debentures, or any guarantee thereof, executed and delivered by the
Guarantor, the Company or any of their majority-owned subsidiaries, in each case
that rank equal in right of payment to the Debentures of the Sixth Series or the
related guarantee (as the case may be), so long as the amount of payments made
on account of such securities or guarantees is paid on all such securities and
guarantees then outstanding on a pro rata basis in proportion to the full
payment to which each series of such securities and guarantees is then entitled
if paid in full;”

       

      
        	
                18.  

              	
                Notwithstanding
      the provisions of Section 802 of the Indenture, the principal of and
      accrued interest on the Debentures of the Sixth Series shall not be
      declared immediately due and payable by reason of the occurrence and
      continuation of an Event of Default specified in Section 801(c) of the
      Indenture applicable to the Debentures of the Sixth Series, and any notice
      of declaration of acceleration based on such Event of Default shall be
      null and void with respect to the Debentures of the Sixth
      Series.  The Debentures of the Sixth Series will not be
      considered Outstanding for the purpose of determining whether the required
      vote described in Section 802 of the Indenture has been obtained for the
      declaration of acceleration by reason of the occurrence and continuation
      of an Event of Default specified in Section 801(c) of the Indenture
      applicable to the Debentures of the Sixth
  Series.

              


      

       

      
        	
                19.  

              	
                Each
      of the Company and the Guarantor agrees, and by acceptance of the
      Debentures of the Sixth Series, each Holder will be deemed to have agreed,
      to treat the Debentures of the Sixth Series as indebtedness for United
      States federal tax purposes.

              


      

       

      
        	
                20.  

              	
                The
      Debentures of the Sixth Series shall have such other terms and provisions
      as are provided in the form set forth as Exhibit A
  hereto;

              


      

       

      
        	
                21.  

              	
                The
      undersigned has read all of the covenants and conditions contained in the
      Indenture relating to the issuance of the Debentures of the Sixth Series
      and the definitions in the Indenture relating thereto and in respect of
      which this certificate is made;

              


      

       

      
        	
                22.  

              	
                The
      statements contained in this certificate are based upon the familiarity of
      the undersigned with the Indenture, the documents accompanying this
      certificate, and upon discussions by the undersigned with officers and
      employees of the Company familiar with the matters set forth
      herein;

              


      

       

      
        	
                23.  

              	
                In
      the opinion of the undersigned, he or she has made such examination or
      investigation as is necessary to enable him or her to express an informed
      opinion as to whether or not such covenants and conditions have been
      complied with; and

              


      

       

      
        	
                24.  

              	
                In
      the opinion of the undersigned, such conditions and covenants and
      conditions precedent, if any (including any covenants compliance with
      which constitutes a condition precedent), to the authentication and
      delivery of the Debentures of the Sixth Series requested in the
      accompanying Company Order No. 6 and Guarantor Order No. 6, have been
      complied with.

              


      

       



      IN
WITNESS WHEREOF, I have executed this Officer’s Certificate on behalf of the
Company this 19th day of March, 2009 in New York, New York.

       

      


      
        
          	
                  /s/
      Kathy A. Beilhart

                
	
                  Kathy
      A. Beilhart

                  Assistant
      Treasurer, FPL Group Capital
Inc

                


        

      

      


      


      IN
WITNESS WHEREOF, I have executed this Officer’s Certificate on behalf of the
Guarantor this 19th day of March, 2009 in New York, New York.

       

      


      
        
          	
                  /s/
      Kathy A. Beilhart

                
	
                  Kathy
      A. Beilhart

                  Assistant
      Treasurer, FPL Group, Inc.

                


        

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
A

       

      [Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to FPL Group Capital Inc or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

      


       

      


      
        	
                No.

              	 
      	 
      	
                CUSIP
      No.

              	 
      


      

      


       

      [FORM
OF FACE OF JUNIOR SUBORDINATED DEBENTURE]

       

      FPL
GROUP CAPITAL INC

       

      SERIES
F JUNIOR SUBORDINATED DEBENTURES DUE 2069

       

      FPL
GROUP CAPITAL INC, a corporation duly organized and existing under the laws of
the State of Florida (herein referred to as the “Company”, which term includes
any successor Person under the Indenture), for value received, hereby promises
to pay to____________________, or registered assigns, the principal sum of
____________________ Dollars on March 1, 2069 (the “Stated
Maturity”).  The Company further promises to pay to the
registered Holder of this Security (a) interest on said principal sum (subject
to deferral as set forth herein) at the rate of 8.75% per annum, in like coin or
currency, quarterly in arrears on the 1st day of March, June, September and
December of each year (each an “Interest Payment Date”)
commencing June 1, 2009, from the Interest Payment Date next preceding the date
hereof to which interest has been paid or duly provided for (unless (i) no
interest has yet been paid or duly provided for on this Security, in which case
from March 19, 2009, or (ii) the date hereof is before an Interest Payment Date
but after the Regular Record Date (as defined below) next preceding such
Interest Payment Date, in which case from such following Interest Payment Date;
provided, however, that if the Company shall default in payment of the interest
due on such following Interest Payment Date, then from the next preceding
Interest Payment Date to which interest has been paid or duly provided for or if
no interest has yet been paid or duly provided for on this Security, in which
case from March 19, 2009), until the principal hereof is paid or duly provided
for, plus (b) Additional Interest, as defined in the Officer’s Certificate, to
the extent permitted by applicable law, on any interest payment that is not made
on the applicable Interest Payment Date, which shall accrue at a rate equal to
the interest rate borne by this Security, compounded quarterly.  No
interest will accrue on the Securities of this series with respect to the day on
which the Securities of this series mature.  In the event that any
Interest Payment Date is not a Business Day, then payment of interest payable on
such date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of such delay) with the same
force and effect as if made on the Interest Payment Date.  The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be payable to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the “Regular Record Date” for such
interest installment which shall be the close of business on the Business Day
immediately preceding such Interest Payment Date so long as the Securities are
held by a securities depository in book-entry form, provided that if the
Securities are not held by a securities depository in book-entry form, the
Regular Record Date will be the close of business on the 15th calendar day next
preceding such Interest Payment Date, and provided further that interest payable
at the Stated Maturity or on any Redemption Date will be paid to the Person to
whom principal is payable.  Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder of this
Security on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange, if any, on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture referred to on the
reverse hereof.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in The
City of New York, the State of New York in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company,
interest on this Security may be paid by check mailed to the address of the
Person entitled thereto, as such address shall appear on the Security Register
or by a wire transfer to an account designated by the Person entitled
thereto.  The amount of interest payable on this Security will be
computed on the basis of a 360-day year of twelve 30-day months (and for any
period shorter than a full quarterly period, on the basis of the actual number
of days elapsed during such period using 30-day calendar months).

       

      Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

       

      Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

       

      IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed in
New York, New York.

       

      
        
          	
                  FPL
      GROUP CAPITAL INC

                
	
                   

                  By:

                	 
      


        

      

      


      


      [FORM
OF CERTIFICATE OF AUTHENTICATION]

       

      CERTIFICATE
OF AUTHENTICATION

       

      Dated:

       

      This
is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

       

      
        
          
            
              
                	
                        THE
      BANK OF NEW YORK MELLON, as Trustee

                      
	
                         

                        By:

                      	 
      
	 
      	
                        Authorized
      Signatory

                      


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      [FORM
OF GUARANTEE]

       

      FPL
GROUP, INC., a corporation organized under the laws of the State of Florida (the
“Guarantor”, which term
includes any successor under the Indenture (the “Indenture”) referred to in the
Security upon which this Guarantee is endorsed), for value received, hereby
unconditionally and irrevocably guarantees to the Holder of the Security upon
which this Guarantee is endorsed, the due and punctual payment of the principal
of, and premium, if any, and interest, including Additional Interest, if any, on
such Security when and as the same shall become due and payable, whether at the
Stated Maturity, by declaration of acceleration, call for redemption, or
otherwise, in accordance with the terms of such Security and of the Indenture
regardless of any defense, right of set-off or counterclaim that the Guarantor
may have (except the defense of payment).  In case of the failure of
the Company punctually to make any such payment, the Guarantor hereby agrees to
cause such payment to be made punctually when and as the same shall become due
and payable, whether at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise, and as if such payment were made by the
Company.  The Guarantor’s obligation to make a guarantee payment may
be satisfied by direct payment of the required amounts by the Guarantor to the
Holder of the Security or to a Paying Agent, or by causing the Company to pay
such amount to such Holder or a Paying Agent.

       

      The
Guarantor hereby agrees that its payment obligations hereunder shall be absolute
and unconditional irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or the Indenture, any failure
to enforce the provisions of such Security or the Indenture, or any waiver,
modification or indulgence granted to the Company with respect thereto (except
that the Guarantor will have the benefit of any waiver, modification or
indulgence granted to the Company in accordance with the Indenture), by the
Holder of such Security or the Trustee or any other circumstance which may
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor; provided, however, that notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of the Guarantor,
increase the principal amount of such Security, or increase the interest rate
thereon (including Additional Interest, if any), or change any redemption
provisions thereof (including any change to increase any premium payable upon
redemption thereof) or change the Stated Maturity thereof.

       

      The
Guarantor hereby waives the benefits of diligence, presentment, demand for
payment, any requirement that the Trustee or the Holder of such Security exhaust
any right or take any action against the Company or any other Person, the filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest or notice
with respect to such Security or the indebtedness evidenced thereby and all
demands whatsoever, and covenants that this Guarantee will not be discharged in
respect of such Security except by complete performance of the payment
obligations contained in such Security and in this Guarantee.  This
Guarantee shall constitute a guaranty of payment and not of
collection.  The Guarantor hereby agrees that, in the event of a
default in payment of principal, or premium, if any, or interest, if any, on
such Security, whether at its Stated Maturity, by declaration of acceleration,
call for redemption, or otherwise, legal proceedings may be instituted by the
Trustee on behalf of, or by, the Holder of such Security, subject to the terms
and conditions set forth in the Indenture, directly against the Guarantor to
enforce this Guarantee without first proceeding against the
Company.

       

      The
obligations of the Guarantor hereunder with respect to such Security shall be
continuing and irrevocable until the date upon which the entire principal of,
premium, if any, and interest, including Additional Interest, if any, on such
Security has been, or has been deemed pursuant to the provisions of Article
Seven of the Indenture to have been, paid in full or otherwise
discharged.

       

      The
obligations evidenced by this Guarantee are, to the extent provided in the
Indenture, subordinated and subject in right of payment to the prior payment in
full of all Senior Indebtedness of the Guarantor, and this Guarantee is issued
subject to the provisions of the Indenture with respect thereto.  Each
Holder of a Security upon which this Guarantee is endorsed, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such
purposes.  Each Holder hereof, by his acceptance hereof, hereby waives
all notice of the acceptance of the subordination provisions contained herein
and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.

       

      The
Guarantor shall be subrogated to all rights of the Holder of a Security upon
which this Guarantee is endorsed against the Company in respect of any amounts
paid by the Guarantor on account of such Security pursuant to the provisions of
this Guarantee or the Indenture; provided, however, that the Guarantor shall not
be entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until the principal of, and premium, if any, and
interest, if any, on all Securities issued under the Indenture which are then
due and payable shall have been paid in full.

       

      This
Guarantee shall remain in full force and effect and continue notwithstanding any
petition filed by or against the Company for liquidation or reorganization, the
Company becoming insolvent or making an assignment for the benefit of creditors
or a receiver or trustee being appointed for all or any significant part of the
Company’s property and assets, and shall, to the fullest extent permitted by
law, continue to be effective or reinstated, as the case may be, if at any time
payment of the Security upon which this Guarantee is endorsed, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by the Holder of such Security, whether as a “voidable preference,”
“fraudulent transfer,” or otherwise, all as though such payment or performance
had not been made.  In the event that any such payment, or any part
thereof, is rescinded, reduced, restored or returned on such Security, such
Security shall, to the fullest extent permitted by law, be reinstated and deemed
paid only by such amount paid and not so rescinded, reduced, restored or
returned.

       

      This
Guarantee shall not be valid or obligatory for any purpose until the certificate
of authentication of the Security upon which this Guarantee is endorsed shall
have been manually executed by or on behalf of the Trustee under the
Indenture.

       

      All
terms used in this Guarantee which are defined in the Indenture shall have the
meanings assigned to them in such Indenture.

       

      This
Guarantee shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be governed by and construed in accordance
with the laws of the State of New York without regard to conflicts of law
principles thereunder, except to the extent that the law of any other
jurisdiction shall be mandatorily applicable.

       

      IN
WITNESS WHEREOF, the Guarantor has caused this instrument to be duly executed in
New York, New York.

       

      
        
          	
                  FPL
      GROUP, INC.

                   

                
	
                  By:

                	 
      


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      [FORM
OF REVERSE OF JUNIOR SUBORDINATED DEBENTURE]

       

      This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be
issued in one or more series under an Indenture (For Unsecured Subordinated Debt
Securities), dated as of September 1, 2006 (herein, together with any amendments
thereto, called the “Indenture”, which term shall
have the meaning assigned to it in such instrument), among the Company, FPL
Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New
York), as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), and reference is hereby made to the
Indenture, including the Board Resolutions and Officer’s Certificate filed with
the Trustee on March 19, 2009, creating the series designated on the face hereof
(herein called, the “Officer’s
Certificate”), for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This
Security is one of the series designated on the face hereof.

       

      In
addition to the option of the Company to redeem the Securities of this series in
connection with a Tax Event or a Rating Agency Event described below, this
Security shall be redeemable at the option of the Company in whole at any time,
or in part from time to time, prior to the Stated Maturity, upon notice, mailed
at least 30 but not more than 60 days prior to the date fixed for redemption
(the “Redemption Date”),
at a price (the “Redemption
Price”) as follows: (i) if redeemed prior to March 1, 2014, the
Redemption Price will be 100% of the principal amount thereof plus accrued and
unpaid interest, if any including Additional Interest, if any, to the Redemption
Date plus a premium, if any (the “Make-Whole Premium”), or (ii)
if redeemed on or after March 1, 2014, the Redemption Price will be 100% of the
principal amount thereof plus accrued and unpaid interest, if any including
Additional Interest, if any, to the Redemption Date.  In no event will
the Redemption Price be less than 100% of the principal amount of the Securities
being redeemed plus accrued and unpaid interest, if any, to the Redemption
Date.

       

      The
amount of the Make-Whole Premium with respect to any Security of this series (or
portion thereof) to be redeemed will be equal to the excess, if any,
of:

       

      (1)           the
sum of the present values, calculated as of the Redemption Date,
of:

       

      (a)           each
interest payment that, but for such redemption, would have been payable on the
Security of this series (or portion thereof) being redeemed on each Interest
Payment Date occurring during the period from the Redemption Date to March 1,
2014 (excluding any accrued interest for the period prior to the Redemption
Date); and

       

      (b)           the
principal amount that, but for such redemption, would have been payable at the
Stated Maturity of the Security of this series (or portion thereof) being
redeemed; over

       

      (2)           the
principal amount of the Security of this series (or portion thereof)being
redeemed.

       

      The
present values of interest and principal payments referred to in clause (1)
above will be determined in accordance with generally accepted principles of
financial analysis.  Such present values will be calculated by
discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for the redemption, to the
Redemption Date at a discount rate equal to the Treasury Yield (as defined
below) plus 50 basis points.

       

      The
Make-Whole Premium will be calculated by an independent investment banking
institution of national standing appointed by the Company; provided that if the Company
fails to make such appointment at least 30 days prior to the Redemption Date, or
if the institution so appointed is unwilling or unable to make such calculation,
such calculation will be made by Banc of America Securities LLC, Citigroup
Global Markets Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC
or Wachovia Capital Markets, LLC, or, if such firms are unwilling or unable to
make such calculation, by an independent investment banking institution of
national standing appointed by the Trustee in consultation with, and at the
expense of, the Company (in any such case, an “Independent Investment
Banker”).

       

      For
purposes of determining the Make-Whole Premium, “Treasury Yield” means a rate
of interest per annum equal to the weekly average yield to maturity of United
States Treasury Notes that have a constant maturity that corresponds to the
remaining term to March 1, 2014 of the Securities of this series to be redeemed,
calculated to the nearest 1/12th of a year (the “Remaining
Term”).  The Treasury Yield will be determined as of the third
Business Day immediately preceding the applicable Redemption Date.

       

      The
weekly average yields of United States Treasury Notes will be determined by
reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated “H.15(519) Selected Interest Rates” or
any successor release (the “H.15 Statistical
Release”).  If the H.15 Statistical Release sets forth a weekly
average yield for the United States Treasury Notes having a constant maturity
that is the same as the Remaining Term, then the Treasury Yield will be equal to
such weekly average yield.  In all other cases, the Treasury Yield
will be calculated by interpolation, on a straight-line basis, between the
weekly average yields on the United States Treasury Notes that have a constant
maturity closest to and greater than the Remaining Term and the United States
Treasury Notes that have a constant maturity closest to and less than the
Remaining Term (in each case as set forth in the H.15 Statistical
Release).  Any weekly average yields so calculated by interpolation
will be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1%
or above being rounded upward.  If weekly average yields for United
States Treasury Notes are not available in the H.15 Statistical Release or
otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the Independent Investment Banker.

       

      If
at the time notice of redemption is given, the redemption moneys are not on
deposit with the Trustee, then the redemption shall be subject to their receipt
on or before the Redemption Date and such notice shall be of no effect unless
such moneys are received.

       

      Upon
payment of the Redemption Price, on and after the Redemption Date interest will
cease to accrue on the Securities of this series or portions thereof called for
redemption.

       

      If
before March 1, 2014 a Tax Event (as defined below) shall occur and be
continuing, the Company shall have the right to redeem this Security, in whole
but not in part, at any time within 90 days following the occurrence of the Tax
Event, at 100% of the principal amount thereof plus accrued and unpaid interest,
if any, including Additional Interest, if any, to the date fixed for
redemption.

       

      “Tax Event” means the receipt
by the Guarantor or the Company of an Opinion of Counsel experienced in such tax
matters to the effect that, as a result of (a) any amendment to, clarification
of, or change (including any announced prospective change) in the laws or
treaties of the United States or any political subdivisions or taxing
authorities, or any regulations under such laws or treaties, (b) any judicial
decision or any official administrative pronouncement, ruling, regulatory
procedure, notice or announcement (including any notice or announcement of
intent to issue or adopt any such administrative pronouncement, ruling,
regulatory procedure or regulation) (each, an “Administrative Action”), (c)
any amendment to, clarification of, or change in the official position or the
interpretation of any such Administrative Action or judicial decision or any
interpretation or pronouncement that provides for a position with respect to
such Administrative Action or judicial decision that differs from the
theretofore generally accepted position, in each case by any legislative body,
court, governmental authority or regulatory body, irrespective of the time or
manner in which such amendment, clarification or change is introduced or made
known, or (d) threatened challenge asserted in writing in connection with an
audit of the Guarantor or the Company or any of their subsidiaries, or a
publicly-known threatened challenge asserted in writing against any other
taxpayer that has raised capital through the issuance of securities that are
substantially similar to the Securities of this series, which amendment,
clarification, or change is effective, or which Administrative Action is taken
or which judicial decision, interpretation or pronouncement is issued or
threatened challenge is asserted or becomes publicly-known, in each case after
March 12, 2009, there is more than an insubstantial risk that interest payable
by the Company on this Security is not deductible, or within 90 days would not
be deductible, in whole or in part, by the Company for United States Federal
income tax purposes.

       

      If
before March 1, 2014 a Rating Agency Event (as defined below) shall occur and be
continuing, the Company shall have the right to redeem this Security, in whole
at any time, or in part from time to time, at 100% of the principal amount
thereof plus accrued and unpaid interest, if any, including Additional Interest,
if any, to the date fixed for redemption (“Rating Agency Event Redemption
Date”) plus a premium, if any (the “Rating Agency Event Make-Whole
Premium”).  In no event will the Redemption Price be less than
100% of the principal amount of the Securities being redeemed plus accrued and
unpaid interest, if any, to the Rating Agency Event Redemption
Date.

       

      The
amount of the Rating Agency Event Make-Whole Premium with respect to any
Security of this series to be redeemed will be equal to the excess, if any,
of:

       

      (1)           the
sum of the present values, calculated as of the Rating Agency Event Redemption
Date, of:

       

      (a)           each
interest payment that, but for such redemption, would have been payable on the
Security of this series being redeemed on each Interest Payment Date occurring
after the Rating Agency Event Redemption Date to March 1, 2014 (excluding any
accrued interest for the period prior to the Rating Agency Event Redemption
Date); and

       

      (b)           the
principal amount that, but for such redemption, would have been payable at the
final maturity of the Security of this series being redeemed; over

       

      (2)           the
principal amount of the Security of this series being redeemed.

       

      The
present values of interest and principal payments referred to in clause (1)
above will be determined in accordance with generally accepted principles of
financial analysis.  Such present values will be calculated by
discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for the redemption, to the
Rating Agency Event Redemption Date at a discount rate equal to the Treasury
Yield (as defined above for the purposes of determining the Make-Whole Premium)
plus 50 basis points.

       

      The
Rating Agency Event Make-Whole Premium will be calculated by the Independent
Investment Banker in the same manner as the Make-Whole Premium described
above.

       

      “Rating Agency Event” means a
change in the methodology employed by any nationally recognized statistical
rating organization within the meaning of Section 3(a)(62) of the Securities
Exchange Act of 1934, as amended (a “Rating Agency”), that
currently publishes a rating for the Company or the Guarantor in assigning
equity credit to securities such as the Securities of this series, as such
methodology is in effect on March 12, 2009 (the "current criteria"), which
change results in (a) the length of time for which such current criteria are
scheduled to be in effect being shortened with respect to the Securities of this
series, or (b) a lower or higher equity credit being assigned by such Rating
Agency to the Securities of this series as of the date of such change than the
equity credit that would have been assigned to the Securities of this series as
of the date of such change by such Rating Agency pursuant to its current
criteria.

       

      In
the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation
hereof.

       

      The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinated and subject in right of payment to the prior payment in
full of all Senior Indebtedness of the Company, and this Security is issued
subject to the provisions of the Indenture with respect thereto.  Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to
take such action as may be necessary or appropriate to acknowledge or effectuate
the subordination so provided and (c) appoints the Trustee his attorney-in-fact
for any and all such purposes.  Each Holder hereof, by his acceptance
hereof, hereby waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior
Indebtedness of the Company, whether now outstanding or hereafter incurred, and
waives reliance by each such Holder upon said provisions.

       

      The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security upon compliance with certain conditions set forth
in the Indenture, including the Officer’s Certificate described
above.

       

      If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of and interest on the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture; provided however, that the principal of and interest on the
Securities of this series shall not be declared due and payable by reason of the
occurrence and continuation of an Event of Default specified in Section 801(c)
of the Indenture applicable to the Securities of this series, and any notice of
declaration of acceleration based on such Event of Default shall be null and
void with respect to the Securities of this series.  The Securities of
this series will not be considered Outstanding for the purpose of determining
whether the required vote described in Section 802 of the Indenture has been
obtained for the declaration of acceleration by reason of the occurrence and
continuation of an Event of Default specified in Section 801(c) of the Indenture
applicable to the Securities of this series.

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

       

      As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of a majority in aggregate principal amount of the
Securities of all series at the time Outstanding in respect of which an Event of
Default shall have occurred and be continuing shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in aggregate principal amount of
Securities of all series at the time Outstanding in respect of which an Event of
Default shall have occurred and be continuing a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity.  The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed
herein.

       

      No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

       

      Pursuant
to Section 312 of the Indenture, so long as no Event of Default under the
Indenture has occurred and is continuing with respect to the Securities of any
series, the Company shall have the right, at any time and from time to time
during the term of the Securities of this series, to defer the payment of
interest for a period not exceeding 10 consecutive years (each period,
commencing on the date that the first such payment would otherwise be made, an
“Optional Deferral
Period”); provided that no Optional Deferral Period shall extend beyond
the Stated Maturity or end on a day other than an Interest Payment
Date.  During the Optional Deferral Period, interest (calculated for
each Interest Period in the manner provided for on the face hereof, as if the
payment of interest had not been so deferred) will be compounded quarterly at
the rate of 8.75% per annum.  Any deferred interest on the Securities
of this series will accrue Additional Interest at a rate equal to the interest
rate borne by the Securities of this series, to the extent permitted by
applicable law.  At the end of the Optional Deferral Period, which
shall be an Interest Payment Date, the Company shall pay all interest accrued
and unpaid hereon, including Additional Interest accrued on the deferred
interest, to the Person in whose name the Securities of this series are
registered at the close of business on the Regular Record Date for the Interest
Payment Date on which such Optional Deferral Period ended; provided that any
such accrued and unpaid interest payable at the Stated Maturity or any
Redemption Date will be paid to the Person to whom principal is
payable.  During any such Optional Deferral Period, neither the
Guarantor nor the Company will, and each will cause their majority-owned
subsidiaries not to (i) declare or pay any dividends or distributions on the
Guarantor’s or the Company’s capital stock, (ii) redeem, purchase, acquire or
make a liquidation payment with respect to any of the Guarantor’s or the
Company’s capital stock, (iii) pay any principal, interest or premium on, or
repay, repurchase or redeem any of the Guarantor’s or the Company’s debt
securities that are equal or junior in right of payment to the Securities of
this series or the Guarantee (as the case may be), or (iv) make any payments
with respect to any Guarantor or Company guarantee of debt securities if such
guarantee is equal or junior in right of payment to the Securities of this
series or the Guarantee (as the case may be).

       

      Subject
to the reservation of right to amend clause (f) below, as described in paragraph
17 of the Officer’s Certificate, the foregoing provisions shall not prevent or
restrict the Guarantor or the Company from making:

       

      (a) purchases,
redemptions or other acquisitions of its capital stock in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of employees, officers, directors or agents or a stock purchase or
dividend reinvestment plan, or the satisfaction of its obligations pursuant to
any contract or security outstanding on the date that the payment of interest is
deferred requiring it to purchase, redeem or acquire its capital
stock;

       

      (b) any
payment, repayment, redemption, purchase, acquisition or declaration of dividend
described in clauses (i) and (ii) above as a result of a reclassification of its
capital stock, or the exchange or conversion of all or a portion of one class or
series of its capital stock for another class or series of its capital
stock;

       

      (c) the
purchase of fractional interests in shares of its capital stock pursuant to the
conversion or exchange provisions of its capital stock or the security being
converted or exchanged, or in connection with the settlement of stock purchase
contracts;

       

      (d) dividends
or distributions paid or made in its capital stock (or rights to acquire its
capital stock), or repurchases, redemptions or acquisitions of capital stock in
connection with the issuance or exchange of capital stock (or of securities
convertible into or exchangeable for shares of its capital stock) and
distributions in connection with the settlement of stock purchase
contracts;

       

      (e) redemptions,
exchanges or repurchases of, or with respect to, any rights outstanding under a
shareholder rights plan or the declaration or payment thereunder of a dividend
or distribution of or with respect to rights in the future;

       

      (f) payments
under any preferred trust securities guarantee or guarantee of subordinated
debentures executed and delivered by the Guarantor concurrently with the
issuance by a trust of any preferred trust securities, so long as the amount of
payments made on any preferred trust securities or subordinated debentures (as
the case may be) is paid on all preferred trust securities or subordinated
debentures (as the case may be) then outstanding on a pro rata basis in
proportion to the full distributions to which each series of preferred trust
securities or subordinated debentures (as the case may be) is then
entitled;

       

      (g) payments
under any guarantee of junior subordinated debentures, which guarantee is
executed and delivered by the Guarantor (including a Guarantee under the
Indenture), so long as the amount of payments made on any junior subordinated
debentures is paid on all junior subordinated debentures then outstanding on a
pro rata basis in proportion to the full payment to which each series of junior
subordinated debentures is then entitled;

       

      (h) dividends
or distributions by the Company on its capital stock to the extent owned by the
Guarantor; or

       

      (i) redemptions,
purchases, acquisitions or liquidation payments by the Company with respect to
its capital stock to the extent owned by the Guarantor.

       

      Prior
to the termination of any such Optional Deferral Period, the Company may further
defer the payment of interest, provided that such Optional Deferral Period
together with all such previous and further deferrals of interest payments shall
not exceed 10 consecutive years at any one time or extend beyond the Stated
Maturity of the Securities of this series.  Upon the termination of
any such Optional Deferral Period and the payment of all amounts then due,
including interest on deferred interest payments, the Company may elect to begin
a new Optional Deferral Period, subject to the above requirements.  No
interest shall be due and payable during an Optional Deferral Period, except at
the end thereof.  The Company shall give the Trustee notice of its
election of an Optional Deferral Period at least 10 days and not more than 60
days before the applicable Interest Payment Date.  The Trustee will
promptly forward notice of such election to each holder of record of the
Securities of this series.

       

      The
Securities of this series are issuable only in registered form without coupons
in denominations of $25 and integral multiples thereof.  As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor and of authorized denominations,
as requested by the Holder surrendering the same.

       

      No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

       

      The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the absolute owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

       

      Each
of the Company and the Guarantor has agreed, and by acceptance of this Security,
the Holder will be deemed to have agreed, to treat this Security as indebtedness
for United States federal tax purposes.

       

      All
terms used in this Security which are not defined herein but are defined in the
Indenture and/or in the Officer’s Certificate shall have the meanings assigned
to them in the Indenture and/or in the Officer’s Certificate.