exhibit4c.htm


     

    
      

      

    

    Exhibit
4(c)

    


    FPL
GROUP CAPITAL INC


     

    OFFICER’S
CERTIFICATE


     

    Creating
the Series C Debentures due June 1, 2014

     

    Andrew
D. Kushner, an Assistant Treasurer of FPL Group Capital Inc (the “Company”), pursuant to the
authority granted in the accompanying Board Resolutions (all capitalized terms
used herein which are not defined herein, in Appendix A 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, does
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 Debt Securities)
dated as of June 1, 1999,  (the “Indenture”)
that:

     

    
      	
              1.  

            	
              The
      securities to be issued under the Indenture shall be designated “Series C
      Debentures due June 1, 2014” (the “Debentures of the Fifteenth
      Series”) and shall be issued in substantially the form set forth in
      Exhibit A hereto.

            


    

     

    
      	
              2.  

            	
              The
      Debentures of the Fifteenth Series shall mature and the principal shall be
      due and payable together with all accrued and unpaid interest thereon on
      the Stated Maturity. The “Stated Maturity” shall
      mean June 1, 2014.

            


    

     

    
      	
              3.  

            	
              The
      Debentures of the Fifteenth Series shall bear interest initially at the
      rate of 3.60% per annum (the “Interest Rate”) from
      May 26, 2009, to, but excluding, the earlier of (i) the Stated Maturity
      and (ii) the Reset Effective Date or, if no Successful Remarketing of the
      Debentures of the Fifteenth Series occurs, June 1, 2014.  In the
      event of a Successful Remarketing of the Debentures of the Fifteenth
      Series, the Interest Rate will be reset by the Remarketing Agent at the
      appropriate Reset Rate effective from the related Reset Effective Date, as
      set forth in paragraph 4 below.  If the Interest Rate is so
      reset, the Debentures of the Fifteenth Series will bear interest at the
      Reset Rate from, and including, the related Reset Effective Date until the
      principal thereof and accrued and unpaid interest thereon, if any, is paid
      or duly made available for payment and shall bear interest, to the extent
      permitted by law, compounded quarterly, on any overdue principal and
      payment of interest at the Interest Rate through and including the day
      immediately preceding the Reset Effective Date and compounded
      semi-annually, on any overdue principal and payment of interest at the
      Reset Rate thereafter.  The “Reset Effective Date”
      shall mean, (i) in connection with a Successful Remarketing of the
      Debentures of the Fifteenth Series during the Period for Early
      Remarketing, the third Business Day immediately following the Remarketing
      Date on which the Debentures of the Fifteenth Series included in such
      Remarketing are successfully remarketed, unless the Remarketing is
      successful within five Business Days of the next succeeding Interest
      Payment Date in which case such Interest Payment Date will be the Reset
      Effective Date, and (ii) in connection with a Successful Remarketing of
      the Debentures of the Fifteenth Series included in such Remarketing on any
      of the Remarketing Dates during the Final Three-Day Remarketing Period,
      June 1, 2012.

            


    

     

    Interest
on a Debenture of the Fifteenth Series shall be payable initially quarterly in
arrears on March 1, June 1, September 1 and December 1 of each year (each, a
“Quarterly Interest Payment
Date”), commencing September 1, 2009, to the Person in whose name
such Debenture of the Fifteenth Series, or any predecessor Debenture of the
Fifteenth Series, is registered on the books and records of the Security
Registrar at the close of business on the relevant Regular Record Date for such
Quarterly Interest Payment Date.  Following a Successful Remarketing
of the Debentures of the Fifteenth Series, interest on a Debenture of the
Fifteenth Series shall be


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    payable
semi-annually in arrears on the Subsequent Interest Payment Dates (together with
the Quarterly Interest Payment Dates, the “Interest Payment Dates”) to
the Person in whose name such Debenture of the Fifteenth Series, or any
predecessor Debenture of the Fifteenth Series, is registered on the books and
records of the Security Registrar at the close of business on the relevant
Regular Record Date.  “Subsequent Interest Payment
Date” shall mean, following the Reset Effective Date, each semi-annual
interest payment date established by the Company on the Remarketing Date on
which the Debentures of the Fifteenth Series included in the Remarketing are
successfully remarketed.

    


    Interest
payments will include interest accrued from and including the immediately
preceding Interest Payment Date or, in the case of the first Interest Payment
Date, from and including May 26, 2009, to but excluding such Interest Payment
Date.

     

    The
amount of interest payable on the Debentures of the Fifteenth Series will be
computed on the basis of a 360-day year of twelve 30-day months.  The
amount of interest payable for any period shorter than a full quarterly or
semi-annual period for which interest is computed shall be computed on the basis
of the number of days in such period using 30-day calendar months.  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), except that, if such Business Day is in the next succeeding calendar
year, then such payment shall be made on the immediately preceding Business Day,
in each case, with the same force and effect as if made on such Interest Payment
Date.

     

    Pursuant
to the Remarketing Agreement to be entered into among the Company, Credit Suisse
Securities (USA) LLC, as Remarketing Agent (the “Remarketing Agent”), and The
Bank of New York Mellon, as Purchase Contract Agent (the “Purchase Contract Agent”), as
amended from time to time (the “Remarketing Agreement”), and
as described below, the Company (i) during the Period for Early Remarketing may,
at its option, and in its sole discretion, select one or more Three-Day
Remarketing Periods consisting of three successive Remarketing Dates on each of
which it shall cause the Remarketing Agent to remarket, in whole (but not in
part), unless the Debentures of the Fifteenth Series have previously been
successfully remarketed in accordance with the provisions of the Remarketing
Agreement or a Special Event Redemption or Mandatory Redemption shall have
occurred or will occur on or prior to the last possible Reset Effective Date
related to the applicable Three-Day Remarketing Period, (A) the Pledged
Debentures of the Fifteenth Series included in the Corporate Units, and (B) any
Separate Debentures of the Fifteenth Series of Holders who have elected in the
manner set forth in the Purchase Contract Agreement, the Pledge Agreement and
the Remarketing Agreement to have such Separate Debentures of the Fifteenth
Series so remarketed, for settlement on the third Business Day following the
Remarketing Date on which a Successful Remarketing occurs, and (ii) shall,
unless the Debentures of the Fifteenth Series described in (i)(A) and (B) above
have previously been successfully remarketed in accordance with the provisions
of the Remarketing Agreement or a Special Event Redemption or Mandatory
Redemption shall have occurred or will occur on or prior to the Purchase
Contract Settlement Date, cause the Remarketing Agent to remarket, in whole (but
not in part), on each Remarketing Date during the Final Three-Day Remarketing
Period, (A) the Pledged Debentures of the Fifteenth Series of Corporate Unit
holders who have not already settled the Purchase Contracts included in their
Corporate Units and who have failed to notify the Purchase Contract Agent, on or
prior to the seventh Business Day immediately preceding the Purchase Contract
Settlement Date, of their intention to settle such Purchase Contracts in cash,
and (B) any Separate Debentures of the Fifteenth Series of Holders who have
elected in the manner set forth in the Purchase Contract Agreement, the Pledge
Agreement and

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    the
Remarketing Agreement to have their Debentures of the Fifteenth Series so
remarketed, for settlement on the Purchase Contract Settlement
Date.  The Company may select a Three-Day Remarketing Period during
the Period for Early Remarketing by designating each of the three sequential
Remarketing Dates to comprise such Three-Day Remarketing Period, provided that
no Remarketing Date during the Period for Early Remarketing shall occur earlier
than the third Business Day prior to December 1, 2011 nor later than the ninth
Business Day prior to the Purchase Contract Settlement Date.

     

    The
Company will announce any Remarketing on the sixth Business Day immediately
preceding the first Remarketing Date of a Three-Day Remarketing Period and, for
the Final Three-Day Remarketing Period, the Company will announce the
remarketing of the Debentures of the Fifteenth Series on the third Business Day
immediately preceding the first Remarketing Date of the Final Three-Day
Remarketing Period.  Each such announcement (each a “Remarketing Announcement”) on
each such date (each, a “Remarketing Announcement
Date”).  The Remarketing Announcement shall specify the
following:

     

    (i)        (A)           if
the Remarketing Announcement relates to a Remarketing to occur during the Period
for Early Remarketing, that the Debentures of the Fifteenth Series may be
remarketed on any and all of the sixth, seventh and eighth Business Days
following such Remarketing Announcement Date;

     

    (B)           if
the Remarketing Announcement relates to a Remarketing to occur during the Final
Three-Day Remarketing Period, that the Debentures of the Fifteenth Series may be
remarketed on any and all of the third, fourth and fifth Business Days following
such Remarketing Announcement Date;

     

    (ii)       (A)           if
the Remarketing Announcement relates to a Remarketing to occur during the Period
for Early Remarketing, that the Reset Effective Date will be the third Business
Day following the Remarketing Date on which the Debentures of the Fifteenth
Series are successfully remarketed, unless the Remarketing is successful within
five business days of the next succeeding Interest Payment Date in which case
such Interest Payment Date will be the Reset Effective Date; or

     

    (B)           if
the Remarketing Announcement relates to a Remarketing to occur during the Final
Three-Day Remarketing Period, that the Reset Effective Date will be June 1, 2012
if there is a Successful Remarketing;

     

    (iii)       that
the Reset Rate and Subsequent Interest Payment Dates for the Debentures of the
Fifteenth Series will be established on the Successful Remarketing Date and
effective on and after the Reset Effective Date;

     

    (iv)       (A)           if
the Remarketing Announcement relates to a Remarketing to occur during the Period
for Early Remarketing, that the Reset Rate will equal the interest rate on the
Debentures of the Fifteenth Series that will enable the Debentures of the
Fifteenth Series to be remarketed at a price equal to 100% of the Remarketing
Treasury Portfolio Purchase Price plus the Separate Debentures of the Fifteenth
Series Purchase Price plus the applicable Remarketing Fee (the “Remarketing Price”);
or

     

    (B)           if
the Remarketing Announcement relates to a Remarketing to occur during the Final
Three-Day Remarketing Period, that the Reset Rate will equal the interest rate
on the Debentures of the Fifteenth Series that will enable the Debentures of the
Fifteenth Series included

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    in
the Remarketing to be remarketed at a price equal to 100% of their aggregate
principal amount, plus the applicable Remarketing Fee on the Debentures of the
Fifteenth Series being remarketed (the “Contract Settlement Price”);
and

     

    (v)       the
possible ranges of the Remarketing Fee.

     

    On
the Business Day immediately following the Remarketing Announcement Date, the
Company will issue a press release through any appropriate news agency,
including Dow Jones & Company, Inc. and Bloomberg Business News, containing
the Remarketing Announcement and publish such Remarketing Announcement on the
Company’s website or through another public medium as the Company may use at the
time.

     

    Each
Holder of Separate Debentures of the Fifteenth Series may elect to have some or
all of Separate Debentures of the Fifteenth Series held by such Holder
remarketed in any Remarketing.  A Holder making such an election must,
pursuant to the Purchase Contract Agreement, Pledge Agreement and the
Remarketing Agreement, notify the Custodial Agent and deliver such Separate
Debentures of the Fifteenth Series to the Custodial Agent on or prior to 5:00
p.m., New York City time, on the second Business Day, but no earlier than the
fifth Business Day, immediately preceding the first Remarketing Date of any
Three-Day Remarketing Period.  Any such notice and delivery may not be
conditioned upon the level at which the Reset Rate is established in the
Remarketing.  Any such notice and delivery may be withdrawn on or
prior to 5:00 p.m., New York City time, on the second Business Day immediately
preceding the first Remarketing Date of the applicable Three-Day Remarketing
Period in accordance with the provisions set forth in the Pledge
Agreement.  Any such notice and delivery not withdrawn by such time
will be irrevocable with respect to such Remarketing.  Promptly after
11:00 a.m., New York City time, on the Business Day immediately preceding the
first Remarketing Date of the applicable Three-Day Remarketing Period, the
Custodial Agent, based on the notices and deliveries received by it prior to
such time, shall notify the Remarketing Agent of the principal amount of
Separate Debentures of the Fifteenth Series to be tendered for Remarketing and
shall cause such Separate Debentures of the Fifteenth Series to be presented to
the Remarketing Agent.  Debentures of the Fifteenth Series that are
components of Corporate Units will be deemed tendered for Remarketing and will
be remarketed in accordance with the terms of the Remarketing
Agreement.

     

    Unless
and until there has been a Successful Remarketing, on each Remarketing Date
during a Three-Day Remarketing Period, the Company shall cause the Remarketing
Agent to use its commercially reasonable efforts to remarket the Debentures of
the Fifteenth Series that the Collateral Agent and the Custodial Agent shall
have notified the Remarketing Agent have been tendered for, or otherwise are to
be included in, the Remarketing, at a price per $1,000 principal amount of the
Debentures of the Fifteenth Series such that the aggregate price for the
aggregate principal amount of the Debentures of the Fifteenth Series being
remarketed on that date will be approximately (i) if the Reset Effective Date is
not the Purchase Contract Settlement Date, the Remarketing Price or (ii) if the
Reset Effective Date is the Purchase Contract Settlement Date, the Contract
Settlement Price.

     

    In
the event of a Successful Remarketing, on the Remarketing Date the Company will
request the Depositary to notify its participants holding the Debentures of the
Fifteenth Series, no later than the Business Day next succeeding the Successful
Remarketing Date, of the Reset Rate, the Subsequent Interest Payment Dates and
related Regular Record Dates for the Debentures of the Fifteenth
Series.  If a Successful Remarketing does not occur during a Three-Day
Remarketing Period, the Company will cause a notice of such unsuccessful
Remarketing attempt to be

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    published
on the Business Day following the last of the three Remarketing Dates comprising
the Three-Day Remarketing Period (which notice, in the event of an unsuccessful
Remarketing on the Final Remarketing Date, shall be published not later than
9:00 a.m., New York City time, and shall include the procedures that must
be followed if a Holder of Separate Debentures of the Fifteenth Series wishes to
exercise its right to put such Separate Debentures of the Fifteenth Series to
the Company), in each case, by making a timely release to any appropriate news
agency, including Bloomberg Business News and the Dow Jones News
Service.

     

    In
accordance with the Depositary’s normal procedures, on the Reset Effective Date,
the transactions described above with respect to each Debenture of the Fifteenth
Series tendered for purchase and sold in such Remarketing shall be executed
through the Depositary, and the accounts of the respective Depositary
participants shall be debited and credited and such Debentures of the Fifteenth
Series delivered by book entry as necessary to effect purchases and sales of
such Debentures of the Fifteenth Series.  The Depositary shall make
payment in accordance with its normal procedures.

     

    In
no event shall the aggregate price for the Debentures of the Fifteenth Series in
a Remarketing be less than a price (the “Minimum Price”) equal to (i)
in the case of a Remarketing during the Period for Early Remarketing, 100% of
the sum of the Remarketing Treasury Portfolio Purchase Price and the Separate
Debentures of the Fifteenth Series Purchase Price or (ii) in the case of a
Remarketing during the Final Three-Day Remarketing Period, 100% of the aggregate
principal amount of the Debentures of the Fifteenth Series being
remarketed.  A remarketing attempt on any Remarketing Date will be
deemed unsuccessful if the (i) Remarketing Agent is unable to remarket the
Debentures of the Fifteenth Series for an aggregate price that is at least equal
to the Minimum Price; or (ii) if a condition precedent to such Remarketing is
not fulfilled.

     

    The
right of each Holder of Debentures of the Fifteenth Series that are included in
Corporate Units to have such Debentures of the Fifteenth Series, and each Holder
of Separate Debentures of the Fifteenth Series to have any Separate Debentures
of the Fifteenth Series (together, the “Remarketed Debentures of the
Fifteenth Series”) remarketed and sold on any Remarketing Date shall be
limited to the extent that (i) the Remarketing Agent conducts a Remarketing
pursuant to the terms of the Remarketing Agreement, (ii) a Special Event
Redemption or Mandatory Redemption has not occurred prior to such Remarketing
Date, (iii) the Remarketing Agent is able to find a purchaser or purchasers for
Remarketed Debentures of the Fifteenth Series at the Minimum Price, and (iv) the
purchaser or purchasers deliver the purchase price therefor to the Remarketing
Agent as and when required.

     

    Neither
the Trustee, the Company nor the Remarketing Agent shall be obligated in any
case to provide funds to make payment upon tender of Debentures of the Fifteenth
Series for Remarketing.

     

    “Remarketing Treasury
Portfolio” shall mean,

     

    (a)           U.S. Treasury
securities (or principal or interest strips thereof) that mature on or prior to
May 31, 2012 in an aggregate amount equal to the principal amount of the
Debentures of the Fifteenth Series which are a component of the Corporate
Units;

     

    (b)           if
the Reset Effective Date occurs prior to March 1, 2012, with respect to the
Quarterly Interest Payment Date on the Debentures of the Fifteenth Series that
would have occurred on March 1, 2012, U.S. Treasury securities (or
principal or interest strips thereof) that mature on or prior to
February 29, 2012 in an aggregate amount equal to the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    aggregate
interest payment that would be due on March 1, 2012 on the principal amount of
the Debentures of the Fifteenth Series that would have been components of the
Corporate Units assuming no remarketing and no reset of the interest rate on the
Debentures of the Fifteenth Series and assuming that interest on the Debentures
of the Fifteenth Series accrued from the Reset Effective Date to, but excluding,
March 1, 2012; and

     

    (c)           with
respect to the Quarterly Interest Payment Date on the Debentures of the
Fifteenth Series that would have occurred on June 1, 2012,
U.S. Treasury securities (or principal or interest strips thereof) that
mature on or prior to May 31, 2012 in an aggregate amount equal to the
aggregate interest payment that would be due on June 1, 2012 on the
principal amount of the Debentures of the Fifteenth Series that would have been
components of the Corporate Units assuming no Remarketing and no reset of the
Interest Rate on the Debentures of the Fifteenth Series and assuming that
interest on the Debentures of the Fifteenth Series accrued from the later of the
Reset Effective Date and March 1, 2012 to, but excluding, June 1,
2012.

     

    “Remarketing Treasury Portfolio
Purchase Price” shall mean the lowest aggregate price quoted by a primary
U.S. government securities dealer in New York City to the Quotation Agent on the
third Business Day immediately preceding the Reset Effective Date for the
purchase of the Remarketing Treasury Portfolio for the settlement on the Reset
Effective Date.  “Quotation Agent” means any
primary U.S. government securities dealer in New York City selected by the
Company.

     

    
      	
              4.  

            	
              In
      connection with each Remarketing, the Remarketing Agent shall determine
      the reset interest rate (rounded to the nearest one-thousandth (0.001) of
      one percent per annum) that it believes will, when applied to the
      Debentures of the Fifteenth Series, enable the aggregate principal amount
      of the Debentures of the Fifteenth Series being remarketed on such date to
      be sold at an aggregate price equal to at least (i) if the Reset Effective
      Date is not the Purchase Contract Settlement Date, the Remarketing Price
      or (ii) if the Reset Effective Date is the Purchase Contract Settlement
      Date, the Contract Settlement Price.  The reset interest rate
      established on the Remarketing Date on which a Successful Remarketing
      occurs shall be the “Reset
    Rate.”

            


    

     

    Anything
herein to the contrary notwithstanding, the Reset Rate shall not exceed the
maximum rate permitted by applicable law and the Remarketing Agent shall have no
obligation to determine whether there is any limitation under applicable law on
the Reset Rate or, if there is any such limitation, the maximum permissible
Reset Rate on the Debentures of the Fifteenth Series and they shall rely solely
upon written notice from the Company (which the Company agrees to provide prior
to the eighth Business Day before the first Remarketing Date of any Three-Day
Remarketing Period ) as to whether or not there is any such limitation and, if
so, the maximum permissible Reset Rate.

     

    In
the event of a Failed Remarketing or if no Debentures of the Fifteenth Series
are included in Corporate Units and none of the Holders of the Separate
Debentures of the Fifteenth Series elect to have their Debentures of the
Fifteenth Series remarketed in any Remarketing, the Interest Rate on the
Debentures of the Fifteenth Series will not be reset and will continue to be the
Interest Rate.

     

    In
the event of a Successful Remarketing, the Interest Rate shall be reset at the
Reset Rate as determined by the Remarketing Agent under the Remarketing
Agreement.  The Reset Rate shall be effective from and after the Reset
Effective Date.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              5.  

            	
              Each
      installment of interest on a Debenture shall be payable to the Person in
      whose name such Debenture is registered at the close of business on the
      Regular Record Date for such interest installment, which (a) as long as
      the Debentures of the Fifteenth Series remain in certificated form and are
      held by the Purchase Contract Agent or are held in book-entry only form,
      will be one Business Day prior to the corresponding Interest Payment Date,
      or (b) if the Debentures of the Fifteenth Series are in certificated form,
      but are not held by the Purchase Contract Agent, or are not held in
      book-entry only form, will be at least one Business Day but not more than
      60 Business Days prior to such corresponding Interest Payment Date,
      as selected by the Company; provided that, unless the Purchase Contracts
      described in the Purchase Contract Agreement have been terminated, such
      Regular Record Date must be the same as the record date for payment of
      distributions and Contract Adjustment Payments for the Corporate Units
      described in such Purchase Contract Agreement; and provided further that
      interest payable at the Stated Maturity will be paid to the Person to whom
      principal is paid.  The Security Registrar may, but shall not be
      required to, register the transfer of Debentures of the Fifteenth Series
      during the 10 days immediately preceding an Interest Payment
      Date.  Any installment of interest on the Debentures of the
      Fifteenth Series not punctually paid or duly provided for will forthwith
      cease to be payable to the Holders of such Debentures of the Fifteenth
      Series on such Regular Record Date, and may be paid to the Persons in
      whose name the Debentures of the Fifteenth Series are registered at the
      close of business on a Special Record Date to be fixed by the Trustee for
      the payment of such Defaulted Interest.  Notice of such
      Defaulted Interest and Special Record Date shall be given to the Holders
      of the Debentures of the Fifteenth Series not less than 10 days prior to
      such Special Record Date, or may be paid at any time in any other lawful
      manner not inconsistent with the requirements of any securities exchange
      on which the Debentures of the Fifteenth Series may be listed, and upon
      such notice as may be required by such exchange, all as more fully
      provided in the Indenture.

            


    

     

    
      	
              6.  

            	
              The
      principal and each installment of interest on the Debentures of the
      Fifteenth Series shall be payable at, and registration of transfers and
      exchanges in respect of the Debentures of the Fifteenth Series may be
      effected at, the office or agency of the Company in The City of New York;
      provided that payment of interest may be made at the option of the Company
      by check mailed to the address of the Persons entitled thereto or by wire
      transfer to an account designated by the Person entitled
      thereto.  Notices and demands to or upon the Company in respect
      of the Debentures of the Fifteenth Series may be served at the office or
      agency of the Company in The City of 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 Fifteenth
Series.

            


    

     

    
      	
              7.  

            	
              If
      a Special Event shall occur and be continuing, the Company may, at its
      option, redeem the Debentures of the Fifteenth Series in whole (but not in
      part) at any time (“Special Event
      Redemption”) at a Redemption Price equal to, for each Debenture of
      the Fifteenth Series, the Redemption Amount plus accrued and unpaid
      interest thereon to the date of redemption (the “Special Event Redemption
      Date”).  If the Special Event Redemption occurs prior to
      a Successful Remarketing of the Debentures of the Fifteenth Series, or if
      the Debentures of the Fifteenth Series are not successfully remarketed, in
      each case prior to the Purchase Contract Settlement Date, the Redemption
      Price payable with respect to the Debentures of the Fifteenth Series
      forming a component of the Corporate Units at the time of the Special
      Event Redemption will be paid to the Collateral Agent under the Pledge
      Agreement dated as of May 1, 2009 by and among the Company, Deutsche Bank
      National Trust Company, as Collateral Agent,
  Custodial

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Agent
and Securities Intermediary, and The Bank of New York Mellon, as Purchase
Contract Agent (the “Pledge
Agreement”), on the Special Event Redemption Date on or prior to 12:30
p.m., New York City time, by check or wire transfer in immediately available
funds at such place and to such account as may be designated by the Collateral
Agent in exchange for the Debentures of the Fifteenth Series pledged to the
Collateral Agent and the Collateral Agent will purchase the Special Event
Treasury Portfolio on behalf of the holders of Corporate Units and remit the
remainder of the Redemption Price, if any, to the Purchase Contract Agent for
payment to the holders.  Thereafter, the applicable ownership
interests in the Special Event Treasury Portfolio will be substituted for the
Applicable Ownership Interests in the Debentures of the Fifteenth Series and
will be pledged to FPL Group, through the Collateral Agent to secure the
Corporate Unit holders’ obligations to purchase FPL Group common stock under the
Purchase Contracts.

     

    “Special Event” means either a
Tax Event or an Accounting Event (each as defined below).

     

    “Accounting Event” means the
receipt by the audit committee of FPL Group’s Board of Directors (or, if there
is no such committee, by such Board of Directors) of a written report in
accordance with Statement on Auditing Standards (“SAS”) No. 97, “Amendment to
SAS No. 50—Reports on the Application of Accounting Principles,” from FPL
Group’s independent auditors, provided at the request of FPL Group management,
to the effect that, as a result of a change in accounting rules that becomes
effective after May 20, 2009, FPL Group must either (a) account for the Purchase
Contracts as derivatives under the Statement of Financial Accounting Standards
(“FAS”) 133, as amended, “Accounting for Derivative Instruments and Hedging
Activities” (or otherwise mark-to-market or measure the fair value of all or any
portion of the Purchase Contracts with changes appearing in FPL Group’s income
statement) or (b) account for the Equity Units using the if-converted method
under FAS 128 “Earnings per Share,” and that such accounting treatment will
cease to apply upon redemption of the Debentures of the Fifteenth
Series.

     

    “Tax Event” means the receipt
by the Company of an opinion of nationally recognized independent tax counsel
experienced in such matters (which may be Morgan, Lewis & Bockius LLP) to
the effect that there is more than an insubstantial risk that interest payable
by the Company on the Debentures of the Fifteenth Series would not be
deductible, in whole or in part, by the Company for U.S. federal income tax
purposes as a result of (a) any amendment to, change in, or announced proposed
change in, the laws, or any regulations thereunder, of the United States or any
political subdivision or taxing authority thereof or therein affecting taxation,
(b) any amendment to or change in an interpretation or application of any such
laws or regulations by any legislative body, court, governmental agency or
regulatory authority or (c) any interpretation or pronouncement by any
legislative body, court, governmental agency or regulatory authority that
provides for a position with respect to any such laws or regulations that
differs from the generally accepted position on May 20, 2009, which amendment,
change or proposed change is effective or which interpretation or pronouncement
is announced on or after May 20, 2009.

     

    “Redemption Amount”
means

     

    (a)           in
the case of a Special Event Redemption occurring prior to the earlier of (a) a
Successful Remarketing, or (b) the Purchase Contract Settlement Date, for each
Debenture of the Fifteenth Series, the product of the principal amount of that
Debenture of the Fifteenth Series and a fraction whose numerator is the
applicable Treasury Portfolio Purchase Price and whose denominator is the
aggregate principal amount of the Debentures of the Fifteenth Series included in
Corporate Units on the Special Event Redemption Date, and

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    (b)           in
the case of a Special Event Redemption occurring on or after the earlier of (a)
a Successful Remarketing, or (b) the Purchase Contract Settlement Date, for each
Debenture of the Fifteenth Series Outstanding on the Special Event Redemption
Date, the principal amount of the Debenture of the Fifteenth
Series.

     

    The
Treasury Portfolio to be purchased in connection with a Special Event
Redemption, herein referred to as “Special Event Treasury
Portfolio”, will consist of:

     

    (i)           U.S. Treasury
securities (or principal or interest strips thereof) that mature on or prior to
May 31, 2012 in an aggregate amount at maturity equal to the aggregate
principal amount of the Debentures of the Fifteenth Series which are components
of the Corporate Units, and

     

    (ii)           with
respect to each scheduled Interest Payment Date on the Debentures of the
Fifteenth Series that occurs after the Special Event Redemption Date and on or
prior to June 1, 2012, U.S. Treasury securities (or principal or
interest strips thereof) that mature on or prior to such scheduled Interest
Payment Date in an aggregate amount at maturity equal to the aggregate interest
payment that would be due on the aggregate principal amount of the Debentures of
the Fifteenth Series which are components of the Corporate Units on such
Interest Payment Date (assuming the Interest Rate of the Debentures of the
Fifteenth Series was not reset).

     

    Notice
of any redemption will be mailed at least 30 days but not more than 60 days
before the Special Event Redemption Date to each registered Holder of Debentures
of the Fifteenth Series to be redeemed at its registered address as more fully
provided in the Indenture.  Unless the Company defaults in payment of
the Redemption Price, on and after the Special Event Redemption Date interest
shall cease to accrue on such Debentures of the Fifteenth Series.

     

    
      	
              8.  

            	
              Holders
      of Separate Debentures of the Fifteenth Series may exercise their right to
      put their Debentures of the Fifteenth Series to the Company for repayment
      as provided in the form of Debentures of the Fifteenth Series, upon an
      unsuccessful Remarketing during the Final Three-Day Remarketing Period by
      providing written notice at least two Business Days prior to the Purchase
      Contract Settlement Date.  The Put Price will be paid to such
      Holder on the Purchase Contract Settlement Date.  The “Put Price” will be
      equal to the principal amount of the Debentures of the Fifteenth Series,
      plus accrued and unpaid interest, if
any.

            


    

     

    
      	
              9.  

            	
              Initially
      the Debentures of the Fifteenth Series will be issued in certificated form
      registered in the name of The Bank of New York Mellon, as Agent, under the
      Purchase Contract Agreement dated as of May 1, 2009 between FPL Group and
      The Bank of New York Mellon, as Agent (the “Purchase Contract
      Agreement”) as components of certain securities of FPL Group
      referred to as Corporate Units (the “Corporate Units”), or
      in the name of Cede & Co. (as nominee for The Depository Trust Company
      (“DTC”), the
      initial securities depository for the Debentures of the Fifteenth Series
      that are not components of Corporate Units), and may bear such legends as
      either the Agent or DTC, respectively, may reasonably
    request.

            


    

     

    
      	
              10.  

            	
              No
      service charge shall be made for the registration of transfer or exchange
      of the Debentures of the Fifteenth 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.

            


    

     

    
      	
              11.  

            	
              If
      the Company shall make any deposit of money and/or Eligible Obligations
      with respect to any Debentures of the Fifteenth 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 Fifteenth 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 said 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 Fifteenth 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 a change in law occurring
after the date of this certificate, the Holders of such Debentures of the
Fifteenth Series, or the applicable portions of the principal amount thereof,
will not recognize income, gain or loss for U.S. 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 U.S. 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.

     

    
      	
              12.  

            	
              The
      Debentures of the Fifteenth Series will be absolutely, irrevocably and
      unconditionally guaranteed as to payment of principal, interest and
      premium, if any, by FPL Group, as Guarantor (the “Guarantor”), pursuant
      to a Guarantee Agreement, dated as of June 1, 1999, between the
      Guarantor and The Bank of New York Mellon (formerly known as The Bank of
      New York)(as Guarantee Trustee) (the “Guarantee
      Agreement”).  The following shall constitute “Guarantor Events” with
      respect to the Debentures of the Fifteenth
  Series:

            


    

     

    (A) the
failure of the Guarantee Agreement to be in full force and effect;

     

    (B) the
entry by a court having jurisdiction in the premises of (i) a decree or order
for relief in respect of the Guarantor in an involuntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency or other similar
law or (ii) a decree or order adjudging the Guarantor bankrupt or insolvent, or
approving as properly filed a petition by one or more entities other than the
Guarantor seeking reorganization, arrangement, adjustment or composition of or
in respect of the Guarantor under any applicable Federal or State bankruptcy,
insolvency or other similar law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official for the
Guarantor or for any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and any such decree or order for relief or any
such other decree or order shall have remained unstayed and in effect for a
period of 90 consecutive days; or

     

    (C) the
commencement by the Guarantor of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency or other similar law or of
any other case or proceeding to be adjudicated bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in respect of the
Guarantor in a case or proceeding under any applicable Federal or State
bankruptcy, insolvency or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of a
petition or answer or consent

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    seeking
reorganization or relief under any applicable Federal or State bankruptcy,
insolvency or other similar law, or the consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of the Guarantor
or of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the authorization of such
action by the Board of Directors of the Guarantor.

     

    Notwithstanding
anything to the contrary contained in the Debentures of the Fifteenth Series,
this certificate or in the Indenture, the Company shall, if a Guarantor Event
shall occur and be continuing, redeem all of the Outstanding Debentures of the
Fifteenth Series within 60 days after the occurrence of such Guarantor Event
(the “Mandatory
Redemption”) at a Redemption Price specified below unless, within 30 days
after the occurrence of such Guarantor Event, Standard & Poor’s Ratings
Services (a Division of The McGraw Hill Companies, Inc.) and Moody’s Investors
Service, Inc. (if the Debentures of the Fifteenth Series are then rated by those
rating agencies, or, if the Debentures of the Fifteenth Series are not then
rated by those rating agencies but are then rated by one or more other
nationally recognized rating agencies, then at least one of those other
nationally recognized rating agencies) shall have reaffirmed in writing that,
after giving effect to such Guarantor Event, the credit rating on the Debentures
of the Fifteenth Series shall be investment grade (i.e. in one of the four
highest categories, without regard to subcategories within such rating
categories, of such rating agency).

     

    If
the Mandatory Redemption occurs (i) prior to June 1, 2012 and if the Purchase
Contracts have been previously or concurrently terminated, the Redemption Price
will be equal to the principal amount of each Debenture of the Fifteenth Series;
(ii) prior to June 1, 2012, if the Purchase Contracts have not been so
previously or concurrently terminated, the Redemption Price will be equal to the
Redemption Amount for each Debenture of the Fifteenth Series; or (iii) on or
after June 1, 2012, the Redemption Price will be equal to the principal amount
of each Debenture of the Fifteenth Series; in each case, together with accrued
and unpaid interest, if any, to the date of Mandatory Redemption.

     

    
      	
              13.  

            	
              With
      respect to the Debentures of the Fifteenth Series, each of the following
      events shall be an additional Event of Default under the
      Indenture:

            


    

     

    (A) the
consolidation of the Guarantor with or merger of the Guarantor into any other
Person, or the conveyance or other transfer or lease by the Guarantor of its
properties and assets substantially as an entirety to any Person,
unless

     

    (a) the
Person formed by such consolidation or into which the Guarantor is merged or the
Person which acquires by conveyance or other transfer, or which leases, the
properties and assets of the Guarantor substantially as an entirety shall be a
Person organized and existing under the laws of the United States, any State
thereof or the District of Columbia, and shall expressly assume the obligations
of the Guarantor under the Guarantee Agreement; and

     

    (b) immediately
after giving effect to such transaction, no Event of Default and no event which,
after notice or lapse of time or both, would become an Event of Default, shall
have occurred and be continuing; and

     

    (B) the
failure of the Company to redeem the Outstanding Debentures of the Fifteenth
Series as required by paragraph 12 hereof.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              14.  

            	
              If
      a Guarantor Event occurs and the Company is not required to redeem the
      Debentures of the Fifteenth Series pursuant to paragraph 12 hereof, the
      Company will provide to the Trustee and the Holders of the Debentures of
      the Fifteenth Series annual and quarterly reports containing the
      information that the Company would be required to file with the Securities
      and Exchange Commission under Section 13 or Section 15(d) of the
      Securities Exchange Act of 1934 if it were subject to the reporting
      requirements of those Sections.  If the Company is, at that
      time, subject to the reporting requirements of those Sections, the filing
      of annual and quarterly reports with the Securities and Exchange
      Commission pursuant to those Sections will satisfy this
      requirement.

            


    

     

    
      	
              15.  

            	
              The
      Debentures of the Fifteenth Series which are a component of the Corporate
      Units will be issued in certificated form, will be in denominations of
      $1,000 and integral multiples of $1,000, without coupons; provided,
      however, that upon release by the Collateral Agent of Debentures of the
      Fifteenth Series underlying the Applicable Ownership Interests in the
      Debentures of the Fifteenth Series pledged to secure the Corporate Units
      holders’ obligations under the related Purchase Contracts (other than any
      release of the Debentures of the Fifteenth Series in connection with the
      creation of Treasury Units, an Early Settlement, a Fundamental Change
      Early Settlement, or a Remarketing) the Debentures of the Fifteenth Series
      will be issuable in denominations of $50 principal amount and integral
      multiples thereof.

            


    

     

    
      	
              16.  

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

            


    

     

    
      	
              17.  

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

            


    

     

    
      	
              18.  

            	
              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.

            


    

     

    
      	
              19.  

            	
              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.

            


    

     

    
      	
              20.  

            	
              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 Fifteenth Series requested in the
      accompanying Company Order No. 16 have been complied
      with.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    IN
WITNESS WHEREOF, I have executed this Officer’s Certificate on behalf of the
Company this 26th day of May, 2009 in New York, New York.

    


    
      	 
      	 
      	
              /s/
      Andrew D. Kushner

            
	 
      	 
      	
              Andrew
      D. Kushner,

              Assistant
      Treasurer

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
A

    Defined
Terms

    


    “Accounting Event” shall have
the meaning set forth in Paragraph 7.

     

    “Applicable Ownership Interest in the
Debentures of the Fifteenth Series” means a 1/20th, or 5%, undivided
beneficial ownership interest in $1,000 principal amount of Debentures of the
Fifteenth Series that is a component of a Corporate Unit, and “Applicable Ownership Interests in
Debentures of the Fifteenth Series” means the aggregate of each
Applicable Ownership Interest in Debentures of the Fifteenth Series that is a
component of all Corporate Units then outstanding.

     

    “Applicable Principal Amount”
means the aggregate principal amount of the Debentures of the Fifteenth Series
that are components of Corporate Units.

     

    “Company” shall have the
meaning set forth in the first paragraph.

     

    “Corporate Units” shall have
the meaning set forth in Paragraph 9.

     

    “Contract Adjustment Payments”
shall have the meaning specified in the Purchase Contract
Agreement.

     

    “Contract Settlement Price”
shall have the meaning set forth in Paragraph 3.

     

    “Debentures of the Fifteenth
Series” shall have the meaning set forth in Paragraph 1.

     

    “Depositary” means a clearing
agency registered under Section 17A of the Securities Exchange Act of 1934, as
amended, that is designated to act as Depositary for the Corporate Units,
Treasury Units and Separate Debentures pursuant to the Purchase Contract
Agreement.

     

    “DTC” shall have the meaning
set forth in Paragraph 9.

     

    “Early Settlement” shall have
the meaning specified in the Purchase Contract Agreement.

     

    “Failed Remarketing” will
occur if, in spite of using its commercially reasonable efforts, the Remarketing
Agent cannot remarket the (i) Pledged Debentures of the Fifteenth Series and
(ii) the Separate Debentures of the Fifteenth Series, if any, the Holders of
which have elected to participate in such Remarketing, during any Three-Day
Remarketing Period (other than to the Company) at a price not less than 100.00%
of the sum of the Remarketing Treasury Portfolio Purchase Price plus Separate
Debentures of the Fifteenth Series Purchase Price, or a condition precedent set
forth in the Purchase Contract Agreement is not fulfilled.

     

    “Final Three-Day Remarketing Period”
shall mean the Three-Day Remarketing Period beginning on and including
the fifth Business Day, and ending on and including the third Business Day,
prior to June 1, 2012.

     

    “Final Remarketing Date” shall
mean the third Business Day immediately preceding June 1,
2012.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    “FPL Group” shall mean FPL
Group, Inc., a Florida corporation.

     

    “Fundamental Change Early
Settlement” shall have the meaning specified in the Purchase Contract
Agreement.

     

    “Guarantee Agreement” shall
have the meaning set forth in Paragraph 12.

     

    “Guarantor” shall have the
meaning set forth in Paragraph 12.

     

    “Guarantor Events” shall have
the meaning set forth in Paragraph 12.

     

    “Indenture” shall have the
meaning set forth in the first paragraph.

     

    “Interest Payment Dates” shall
have the meaning set forth in Paragraph 3.

     

    “Interest Rate” shall have the
meaning set forth in Paragraph 3.

     

    “Mandatory Redemption” shall
have the meaning set forth in Paragraph 12.

     

    “Minimum Price” shall have the
meaning set forth in Paragraph 3.

     

    “Period for Early Remarketing”
shall mean the period beginning on and including the third Business Day
prior to December 1, 2011 and ending on the ninth business day preceding
June 1, 2012, the last possible Remarketing Date prior to the Final
Three-Day Remarketing Period.

     

    “Pledge Agreement” shall have
the meaning set forth in Paragraph 7.

     

    “Pledged Debentures of the Fifteenth
Series” shall mean Applicable Ownership Interests in the Debentures of
the Fifteenth Series from time to time credited to the Collateral Account and
not then released from the lien and security interest in the Collateral created
by the Pledge Agreement.

     

    “Purchase Contract Agent”
shall have the meaning set forth in Paragraph 3.

     

    “Purchase Contract Agreement”
shall have the meaning set forth in Paragraph 9.

     

    ”Purchase Contract Settlement
Date” shall mean June 1, 2012.

     

    “Put Price” shall have the
meaning set forth in Paragraph 8.

     

    “Quarterly Interest Payment
Date” shall have the meaning set forth in Paragraph 3.

     

    “Quotation Agent” shall have
the meaning set forth in Paragraph 3.

     

    “Redemption Amount” shall have
the meaning set forth in Paragraph 7.

     

    “Remarketed Debentures of the
Fifteenth Series” shall have the meaning set forth in Paragraph
3.

     

    “Remarketing” means the
remarketing of the Debentures of Fifteenth Series pursuant to the Remarketing
Agreement during the Three-Day Remarketing Period.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Remarketing Agent” shall have
the meaning set forth in Paragraph 3.

     

    “Remarketing Agreement” shall
have the meaning set forth in Paragraph 3.

     

    “Remarketing Announcement”
shall have the meaning set forth in Paragraph 3.

     

    “Remarketing Announcement Date”
shall have the meaning set forth in Paragraph 3.

     

    “Remarketing Dates” shall mean
one or more Business Days during the period beginning on the third Business Day
immediately preceding December 1, 2011 and ending on the third Business Day
immediately preceding June 1, 2012 selected by the Company as a date on which
the Remarketing Agent shall, in accordance with the terms of the Remarketing
Agreement, remarket the Debentures of the Fifteenth Series.

     

    “Remarketing Fee” shall mean
(a) in connection with a Successful Remarketing during the period other than the
Final Three-Day Remarketing Period, the amount that may be deducted from any
portion of the proceeds from the Remarketing that is in excess of the sum of the
Remarketing Treasury Portfolio Purchase Price and the aggregate Separate
Debentures of the Fifteenth Series Purchase Price equal to 25 basis points
(0.25%) of the sum of the Remarketing Treasury Portfolio Purchase Price and the
Separate Debentures of the Fifteenth Series Purchase Price; or (b) in connection
with a Successful Remarketing during the Final Three-Day Remarketing Period, the
amount that may be deducted from any portion of the proceeds from the
Remarketing that is in excess of the aggregate principal amount of the
Remarketed Debentures of the Fifteenth Series equal to 25 basis points (0.25%)
of the aggregate principal amount of the Remarketed Debentures of the Fifteenth
Series.

     

    “Remarketing Per Debenture of the
Fifteenth Series Price” means an amount equal to the Remarketing Treasury
Portfolio Purchase Price divided by the number of the Debentures of the
Fifteenth Series that are components of Corporate Units remarketed on any
Successful Remarketing Date during the Period for Early
Remarketing.

     

    “Remarketing Price” shall have
the meaning set forth in Paragraph 3.

     

    “Remarketing Treasury
Portfolio” shall have the meaning set forth in Paragraph 3.

     

    “Remarketing Treasury Portfolio
Purchase Price” shall have the meaning set forth in Paragraph
3.

     

    “Reset Effective Date” shall
have the meaning set forth in Paragraph 3.

     

    “Reset Rate” shall have the
meaning set forth in Paragraph 4.

     

    ”Separate Debentures of the Fifteenth
Series” means Debentures of the Fifteenth Series that are not components
of Corporate Units.

     

    ”Separate Debentures of the Fifteenth
Series Purchase Price” means the amount in cash equal to the product of
the Remarketing Per Debenture of the Fifteenth Series Price multiplied by the
number of Separate Debentures of the Fifteenth Series remarketed in a
Remarketing during the Period for Early Remarketing.

     

    “Special Event” shall have the
meaning set forth in Paragraph 7.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Special Event Redemption”
shall have the meaning set forth in Paragraph 7.

     

    “Special Event Redemption
Date” shall have the meaning set forth in Paragraph 7.

     

    “Special Event Treasury Portfolio”
shall have the meaning set forth in Paragraph 7.

     

    “Stated Maturity” shall have
the meaning set forth in Paragraph 2.

     

    “Subsequent Interest Payment
Date” shall have the meaning set forth in Paragraph 3.

     

    “Successful Early Remarketing”
occurs when the Remarketing Agent is able to remarket the Pledged Debentures of
the Fifteenth Series and the Separate Debentures of the Fifteenth Series
participating in such Remarketing, if any, at a price equal to or greater than
100.00% of the Remarketing Treasury Portfolio Purchase Price plus the Separate
Debentures of Fifteenth Series Purchase Price.

     

    “Successful Final Remarketing”
occurs when the Remarketing Agent is able to remarket the Pledged Debentures of
the Fifteenth Series and the Separate Debentures of the Fifteenth Series
participating in such Remarketing, if any, at a price equal to or greater than
100.00% of the aggregate principal amount of the Remarketed Debentures of
Fifteenth Series.

     

    “Successful Remarketing” means
a Successful Early Remarketing or a Successful Final Remarketing.

     

    “Successful Remarketing Date”
means the Remarketing Date on which the Debentures of the Fifteenth Series
participating in such Remarketing are successfully remarketed in accordance with
the provisions of the Remarketing Agreement.

     

    “Tax Event” shall have the
meaning set forth in Paragraph 7.

     

    “Three-Day Remarketing Period”
shall mean a period beginning on and including the first of three sequential
Remarketing Dates and ending on and including the third of such sequential
Remarketing Dates during which Debentures of the Fifteenth Series will be
remarketed in accordance with the provisions of the Remarketing
Agreement.

     

    “Treasury Unit” shall have the
meaning specified in the Purchase Contract Agreement.

     

    “Trustee” shall have the
meaning set forth in the first paragraph.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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. 302570___

     

    [FORM
OF FACE OF DEBENTURE]

     

    FPL
GROUP CAPITAL INC

     

    SERIES
C DEBENTURE DUE JUNE 1, 2014

     

    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, as set
forth on Schedule I hereto, on the Stated Maturity, and to pay interest thereon
from May 26, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, quarterly in arrears on March 1,
June 1, September 1 and December 1 (each a “Quarterly Interest Payment
Date”) of each year, commencing September 1, 2009, at the rate of 3.60%
per annum through and including the day immediately preceding the Reset
Effective Date, if any, and thereafter semi-annually in arrears on the
Subsequent Interest Payment Dates (together with the Quarterly Interest Payment
Dates, the “Interest Payment
Dates”) at the Reset Rate, in each case on the basis of a 360-day year
consisting of twelve 30-day months, until the principal hereof is paid or duly
provided for or made available for payment, and (to the extent that the payment
of such interest shall be legally enforceable) to pay interest, compounded
quarterly, at the rate of 3.60% per annum on any overdue principal and payment
of interest through and including the day immediately preceding the Reset
Effective Date, if any, and thereafter, compounded semi-annually, at the Reset
Rate, if any.

     

    No
interest will accrue on the Securities with respect to the day on which the
Securities 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), except that, if such Business Day is in
the next succeeding calendar year, then such payment shall be made on the
immediately preceding Business Day, in each case, 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 (a) as long as the Securities of this series remain
in certificated form and are held by the Purchase Contract Agent or are held in
book-entry only form, will be one Business Day prior to the corresponding
Interest Payment Date, or (b) if the Securities of this series are in
certificated form, but are not held by the Purchase Contract Agent, or are not
held in book-entry only form, will be at least one Business Day but not more
than 60 Business Days prior to such corresponding Interest Payment Date, as
selected by the Company; provided that, unless the Purchase Contracts described
in the Purchase Contract Agreement have been terminated, such Regular Record
Date must be the same as the record date for the payment of distributions and
Contract Adjustment Payments for the Corporate Units described in such Purchase
Contract Agreement; and provided further that interest payable at Maturity will
be paid to the Person to whom principal is paid.  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
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.

     

    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:

                	 
      


        

      

    

    


    


    


    A
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    [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

              


      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    A
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    [FORM
OF REVERSE OF 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 Debt Securities), dated as of June 1, 1999
(herein, together with any amendments thereto, called the “Indenture”, which
term shall have the meaning assigned to it in such instrument), between the
Company 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 May 26, 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 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.

     

    Unless
an earlier Special Event Redemption has occurred, this Security shall mature and
the principal amount thereof shall be due and payable together with all accrued
and unpaid interest thereon on the Stated Maturity.  The “Stated Maturity” shall mean
June 1, 2014.

     

    “Subsequent Interest Payment
Date” means, following the Reset Effective Date, each semi-annual
interest payment date established by the Company on the Remarketing Date on
which the Debentures of the Fifteenth Series are successfully
remarketed.

     

    If
a Special Event shall occur and be continuing, the Company may, at its option,
redeem the Debentures of the Fifteenth Series of this series in whole, but not
in part, on any Interest Payment Date prior to the earlier of the Successful
Remarketing Date or the Purchase Contract Settlement Date, at a price per
security equal to the Redemption Price as set forth in the
Indenture.

     

    If
this Security is not a component of Corporate Units, the Holder of this Security
may, on or prior to the second Business Day, but no earlier than the fifth
Business Day, immediately preceding the first Remarketing Date of any Three-Day
Remarketing Period, elect to have this Security remarketed, by delivering this
Security, along with a notice of such election to Deutsche Bank National Trust
Company, as Collateral Agent or Custodial Agent, for Remarketing in accordance
with the Pledge Agreement dated as of May 1, 2009 among FPL Group, The Bank of
New York Mellon and Deutsche Bank Trust Company Americas, as Collateral Agent,
Custodial Agent and Securities Intermediary.

     

    If
there has not been a Successful Remarketing prior to the Purchase Contract
Settlement Date, the Holders of Securities that are not part of a Corporate Unit
may exercise their put right by providing written notice at least two Business
Days prior to the Purchase Contract Settlement Date, all as more fully described
in the Indenture.  The Put Price will be paid to such Holder on the
Purchase Contract Settlement Date.  The “Put Price” will be equal to
the principal amount of the Securities, plus accrued and unpaid
interest.

     

    In
order for the Securities to be so repurchased, the Company must receive, on or
prior to 5:00 p.m. New York City time on the second Business Day immediately
preceding the Purchase Contract Settlement Date, at the offices of the agency of
the Company in The City of New York, the Securities of this series to be
repurchased with the form entitled “Option to Elect Repayment” on the reverse of
or otherwise accompanying such Securities duly completed.  Any such
notice received by the Company

     

    A
- 4

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    shall
be irrevocable.  All questions as to the validity, eligibility
(including time of receipt) and acceptance of the Securities of this series for
repayment shall be determined by the Company, whose determination shall be final
and binding.  The payment of the Put Price in respect of such
Securities of this series shall be made, either through the Trustee or the
Company acting as Paying Agent on the Purchase Contract Settlement
Date.

     

    The
Securities will be absolutely, irrevocably and unconditionally guaranteed as to
payment of principal, interest and premium, if any, by FPL Group, as Guarantor
(the “Guarantor”), pursuant to a Guarantee Agreement, dated as of June 1,
1999, between the Guarantor and The Bank of New York Mellon (formerly known as
The Bank of New York) (as Guarantee Trustee) (the “Guarantee
Agreement”).  The following shall constitute “Guarantor Events” with
respect to the Securities:

     

    (A) the
failure of the Guarantee Agreement to be in full force and effect;

     

    (B) the
entry by a court having jurisdiction in the premises of (i) a decree or order
for relief in respect of the Guarantor in an involuntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or (ii) a decree or order adjudging the Guarantor bankrupt or
insolvent, or approving as properly filed a petition by one or more entities
other than the Guarantor seeking reorganization, arrangement, adjustment or
composition of or in respect of the Guarantor under any applicable Federal or
State bankruptcy, insolvency or other similar law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
for the Guarantor or for any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and any such decree or order for
relief or any such other decree or order shall have remained unstayed and in
effect for a period of 90 consecutive days; or

     

    (C) the
commencement by the Guarantor of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Guarantor in a case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State bankruptcy, insolvency or other
similar law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Guarantor or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the authorization of such action by
the Board of Directors of the Guarantor.

     

    Notwithstanding
anything to the contrary contained in the Securities, the Officer’s Certificate
dated May 26, 2009, establishing the Securities, or in the Indenture, the
Company shall, if a Guarantor Event shall occur and be continuing, redeem all of
the Outstanding Securities within 60 days after the occurrence of such Guarantor
Event (the “Mandatory
Redemption”) at a mandatory Redemption Price specified below unless,
within 30 days after the occurrence of such Guarantor Event, Standard &
Poor’s Ratings Service (a Division of the McGraw Hill Companies, Inc.) and
Moody’s Investors Service, Inc. (if the Securities are then rated by those
rating agencies, or, if the Securities are not then rated by those rating
agencies but are then rated by one or more other nationally recognized rating
agencies, then at least one of those other nationally recognized rating
agencies) shall have reaffirmed in

    


    A
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    writing
that, after giving effect to such Guarantor Event, the credit rating on the
Securities shall be investment grade (i.e. in one of the four highest
categories, without regard to subcategories within such rating categories, of
such rating agency).

    


    If
the Mandatory Redemption occurs (i) prior to June 1, 2012 and if the Purchase
Contracts have been previously or concurrently terminated, the Redemption Price
will be equal to the principal amount of each Security; (ii) prior to June 1,
2012, if the Purchase Contracts have not been so previously or concurrently
terminated, the Redemption Price will be equal to the Redemption Amount for each
Security; or (iii) on or after June 1, 2012, the Redemption Price will be equal
to the principal amount of each Security; in each case, together with accrued
and unpaid interest to the date of Mandatory Redemption.

     

    If
a Guarantor Event occurs and the Company is not required to redeem the
Securities pursuant to the preceding paragraph, the Company will provide to the
Trustee and the Holders of the Securities annual and quarterly reports
containing the information that the Company would be required to file with the
Securities and Exchange Commission under Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 if it were subject to the reporting requirements
of those Sections.  If the Company is, at that time, subject to the
reporting requirements of those Sections, the filing of annual and quarterly
reports with the Securities and Exchange Commission pursuant to those Sections
will satisfy the requirements of this paragraph.

     

    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.

     

    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

     

    A
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    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.

     

    The
Securities of this series are issuable only in registered form without coupons
in denominations of $1,000 and integral multiples thereof, except as provided
for in the Officer’s Certificate.  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.

     

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

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    A
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    SCHEDULE
I

    


     

    The
initial amount of the Securities evidenced by this certificate is
$_______________;

    CHANGES
TO PRINCIPAL AMOUNT OF SECURITIES EVIDENCED BY THIS CERTIFICATE

     

    


    
      	
              Date

            	
              Amount
      of decrease in principal amount of this Security

            	
              Amount
      of increase in principal amount of this Security

            	
              Principal
      amount of this Security following

              such
      decrease

              or
      increase

            	
              Signature
      of authorized signatory of Trustee or Security
Registrar

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    A
- 8

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    OPTION
TO ELECT REPAYMENT

     

    The
undersigned hereby irrevocably requests and instructs the Company to repay
$________ principal amount of the within Security, pursuant to its terms, on the
“Purchase Contract Settlement Date,” together with  any interest
thereon accrued but unpaid to the date of repayment, to the undersigned
at:

     

    
      
        
          	 
      
	
                  (Please
      print or type name and address of the
  undersigned)

                


        

      

    

    


     

    and
to issue to the undersigned, pursuant to the terms of the Security, a new
Security or Securities representing the remaining aggregate principal amount of
this Security.

     

    For
this Option to Elect Repayment to be effective, this Security with the Option to
Elect Repayment duly completed must be received by the Company at the offices of
its agency in The City of New York, no later than 5:00 p.m. on the second
Business Day prior to June 1, 2012.

     

    Dated:

     

    
      
        	
                Signature:

              	 
      
	
                 

                Signature
      Guarantee:

              	 
      


      

    

    


     

    Note:
The signature to this Option to Elect Repayment must correspond with the name as
written upon the face of the within Security without alternation or enlargement
or any change whatsoever.

    


    SIGNATURE
GUARANTEE

    


    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    A
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    ASSIGNMENT

     

    FOR
VALUE RECEIVED, the undersigned assigns and transfers this Series C Debenture
due June 1, 2014 to:

     

    


    
      
        
          	 
      
	 
      
	 
      
	
                  (Insert
      assignee’s social security or tax identification
  number)

                


        

      

    

    


    
      
        	 
      
	 
      
	 
      
	
                (Insert
      address and zip code of
assignee)

              


      

    

    


    and
irrevocably appoints

    


    
      	 
      
	 
      
	 
      


    

    


    agent
to transfer this Security on the books of the Security Register.  The
agent may substitute another to act for him or her.

     

          
Date:_________________________                             

     

    


    
      
        	
                Signature:

              	 
      
	
                 

                Signature
      Guarantee:

              	 
      


      

    

    


    (Sign
exactly as your name appears on the other side of this Security)

     

    SIGNATURE
GUARANTEE

    


    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

     

    


    


    


    


    


    


    A
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