exhibit4a.htm


     

    
      

      

    

    Exhibit
4(a)

     

    FPL
GROUP, INC.

     

    AND

     

    THE
BANK OF NEW YORK MELLON,

    as
Purchase Contract Agent

    


    ________________

     

    PURCHASE
CONTRACT AGREEMENT

     

    ________________

     

    DATED
AS OF MAY 1, 2009

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    TIE
SHEET

     

    
      	
              Section of

              Trust
      Indenture Act

              of 1939, as amended

            	
              Section of

              Purchase
      Contract

              Agreement            

            
	 
      	 
      
	
              310(a)

            	
              7.8

            
	
              310(b)

            	
              7.9(d)
      and (g), 11.8

            
	
              310(c)

            	
              Inapplicable

            
	
              311(a)

            	
              11.2(b)

            
	
              311(b)

            	
              11.2(b)

            
	
              311(c)

            	
              Inapplicable

            
	
              312(a)

            	
              11.2(a)

            
	
              312(b)

            	
              11.2(b)

            
	
              313

            	
              11.3

            
	
              314(a)

            	
              11.4

            
	
              314(b)

            	
              Inapplicable

            
	
              314(c)

            	
              11.5

            
	
              314(d)

            	
              Inapplicable

            
	
              314(e)

            	
              1.2

            
	
              314(f)

            	
              11.1

            
	
              315(a)

            	
              7.1(a)

            
	
              315(b)

            	
              7.2

            
	
              315(c)

            	
              7.1(e)

            
	
              315(d)(1)

            	
              7.1(b)

            
	
              315(d)(2)

            	
              7.1(b)

            
	
              315(d)(3)

            	
              11.9

            
	
              316(a)(1)(A)

            	
              11.9

            
	
              316(a)(1)(B)

            	
              11.6

            
	
              316(b)

            	
              6.1

            
	
              316(c)

            	
              11.2

            
	
              317(a)

            	
              Inapplicable

            
	
              317(b)

            	
              Inapplicable

            
	
              318(a)

            	
              11.1(b)

            


    

    


    _____________

    
      	
              *

            	
              This
      Cross-Reference Table does not constitute part of the Purchase Contract
      Agreement and shall not affect the interpretation of any of its terms or
      provisions.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    Page

    


    
      	 
      	
              ARTICLE
      I

            	 
      
	 
      	 
      	 
      
	 
      	
              Definitions
      and Other Provisions

              of
      General Application

            	 
      
	 
      	 
      	 
      
	
              SECTION
      1.1.

            	
              Definitions

            	
              1

            
	
              SECTION
      1.2.

            	
              Compliance
      Certificates and Opinions

            	
              14

            
	
              SECTION
      1.3.

            	
              Form
      of Documents Delivered to Purchase Contract Agent

            	
              15

            
	
              SECTION
      1.4

            	
              Acts
      of Holders; Record Dates

            	
              15

            
	
              SECTION
      1.5.

            	
              Notices

            	
              16

            
	
              SECTION
      1.6.

            	
              Notice
      to Holders; Waiver

            	
              17

            
	
              SECTION
      1.7

            	
              Effect
      of Headings and Table of Contents

            	
              18

            
	
              SECTION
      1.8.

            	
              Successors
      and Assigns

            	
              18

            
	
              SECTION
      1.9.

            	
              Separability
      Clause

            	
              18

            
	
              SECTION
      1.10.

            	
              Benefits
      of Agreement

            	
              18

            
	
              SECTION
      1.11.

            	
              Governing
      Law

            	
              18

            
	
              SECTION
      1.12.

            	
              Legal
      Holidays

            	
              18

            
	
              SECTION
      1.13.

            	
              Counterparts

            	
              19

            
	
              SECTION
      1.14.

            	
              Inspection
      of Agreement

            	
              19

            
	
              SECTION
      1.15

            	
              Force
      Majeure.

            	
              19

            
	
              SECTION
      1.16.

            	
              Waiver
      of Jury Trial.

            	
              19

            


    

    


    
      	 
      	
              ARTICLE
      II

            	 
      
	 
      	 
      	 
      
	 
      	
              Certificate
      Forms

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.1.

            	
              Forms
      of Certificates Generally

            	
              20

            
	
              SECTION
      2.2.

            	
              Form
      of Purchase Contract Agent’s Certificate of Authentication

            	
              20

            


    

    


    
      	 
      	
              ARTICLE
      III

            	 
      
	 
      	 
      	 
      
	 
      	
              The
      Units

            	 
      
	 
      	 
      	 
      
	
              SECTION
      3.1.

            	
              Title
      and Terms; Denominations

            	
              20

            
	
              SECTION
      3.2.

            	
              Rights
      and Obligations Evidenced by the Certificates

            	
              20

            
	
              SECTION
      3.3.

            	
              Execution,
      Authentication, Delivery and Dating

            	
              21

            
	
              SECTION
      3.4.

            	
              Temporary
      Certificates

            	
              22

            
	
              SECTION
      3.5.

            	
              Registration;
      Registration of Transfer and Exchange

            	
              23

            
	
              SECTION
      3.6.

            	
              Book-Entry
      Interests

            	
              24

            
	
              SECTION
      3.7.

            	
              Notices
      to Holders

            	
              25

            
	
              SECTION
      3.8.

            	
              Appointment
      of Successor Clearing Agency

            	
              25

            
	
              SECTION
      3.9.

            	
              Definitive
      Certificates

            	
              25

            
	
              SECTION
      3.10.

            	
              Mutilated,
      Destroyed, Lost and Stolen Certificates

            	
              25

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              SECTION
      3.11.

            	
              Persons
      Deemed Owners

            	
              27

            
	
              SECTION
      3.12.

            	
              Cancellation

            	
              27

            
	
              SECTION
      3.13.

            	
              Creation
      or Recreation of Treasury Units by Substitution of Treasury
      Securities

            	
              28

            
	
              SECTION
      3.14.

            	
              Recreation
      of Corporate Units

            	
              30

            
	
              SECTION
      3.15.

            	
              Transfer
      of Collateral upon Occurrence of Termination Event

            	
              33

            
	
              SECTION
      3.16.

            	
              No
      Consent to Assumption

            	
              33

            


    

    


    
      	 
      	
              ARTICLE
      IV

            	 
      
	 
      	 
      	 
      
	 
      	
              The
      Debentures

            	 
      
	 
      	 
      	 
      
	
              SECTION
      4.1

            	
              Payment
      of Interest; Rights to Interest Preserved; Interest Rate Reset;
      Notice

            	
              33

            
	
              SECTION
      4.2.

            	
              Notice
      and Voting

            	
              35

            
	
              SECTION
      4.3.

            	
              Substitution
      of the Treasury Portfolio for the Debentures

            	
              35

            
	
              SECTION
      4.4.

            	
              Consent
      to Treatment for Tax Purposes

            	
              36

            


    

    


    
      	 
      	
              ARTICLE
      V

            	 
      
	 
      	 
      	 
      
	 
      	
              The
      Purchase Contracts

            	 
      
	 
      	 
      	 
      
	
              SECTION
      5.1

            	
              Purchase
      of Shares of Common Stock

            	
              36

            
	
              SECTION
      5.2.

            	
              Contract
      Adjustment Payments

            	
              38

            
	
              SECTION
      5.3.

            	
              Deferral
      of Payment Dates for Contract Adjustment Payments

            	
              39

            
	
              SECTION
      5.4.

            	
              Payment
      of Purchase Price

            	
              41

            
	
              SECTION
      5.5.

            	
              Issuance
      of Shares of Common Stock

            	
              45

            
	
              SECTION
      5.6.

            	
              Adjustment
      of Fixed Settlement Rate; Fundamental Change Early
    Settlement

            	
              46

            
	
              SECTION
      5.7.

            	
              Notice
      of Adjustments and Certain Other Events

            	
              55

            
	
              SECTION
      5.8.

            	
              Termination
      Event; Notice

            	
              56

            
	
              SECTION
      5.9.

            	
              Early
      Settlement

            	
              56

            
	
              SECTION
      5.10

            	
              No
      Fractional Shares

            	
              59

            
	
              SECTION
      5.11.

            	
              Charges
      and Taxes

            	
              59

            


    

    


    
      	 
      	
              ARTICLE
      VI

            	 
      
	 
      	 
      	 
      
	 
      	
              Remedies

            	 
      
	 
      	 
      	 
      
	
              SECTION
      6.1

            	
              Unconditional
      Right of Holders to Receive Contract Adjustment Payments and to Purchase
      Shares of Common Stock

            	
              59

            
	
              SECTION
      6.2.

            	
              Restoration
      of Rights and Remedies

            	
              60

            
	
              SECTION
      6.3.

            	
              Rights
      and Remedies Cumulative

            	
              60

            
	
              SECTION
      6.4.

            	
              Delay
      or Omission Not Waiver

            	
              60

            
	
              SECTION
      6.5.

            	
              Undertaking
      for Costs

            	
              60

            
	
              SECTION
      6.6.

            	
              Waiver
      of Stay or Extension Laws

            	
              61

            


    

    


    


    


    


    


    


    ii


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	
              ARTICLE
      VII

            	 
      
	 
      	 
      	 
      
	 
      	
              The
      Purchase Contract Agent

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.1

            	
              Certain
      Duties and Responsibilities

            	
              61

            
	
              SECTION
      7.2.

            	
              Notice
      of Default

            	
              62

            
	
              SECTION
      7.3.

            	
              Certain
      Rights of Purchase Contract Agent

            	
              62

            
	
              SECTION
      7.4.

            	
              Not
      Responsible for Recitals or Issuance of Units

            	
              64

            
	
              SECTION
      7.5.

            	
              May Hold
      Units

            	
              64

            
	
              SECTION
      7.6.

            	
              Money
      Held in Custody

            	
              64

            
	
              SECTION
      7.7.

            	
              Compensation
      and Reimbursement

            	
              64

            
	
              SECTION
      7.8.

            	
              Corporate
      Purchase Contract Agent Required; Eligibility

            	
              65

            
	
              SECTION
      7.9.

            	
              Resignation
      and Removal; Appointment of Successor

            	
              65

            
	
              SECTION
      7.10.

            	
              Acceptance
      of Appointment by Successor

            	
              67

            
	
              SECTION
      7.11

            	
              Merger,
      Conversion, Consolidation or Succession to Business

            	
              67

            
	
              SECTION
      7.12.

            	
              Preservation
      of Information; Communications to Holders

            	
              67

            
	
              SECTION
      7.13.

            	
              No
      Obligations of Purchase Contract Agent

            	
              68

            
	
              SECTION
      7.14.

            	
              Tax
      Compliance

            	
              68

            


    

    


    
      	 
      	
              ARTICLE
      VIII

            	 
      
	 
      	 
      	 
      
	 
      	
              Supplemental
      Agreements

            	 
      
	 
      	 
      	 
      
	
              SECTION
      8.1.

            	
              Supplemental
      Agreements Without Consent of Holders

            	
              69

            
	
              SECTION
      8.2.

            	
              Supplemental
      Agreements with Consent of Holders

            	
              69

            
	
              SECTION
      8.3.

            	
              Execution
      of Supplemental Agreements

            	
              70

            
	
              SECTION
      8.4.

            	
              Effect
      of Supplemental Agreements

            	
              71

            
	
              SECTION
      8.5.

            	
              Reference
      to Supplemental Agreements

            	
              71

            


    

    


    
      	 
      	
              ARTICLE
      IX

            	 
      
	 
      	 
      	 
      
	
              Consolidation,
      Merger, Sale, Conveyance, Transfer or Lease

            
	 
      	 
      	 
      
	
              SECTION
      9.1

            	
              Covenant
      Not to Consolidate, Merge, Sell, Convey, Transfer or Lease Property Except
      Under Certain Conditions

            	
              71

            
	
              SECTION
      9.2.

            	
              Rights
      and Duties of Successor Entity

            	
              71

            
	
              SECTION
      9.3.

            	
              Company
      Certificate and Opinion of Counsel Given to Purchase Contract
      Agent

            	
              72

            


    

    


    
      	 
      	
              ARTICLE
      X

            	 
      
	 
      	 
      	 
      
	 
      	
              Covenants

            	 
      
	 
      	 
      	 
      
	
              SECTION
      10.1.

            	
              Performance
      Under Purchase Contracts

            	
              72

            
	
              SECTION
      10.2.

            	
              Maintenance
      of Office or Agency

            	
              72

            
	
              SECTION
      10.3.

            	
              Company
      to Reserve Common Stock

            	
              73

            
	
              SECTION
      10.4.

            	
              Covenants
      as to Common Stock

            	
              73

            


    

    


    


    


    iii


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              SECTION
      10.5.

            	
              Covenants
      of Holders as to ERISA

            	
              73

            


    

    


    
      	 
      	
              ARTICLE
      XI

            	 
      
	 
      	 
      	 
      
	 
      	
              Trust
      Indenture Act

            	 
      
	 
      	 
      	 
      
	
              SECTION
      11.1.

            	
              Trust
      Indenture Act; Application

            	
              74

            
	
              SECTION
      11.2.

            	
              Lists
      of Holders of Units

            	
              74

            
	
              SECTION
      11.3.

            	
              Reports
      by the Purchase Contract Agent

            	
              74

            
	
              SECTION
      11.4.

            	
              Periodic
      Reports to Purchase Contract Agent

            	
              74

            
	
              SECTION
      11.5.

            	
              Evidence
      of Compliance with Conditions Precedent

            	
              75

            
	
              SECTION
      11.6.

            	
              Defaults;
      Waiver

            	
              75

            
	
              SECTION
      11.7.

            	
              Conflicting
      Interests

            	
              75

            
	
              SECTION
      11.8.

            	
              Direction
      of Purchase Contract Agent

            	
              75

            


    

    


    
      	
              EXHIBIT
      A

            	
              Form
      of Corporate Unit Certificate

            
	
              EXHIBIT
      B

            	
              Form
      of Treasury Unit Certificate

            
	
              EXHIBIT
      C

            	
              Notice
      to Settle by Separate Cash

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    iv


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PURCHASE CONTRACT AGREEMENT,
dated as of May 1, 2009, between FPL Group, Inc., a Florida corporation (the
“Company”), and The Bank
of New York Mellon, a New York banking corporation, acting as purchase contract
agent and attorney-in-fact for the Holders of Units from time to time (in any
one or more of such capacities, the “Purchase Contract
Agent”).

     

    RECITALS

     

    The
Company has duly authorized the execution and delivery of this Agreement and the
Certificates evidencing the Units.

     

    All
things necessary to make the Purchase Contracts, when the Certificates are
executed by the Company and authenticated, executed on behalf of the Holders and
delivered by the Purchase Contract Agent, as provided in this Agreement, the
valid obligations of the Company and the Holders, and to constitute these
presents a valid agreement of the Company, in accordance with its terms, have
been done.

     

    WITNESSETH:

     

    For
and in consideration of the premises and the purchase of the Units by the
Holders thereof, it is mutually agreed as follows:

     

    ARTICLE
I                                

     

    


     

    Definitions
and Other Provisions

     

    of
General Application

     

    
      	
              SECTION
      1.1.  

            	
              Definitions

            


    

    


     

    For
all purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires:

     

    (a) the
terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular, and nouns and
pronouns of the masculine gender include the feminine and neuter
genders;

     

    (b) all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles in the United
States;

     

    (c) the
words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Exhibit or other subdivision; and

     

    (d) the
following terms have the meanings given to them in this Section 1.1(d).

     

    “Act” when used with respect
to any Holder, has the meaning specified in Section 1.4.

     

    “Adjustment Factor” has the
meaning specified in Section 5.6(a)(9).

     


    
      
         


      

      
        
          

        

      

      
         


      

    


    


     

    “Affiliate” has the same
meaning as given to that term in Rule 405 of the Securities Act of 1933, as
amended, or any successor rule thereunder.

     

    “Agreement” means this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more agreements supplemental hereto entered into pursuant
to the applicable provisions hereof.

     

    “Applicable Market Value” has
the meaning specified in Section 5.1.

     

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

     

    “Applicable Ownership Interest in the
Treasury Portfolio” means, with respect to each Corporate Unit and the
U.S. Treasury securities in a Treasury Portfolio,

     

    (i)  a
1/20, or 5%, undivided beneficial ownership interest in $1,000 face amount of
U.S. treasury securities (or principal or interest strips thereof) included in
the applicable Treasury Portfolio which matures on or prior to May 31, 2012,
and

     

    (ii) for
each scheduled Payment Date on the Debentures that occurs after the Special
Event Redemption Date, the Mandatory Redemption Date or the Reset Effective Date
in the case of a Successful Early Remarketing, as the case may be, and on or
prior to the Purchase Contract Settlement Date, a 1/20, or 5% undivided
beneficial ownership interest in $1,000 face amount of U.S. treasury securities
(or principal or interest strips thereof) included in such Treasury Portfolio
that mature on or prior to the Business Day immediately preceding such scheduled
Payment Date.

     

    “Applicable Principal Amount”
has the meaning specified in the Officer’s Certificate.

     

    “Applicants” has the meaning
specified in Section 7.12(b).

     

    “Authorized Officer” means the
Chairman of the Board, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary, any Assistant Secretary or any other officer
or agent of the Company duly authorized by the Board of Directors to act in
respect of matters relating to this Agreement.

     

    “Bankruptcy Code” means Title
11 of the United States Code, or any other law of the United States that from
time to time provides a uniform system of bankruptcy laws.

     

    “Beneficial Owner” means, with
respect to a Book-Entry Interest, a Person who is the beneficial owner of such
Book-Entry Interest as reflected on the books of the Clearing Agency or on the
books of a Person maintaining an account with such Clearing Agency (directly as
a Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


     

    “Board of Directors” means the
board of directors of the Company or a duly authorized committee of that
board.

     

    “Board Resolution” means one
or more resolutions of the Board of Directors, a copy of which has been
certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors and to be in full force and effect on the
date of such certification and delivered to the Purchase Contract
Agent.

     

    “Book-Entry Interest” means a
beneficial interest in a Global Certificate, ownership and transfers of which
shall be maintained and made through book entries by a Clearing Agency as
described in Section 3.6.

     

    “Business Day” means any day
other than a Saturday, Sunday or any other day on which banking institutions and
trust companies in New York City (in the State of New York) are permitted or
required by any applicable law, regulation or executive order to close; provided
that for purposes of the second
paragraph of Section 1.12 only, the term “Business Day” shall also be
deemed to exclude any day on which the Depositary is closed.

     

    “Cash Settlement” has the
meaning specified in Section 5.4(a)(i).

     

    “Certificate” means a
Corporate Unit Certificate or a Treasury Unit Certificate, as the case may
be.

     

    “Clearing Agency” means an
organization registered as a “Clearing Agency” pursuant to Section 17A of
the Exchange Act that is acting as a depositary for the Units and in whose name,
or in the name of a nominee of that organization, shall be registered as a
Global Certificate and which shall undertake to effect book-entry transfers and
pledges of the Units.

     

    “Clearing Agency Participant”
means a securities broker or dealer, bank, trust company, clearing
corporation, other financial institution or other Person for whom from time to
time the Clearing Agency effects book-entry transfers and pledges of securities
deposited with the Clearing Agency.

     

    “Closing Price” has the
meaning specified in Section 5.1.

     

    “Code” means the Internal
Revenue Code of 1986, as amended.

     

    “Collateral” has the meaning
specified in Section 2.1
of the Pledge Agreement.

     

    “Collateral Agent” means
Deutsche Bank Trust Company Americas, as Collateral Agent under the Pledge
Agreement until a successor Collateral Agent shall have become such pursuant to
the applicable provisions of the Pledge Agreement, and thereafter “Collateral Agent” shall mean
the Person who is then the Collateral Agent thereunder.

     

    “Collateral Substitution”
means the substitution of the pledged components of one type of Unit for pledged
components of the other type of Unit (i.e., either Corporate Unit or Treasury
Unit) in connection with the creation or recreation of Treasury Units or
Corporate Units, as described in Sections 3.13
and 3.14.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


     

    “Common Stock” means the
Common Stock, par value $0.01 per share, of the Company.

     

    “Company” means the Person
named as the “Company” in the first
paragraph of this instrument until a successor shall have become such
pursuant to the applicable provisions of this Agreement, and thereafter “Company” shall mean such
successor.

     

    “Company Certificate” means a
certificate signed by an Authorized Officer and delivered to the Purchase
Contract Agent.

     

    “Constituent Person” has the
meaning specified in Section 5.6(b)(i).

     

    “Contract Adjustment Payments”
means the amounts payable by the Company in respect of each Purchase Contract
issued in connection with the Corporate Units and the Treasury Units, which
amounts shall be equal to 4.775% per annum of the Stated Amount; computed on the
basis of a 360-day year consisting of twelve 30-day months, plus any Deferred
Contract Adjustment Payments accrued pursuant to Section 5.3.

     

    “Corporate Trust Office” means
the corporate trust office of the Purchase Contract Agent at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 101 Barclay Street, Floor 8W,
New York, New York 10286, Attention:  Corporate Trust
Administration, or such other address as the Purchase Contract Agent may
designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Purchase Contract Agent (or
such other address as such successor Purchase Contract Agent may designate from
time to time by notice to the Holders and the Company).

     

    “Corporate Unit” means the
collective rights and obligations of a Holder of a Corporate Unit Certificate in
respect of the Applicable Ownership Interest in Debentures or the Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, subject in
each case to the Pledge thereof (except that the Applicable Ownership Interest
in the Treasury Portfolio as specified in clause (ii) of the definition of such
term shall not be subject to the Pledge), and the related Purchase
Contract.

     

    “Corporate Unit Certificate”
means a certificate evidencing the rights and obligations of a Holder in respect
of the number of Corporate Units specified on such certificate.

     

    “Coupon Rate” with respect to
a Debenture means the percentage rate per annum at which such Debenture will
bear interest.

     

    “Current Market Price” has the
meaning specified in Section 5.6(a)(8).

     

    “Debentures” means the series
of debentures of FPL Group Capital designated “Series C Debentures due June
1, 2014” to be issued under the Indenture.

     

    “Default” means a default by
the Company in any of its obligations under this Agreement.

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


     

    “Deferral
Period”  has the meaning specified in Section
5.3

     

    “Deferred Contract Adjustment
Payments” has the meaning specified in Section 5.3.

     

    “Depositary” means, initially,
The Depository Trust Company until another Clearing Agency becomes its
successor.

     

    “Early Settlement” has the
meaning specified in Section 5.9(a).

     

    “Early Settlement Amount” has
the meaning specified in Section 5.9(a).

     

    “Early Settlement Date” has
the meaning specified in Section 5.9(a).

     

    “Effective Date” has the
meaning specified in Section 5.6(b)(ii).

     

    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.

     

    “Exchange Act” means the
Securities Exchange Act of 1934 and any statute successor thereto, in each case
as amended from time to time, and the rules and regulations promulgated
thereunder.

     

    “Exchange Property Unit” has
the meaning specified in Section 5.6(b)(i).

     

    “Expiration Date” has the
meaning specified in Section 1.4.

     

    “Expiration Time” has the
meaning specified in Section 5.6(a)(6).

     

    “Failed Remarketing” has the
meaning specified in the Officer’s Certificate.

     

    “Fair Market Value”
means

     

    (i)           in
the case of any Spin-Off that is effected simultaneously with an Initial Public
Offering of the securities being distributed in the Spin-Off, the initial public
offering price of those securities, and

     

    (ii)           in
the case of any other Spin-Off, the average of the Closing Prices of the
securities being distributed in the Spin-Off over the first 10 Trading Days
after the effective date of such Spin-Off.

     

    “Final Three-Day Remarketing
Period” has the meaning specified in the Officer’s
Certificate.

     

    “Fixed Settlement Rate” means
each of the Minimum Settlement Rate and the Maximum Settlement
Rate.

     

    “FPL Group Capital” means FPL
Group Capital Inc, a Florida corporation and a wholly-owned subsidiary of the
Company, or any successor under the Indenture.

     

    “Fundamental Change”
means

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


     

    (i) a
“person” or “group” within the meaning of Section 13(d) of the Exchange Act
has become the direct or indirect “beneficial owner,” as defined in
Rule 13d-3 under the Exchange Act, of Common Stock representing more than
50% of the voting power of the Common Stock; or

     

    (ii) the
Company is involved in a consolidation with or merger into any other person, or
any merger of another person into the Company, or any transaction or series of
related transactions (other than a merger that does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares of
the Common Stock), in each case in which 10% or more of the total consideration
paid to the Company’s shareholders consists of cash or cash
equivalents.

     

    


    “Fundamental Change Early
Settlement” has the meaning specified in Section 5.6(b)(ii).

     

    “Fundamental Change Early Settlement
Date” has the meaning specified in Section 5.6(b)(ii).

     

    “Global Certificate” means a
Certificate that evidences all or part of the Units and is registered in the
name of the Depositary or a nominee thereof.

     

    “Guarantee Agreement” means
the Guarantee Agreement dated as of June 1, 1999, between the Company and
The Bank of New York Mellon, as guarantee trustee, as originally executed and
delivered and as it may from time to time be supplemented or
amended.

     

     “Holder,” when used with
respect to a Unit, means the Person in whose name a Corporate Unit Certificate
and/or a Treasury Unit Certificate evidencing the Unit is registered on the
Security Register.

     

    “Indenture” means the
Indenture (For Unsecured Debt Securities), dated as of June 1, 1999,
between FPL Group Capital and the Indenture Trustee pursuant to which the
Debentures are to be issued, as originally executed and delivered and as it may
from time to time be supplemented or amended by one or more indentures
supplemental thereto entered into pursuant to the applicable provisions thereof
and shall include the terms of a particular series of securities established as
contemplated by Section 301
thereof.

     

    “Indenture Trustee” means The
Bank of New York Mellon, as trustee under the Indenture, or any successor
thereto.

     

    “Initial Public Offering”
means the first time securities of the same class or type as the securities
being distributed in a Spin-Off are offered to the public for cash.

     

    “Issuer Order” or “Issuer Request” means a
written order or request signed in the name of the Company by an Authorized
Officer and delivered to the Purchase Contract Agent.

     

    “Make-Whole Share Amount” has
the meaning specified in Section 5.6(b)(ii).

     

    “Mandatory Redemption” has the
meaning specified in the Officer’s Certificate.

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


     

    “Mandatory Redemption Date”
means the date on which a Mandatory Redemption is to occur.

     

    “Maximum Settlement Rate” has
the meaning specified in Section 5.1(c).

     

    “Minimum Settlement Rate” has
the meaning specified in Section 5.1(a).

     

    “Minimum Stock Price” has the
meaning specified in Section 5.6(b).

     

    “NYSE” has the meaning
specified in Section 5.1.

     

    “Observation Period” means the
20 consecutive Trading Days ending on the third Trading Day immediately
preceding the Purchase Contract Settlement Date.

     

    “Officer’s Certificate” means
a certificate signed by an authorized signatory of FPL Group Capital
establishing the terms of the Debentures pursuant to the Indenture.

     

    “Opinion of Counsel” means an
opinion in writing signed by legal counsel, who may be an employee of or counsel
to the Company or an Affiliate and who shall be reasonably acceptable to the
Purchase Contract Agent.

     

    “Outstanding,” with respect to
any Corporate Units and Treasury Units means, as of any date of determination,
all Corporate Units and Treasury Units evidenced by Certificates theretofore
authenticated, executed and delivered under this Agreement, except:

     

    (i) if
a Termination Event has occurred, (A) Treasury Units for which Treasury
Securities have been deposited with the Purchase Contract Agent in trust for the
Holders of such Treasury Units and (B) Corporate Units for which the Applicable
Ownership Interest in Debentures or the Applicable Ownership Interest in the
Treasury Portfolio (or as contemplated in Section 3.15
hereto with respect to a Holder’s interest in the Treasury Portfolio or any
Treasury Securities, cash) theretofore has been deposited with the Purchase
Contract Agent in trust for the Holders of such Corporate Units;

     

    (ii) Corporate
Units and Treasury Units evidenced by Certificates theretofore cancelled by the
Purchase Contract Agent or delivered to the Purchase Contract Agent for
cancellation or deemed cancelled pursuant to the provisions of this Agreement;
and

     

    (iii) Corporate
Units and Treasury Units evidenced by Certificates in exchange for or in lieu of
which other Certificates have been authenticated, executed on behalf of the
Holder and delivered pursuant to this Agreement, other than any such Certificate
in respect of which there shall have been presented to the Purchase Contract
Agent proof satisfactory to it that such Certificate is held by a protected
purchaser in whose hands the Corporate Units or Treasury Units evidenced by such
Certificate are valid obligations of the Company;

     

    provided,
however, that in determining whether the Holders of the requisite number of the
Corporate Units or Treasury Units have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Corporate Units or Treasury
Units owned by the Company

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    or
any Affiliate of the Company shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Purchase Contract Agent
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Corporate Units or Treasury Units
which a Responsible Officer of the Purchase Contract Agent actually knows to be
so owned shall be so disregarded.  Corporate Units or Treasury Units
so owned which have been pledged in good faith may be regarded as Outstanding
Units if the pledgee establishes to the satisfaction of the Purchase Contract
Agent the pledgee’s right so to act with respect to such Corporate Units or
Treasury Units and that the pledgee is not the Company or any Affiliate of the
Company.

     

    “Payment Date” means each
March 1, June 1, September 1 and December 1 of each year,
commencing September 1, 2009.

     

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

     

    “Permitted Investments” has
the meaning specified in Article I
of the Pledge Agreement.

     

    “Person” means a legal person,
including any individual, corporation, estate, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof or any other entity of whatever nature.

     

    “Plan” means an employee
benefit plan that is subject to ERISA, a plan or individual retirement account
that is subject to Section 4975 of the Code or any entity whose assets are
considered assets of any such plan or account.

     

    “Pledge” means the lien and
security interest in the Collateral created by the Pledge
Agreement.

     

    “Pledge Agreement” means the
Pledge Agreement, dated as of the date hereof, by and among the Company, the
Purchase Contract Agent, as purchase contract agent and as attorney-in-fact for
the Holders from time to time of Units, and the Collateral Agent, as the
collateral agent, the custodial agent and the securities
intermediary.

     

    “Pledged Applicable Ownership
Interests in Debentures” has the meaning specified in Article I
of the Pledge Agreement.

     

    “Pledged Applicable Ownership
Interests in the Treasury Portfolio” has the meaning specified in Article I
of the Pledge Agreement.

     

    “Pledged Treasury Securities”
has the meaning specified in Article I
of the Pledge Agreement.

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


     

    “Predecessor Certificate”
means a Predecessor Corporate Unit Certificate or a Predecessor Treasury Unit
Certificate.

     

    “Predecessor Corporate Unit
Certificate” of any particular Corporate Unit Certificate means every
previous Corporate Unit Certificate evidencing all or a portion of the rights
and obligations of the Company and the Holder under the Corporate Unit evidenced
thereby; and, for the purposes of this definition, any Corporate Unit
Certificate authenticated and delivered under Section 3.10
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Corporate
Unit Certificate shall be deemed to evidence the same rights and obligations of
the Company and the Holder as the mutilated, destroyed, lost or stolen Corporate
Unit Certificate.

     

    “Predecessor Treasury Unit
Certificate” of any particular Treasury Unit Certificate means every
previous Treasury Unit Certificate evidencing all or a portion of the rights and
obligations of the Company and the Holder under the Treasury Units evidenced
thereby; and, for the purposes of this definition, any Treasury Unit Certificate
authenticated and delivered under Section 3.10
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Treasury
Unit Certificate shall be deemed to evidence the same rights and obligations of
the Company and the Holder as the mutilated, destroyed, lost or stolen Treasury
Unit Certificate.

     

    “Proceeds” has the meaning
specified in Article I
of the Pledge Agreement.

     

    “Prospectus” means the
prospectus relating to the delivery of any securities in connection with an
Early Settlement pursuant to Section 5.9
or a Fundamental Change Early Settlement pursuant to Section 5.6(b),
in the form in which filed with the Securities and Exchange Commission pursuant
to Rule 424(b) under the Securities Act, including the documents
incorporated by reference therein as of the date of such
Prospectus.

     

    “Purchase Contract,” when used
with respect to any Unit, means the contract forming a part of such Unit and
obligating the Company to (i) sell, and the Holder of such Unit to
purchase, not later than the Purchase Contract Settlement Date, for $50 in cash,
a number of newly-issued shares of Common Stock equal to the applicable
Settlement Rate and (ii) pay the Holder of such Unit Contract Adjustment
Payments, if any, on the terms and subject to the conditions set forth in Article V
hereof.

     

    “Purchase Contract Agent”
means the Person named as the “Purchase Contract Agent” in
the first
paragraph of this instrument until a successor Purchase Contract Agent
shall have become such pursuant to the applicable provisions of this Agreement,
and thereafter “Purchase
Contract Agent” shall mean such Person or any subsequent successor who is
appointed pursuant to this Agreement.

     

    “Purchase Contract Settlement
Date” means June 1, 2012.

     

    “Purchase Contract Settlement
Fund” has the meaning specified in Section 5.5.

     

    “Purchase Price” has the
meaning specified in Section 5.1.

     

    “Quotation Agent” has the
meaning specified in the Officer’s Certificate.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


     

    “Reacquired Shares” has the
meaning specified in Section 5.6(a)(6).

     

    “Record Date” for the payment
of distributions and Contract Adjustment Payments payable on any Payment Date
means, as to any Global Certificate, the Business Day next preceding such
Payment Date, and as to any other Certificate, a day selected by the Company
which shall be at least one Business Day but not more than 60 Business Days
prior to such Payment Date (and which shall correspond to the related record
date for the Debentures, as applicable).

     

    “Redemption Amount” has the
meaning specified in the Officer’s Certificate.

     

    “Redemption Price” has the
meaning specified in the Indenture.

     

    “Registration Statement” means
a registration statement under the Securities Act covering, inter alia, the
delivery of any securities in connection with an Early Settlement on the Early
Settlement Date or a Fundamental Change Early Settlement on the Fundamental
Change Early Settlement Date under Section 5.6(b)(ii),
including all exhibits thereto and the documents incorporated by reference in
the prospectus contained in such registration statement, and any post-effective
amendments thereto.

     

    “Reference Dividend” has the
meaning specified in Section 5.6(a)(5).

     

    “Remarketing” means the
remarketing of the Debentures by the Remarketing Agent pursuant to the
Remarketing Agreement.

     

    “Remarketing Agent” has the
meaning specified in the Officer’s Certificate.

     

    “Remarketing Agreement” has
the meaning specified in the Officer’s Certificate.

     

    “Remarketing Dates” means 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.

     

    “Remarketing Fee” has the
meaning specified in the Officer’s Certificate.

     

    “Remarketing Treasury
Portfolio” has the meaning specified in the Officer’s
Certificate.

     

    “Remarketing Treasury Portfolio
Purchase Price” has the meaning specified in the Officer’s
Certificate.

     

    “Reorganization Event”
means:

     

    (i) any
consolidation or merger of the Company with or into another Person or of another
Person with or into the Company (other than a merger or consolidation in which
the Company is the continuing Person and in which the Common Stock

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    outstanding
immediately prior to the merger or consolidation is not exchanged for cash,
securities or other property of the Company or another Person); or

     

    (ii) any
sale, transfer, lease or conveyance to another Person of the property of the
Company as an entirety or substantially as an entirety; or

     

    (iii) any
statutory share exchange business combination of the Company with another Person
(other than a statutory share exchange business combination in which the Company
is the continuing Person and in which the Common Stock outstanding immediately
prior to the statutory share exchange business combination is not exchanged for
cash, securities or other property of the Company or another Person);
or

     

    (iv) any
liquidation, dissolution or winding up of the Company (other than as a result
of, or after the occurrence of, a Termination Event).

     

    “Reset Effective Date” has the
meaning specified in the Officer’s Certificate.

     

    “Reset Rate” means the Coupon
Rate to be in effect for the Debentures on and after the Reset Effective Date
and determined as provided in Section 4.1.

     

    “Responsible Officer,” when
used with respect to the Purchase Contract Agent, means any officer within the
corporate trust department of the Purchase Contract Agent, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Purchase Contract Agent who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such persons’ knowledge of any familiarity with
the particular subject.

     

    “Securities Act” means the
Securities Act of 1933 and any statute successor thereto, in each case as
amended from time to time, and the rules and regulations promulgated
thereunder.

     

    “Security Register” and “Securities Registrar” have
the respective meanings set forth in Section 3.5.

     

    “Senior Indebtedness” means
indebtedness of any kind of the Company, existing or incurred in the future
(including the guarantee of the Debentures pursuant to the Guarantee Agreement),
unless the instrument, if any, under which such indebtedness is incurred
expressly provides that it is on a parity in right of payment with or
subordinate in right of payment to the Contract Adjustment
Payments.

     

    “Separate Debentures” means
Debentures that are not components of Corporate Units.

     

    “Separate Debentures Purchase
Price” means the amount in cash equal to the product of (i) the
Remarketing Treasury Portfolio Purchase Price divided by the aggregate principal
amount of the Debentures underlying the Applicable Ownership Interests in
Debentures on any Successful Remarketing Date during the Period for Early
Remarketing multiplied by (ii) the aggregate principal amount of Separate
Debentures remarketed in a Remarketing during the Period for Early
Remarketing.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


     

    “Settlement Rate” has the
meaning specified in Section 5.1.

     

    “Special Event” has the
meaning specified in the Officer’s Certificate.

     

    “Special Event Redemption” has
the meaning specified in the Officer’s Certificate.

     

    “Special Event Redemption
Date” has the meaning specified in the Officer’s
Certificate.

     

    “Special Event Treasury
Portfolio” means (i) interest or principal strips of U.S. treasury
securities that mature on or prior to May 31, 2012 in an aggregate amount at
maturity equal to the aggregate principal amount of Debentures underlying
Applicable Ownership Interests in Debentures included in the Corporate Units,
and (ii) with respect to each scheduled Payment Date on the Debentures that
occurs after the Special Event Redemption Date and on or prior to June 1, 2012,
interest or principal strips of U.S. treasury securities which mature on or
prior to such scheduled Payment Date in an aggregate amount equal at maturity to
the aggregate interest payment that would be due on the aggregate principal
amount of the Debentures underlying Applicable Ownership Interests in Debentures
included in the Corporate Units on such Payment Date assuming that the interest
rate on the Debentures has not been reset.

     

    “Special Event Treasury Portfolio
Purchase Price” means 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 Special Event Redemption Date for
the purchase of the Special Event Treasury Portfolio for settlement on the
Special Event Redemption Date.

     

    “Spin-Off” means payment of a
dividend or other distribution on the Common Stock of shares of capital stock of
any class or series, or similar equity interests, of or relating to a subsidiary
or other business unit of the Company.

     

    “Stated Amount” means $50 per
Unit.

     

    “Stock Price” has the meaning
specified in Section 5.6(b)(ii).

     

    “Successful Early Remarketing”
has the meaning specified in the Officer’s Certificate.

     

    “Successful Remarketing” has
the meaning specified in the Officer’s Certificate.

     

    “Successful Remarketing Date”
has the meaning specified in the Officer’s Certificate.

     

    “Termination Date” means the
date, if any, on which a Termination Event occurs.

     

    “Termination Event” means the
occurrence of any of the following events:

     

    (i) at
any time on or prior to the Purchase Contract Settlement Date, a judgment,
decree or court order shall have been entered granting relief under the
Bankruptcy Code or any other similar applicable Federal or State law,
adjudicating the Company to be insolvent, or approving as properly filed a
petition seeking reorganization

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    or
liquidation of the Company, and, unless such judgment, decree or order shall
have been entered within 60 days prior to the Purchase Contract Settlement Date,
such decree or order shall have continued undischarged and unstayed for a period
of 60 days; or

     

    (ii) at
any time on or prior to the Purchase Contract Settlement Date, a judgment,
decree or court order for the appointment of a receiver or liquidator or trustee
or assignee in bankruptcy or insolvency of the Company or of its property, or
for the winding up or liquidation of its affairs, shall have been entered, and,
unless such judgment, decree or order shall have been entered within 60 days
prior to the Purchase Contract Settlement Date, such judgment, decree or order
shall have continued undischarged and unstayed for a period of 60 days;
or

     

    (iii) at
any time on or prior to the Purchase Contract Settlement Date, the Company shall
file a petition for relief under the Bankruptcy Code, or shall consent to the
filing of a bankruptcy proceeding against it, or shall file a petition or answer
or consent seeking reorganization or liquidation under the Bankruptcy Code or
any other similar applicable Federal or State law, or shall consent to the
filing of any such petition, or shall consent to the appointment of a receiver
or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its
property, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become
due.

     

    “Three-Day Remarketing Period”
has the meaning specified in the Officer’s Certificate.

     

    “Threshold Appreciation Price”
has the meaning specified in Section 5.1.

     

    “TIA” means, as of any time,
the Trust Indenture Act of 1939, as amended, or any successor statute, as in
effect at such time.

     

    “Trading Day” has the meaning
specified in Section 5.1.

     

    “Transfer” has the meaning
specified in Article
I of the Pledge Agreement.

     

    “Treasury Portfolio” means, as
applicable, the Remarketing Treasury Portfolio or the Special Event Treasury
Portfolio.

     

    “Treasury Portfolio Purchase
Price” means, as applicable, the Remarketing Treasury Portfolio Purchase
Price or the Special Event Treasury Portfolio Purchase Price.

     

    “Treasury Security” means a
zero-coupon U.S. Treasury security having a principal amount at maturity equal
to $1,000 and maturing on May 31, 2012 (CUSIP No. 912820PR2).

     

    “Treasury Unit” means,
following the substitution of Treasury Securities for Pledged Applicable
Ownership Interests in Debentures or Pledged Applicable Ownership Interests in
the Treasury Portfolio, as the case may be, as collateral to secure a Holder’s
obligations under the Purchase Contract, the collective rights and obligations
of a Holder of a Treasury Unit Certificate

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    in
respect of such Treasury Securities, subject to the Pledge thereof, and the
related Purchase Contract.

     

    “Treasury Unit Certificate”
means a certificate evidencing the rights and obligations of a Holder in respect
of the number of Treasury Units specified on such certificate.

     

    “Underwriting Agreement” means
the Underwriting Agreement, dated May 20, 2009, relating to the offer and
sale of Corporate Units among the Company, FPL Group Capital, and Credit Suisse
Securities (USA) LLC.

     

    “Unit” means a Corporate Unit
or a Treasury Unit, as the case may be.

     

    “Value” means, with respect to
any item of Collateral on any date, as to

     

    (i) Cash,
the amount thereof;

     

    (ii) Treasury
Securities, the aggregate principal amount thereof at maturity;

     

    (iii) Applicable
Ownership Interests in Debentures, the appropriate aggregate principal amount of
the underlying Debentures; and

     

    (iv) Applicable
Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the
definition of such term), the appropriate aggregate percentage of the aggregate
principal amount at maturity of the Treasury Portfolio.

     

    “Vice President” means any
vice president, whether or not designated by a number or a word or words added
before or after the title “vice president.”

     

    
      	
              SECTION
      1.2.  

            	
              Compliance
      Certificates and Opinions

            


    

     

    .

     

    Except
as otherwise expressly provided by this Agreement, upon any application or
request by the Company to the Purchase Contract Agent to take any action under
any provision of this Agreement, the Company shall furnish to the Purchase
Contract Agent a Company Certificate stating that all conditions precedent, if
any, provided for in this Agreement relating to the proposed action have been
complied with and, if requested by the Purchase Contract Agent, an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Agreement relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Agreement shall include:

     

    (1)           a
statement that each individual signing such certificate or opinion has read such
condition or covenant and the definitions herein relating thereto;

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


     

    (2)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

     

    (3)           a
statement that, in the opinion of each such individual, he or she has made such
examination or investigation as is necessary to enable such individual to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

     

    (4)           a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.

     

    
      	
              SECTION
      1.3.  

            	
              Form
      of Documents Delivered to Purchase Contract
  Agent

            


    

    .

    In
any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

    Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are
erroneous.  Any such certificate or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

     

    Where
any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Agreement, they may, but need not, be consolidated and form one
instrument.

     

    
      	
              SECTION
      1.4.  

            	
              Acts
      of Holders; Record Dates

            


    

    


    (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Purchase
Contract Agent and, where it is hereby expressly required, to the
Company.  Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and (subject to Section 7.1)
conclusive in favor of the Purchase Contract Agent and the Company, if made in
the manner provided in this Section.

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


     

    (b) The
fact and date of the execution by any Person of any such instrument or writing
may be proved in any manner which the Purchase Contract Agent deems
sufficient.

     

    (c) The
ownership of Units shall be proved by the Security Register.

     

    (d) Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Certificate shall bind every future Holder of the same
Certificate and the Holder of every Certificate issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Purchase Contract Agent or
the Company in reliance thereon, whether or not notation of such action is made
upon such Certificate.

     

    (e) The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Units entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Agreement to be given, made or taken by Holders of
Units.  If any record date is set pursuant to this paragraph, the
Holders of the Outstanding Corporate Units and the Outstanding Treasury Units,
as the case may be, on such record date, and no other Holders, shall be entitled
to take the relevant action with respect to the Corporate Units or the Treasury
Units, as the case may be, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
number of Outstanding Units on such record date.  Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite number of Outstanding Units on the date such action is
taken.  Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Purchase Contract Agent in writing and to each Holder of Units in
the manner set forth in Section 1.6.

     

    With
respect to any record date set pursuant to this Section, the Company may
designate any date as the “Expiration Date” and from time
to time may change the Expiration Date to any earlier or later day; provided
that no such change shall be effective unless notice of the proposed new
Expiration Date is given to the Purchase Contract Agent in writing, and to each
Holder of Units in the manner set forth in Section 1.6,
on or prior to the existing Expiration Date.  If an Expiration Date is
not designated with respect to any record date set pursuant to this Section, the
Company shall be deemed to have initially designated the 180th day after such
record date as the Expiration Date with respect thereto, subject to its right to
change the Expiration Date as provided in this
paragraph.  Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

     

    
      	
              SECTION
      1.5.  

            	
              Notices

            


    

    .

    Any
request, demand, authorization, direction, notice, consent, waiver or Act of the
Holders or other document provided or permitted by this Agreement to be made
upon, given or furnished to, or filed with,

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


     

    (1)           the
Purchase Contract Agent by any Holder or by the Company shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if made,
given, furnished or filed in writing (including, without limitation, by
telecopy) and personally delivered or mailed, first-class postage prepaid,
addressed to the Purchase Contract Agent at The Bank of New York Mellon, 101
Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration or at any other address previously furnished in writing by the
Purchase Contract Agent to the Holders and the Company;

     

    (2)           the
Company by the Purchase Contract Agent or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if made,
given, furnished or filed in writing (including, without limitation, by
telecopy) and personally delivered or mailed, first-class postage prepaid,
addressed to the Company at FPL Group, Inc., 700 Universe Boulevard, Juno Beach,
Florida 33408, Attention: Treasurer, or at any other address previously
furnished in writing to the Purchase Contract Agent by the Company;

     

    (3)           the
Collateral Agent by the Purchase Contract Agent, the Company or any Holder shall
be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if made, given, furnished or filed in writing (including, without
limitation, by telecopy) and personally delivered or mailed, first-class postage
prepaid, addressed to the Collateral Agent at Deutsche Bank Trust Company
Americas, 60 Wall Street, 27th Floor, New York, New York 10005,
Attention:  Trust and Securities Services, with a copy to Deutsche
Bank National Trust Company, 25 DeForest Avenue, Second Floor, Summit, New
Jersey 07901, Attention: Trust and Securities Services, or at any other address
previously furnished in writing by the Collateral Agent to the Purchase Contract
Agent, the Company and the Holders; or

     

    (4)           the
Indenture Trustee by the Company shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if made, given, furnished or filed
in writing (including, without limitation, by telecopy) and personally delivered
or mailed, first-class postage prepaid, addressed to the Indenture Trustee at
The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286,
Attention: Corporate Trust Administration, or at any other address previously
furnished in writing by the Indenture Trustee to the Company.

     

    
      	
              SECTION
      1.6.  

            	
              Notice
      to Holders; Waiver

            


    

    .

    Where
this Agreement provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at its address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.  Where this Agreement provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of notice by Holders shall be
filed with the Purchase

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    Contract
Agent, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.

     

    In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Purchase Contract Agent
shall constitute a sufficient notification for every purpose
hereunder.

     

    
      	
              SECTION
      1.7.  

            	
              Effect
      of Headings and Table of Contents

            


    

    .

    The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

    
      	
              SECTION
      1.8.  

            	
              Successors
      and Assigns

            


    

     

    .

     

    All
covenants and agreements in this Agreement by the Company shall bind its
successors and assigns, whether so expressed or not.

     

    
      	
              SECTION
      1.9.  

            	
              Separability
      Clause

            


    

    .

    In
case any provision in this Agreement or in the Units shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions hereof and thereof shall not in any way be affected or impaired
thereby.

     

    
      	
              SECTION
      1.10.  

            	
              Benefits
      of Agreement

            


    

    .

    Nothing
in this Agreement or in the Units, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and, to the extent
provided hereby, the Holders, any benefits or any legal or equitable right,
remedy or claim under this Agreement.  The Holders from time to time
shall be beneficiaries of this Agreement and shall be bound by all of the terms
and conditions hereof and of the Units evidenced by their Certificates by their
acceptance of delivery of such Certificates.

    


    
      	
              SECTION
      1.11.  

            	
              Governing
      Law

            


    

    .

    THIS
AGREEMENT AND THE UNITS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREUNDER, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION SHALL
BE MANDATORILY APPLICABLE.

    


    
      	
              SECTION
      1.12.  

            	
              Legal
      Holidays

            


    

    .

    In
any case where any Payment Date shall not be a Business Day, then
(notwithstanding any other provision of this Agreement or the Corporate Unit
Certificates or the Treasury Unit Certificates) payment of the Contract
Adjustment Payments, if any, or other distributions, if any, shall not be made
on such date, but such payments shall be made on the next succeeding Business
Day with the same force and effect as if made on such Payment Date, and no
interest shall accrue or be payable by the Company or any Holder for the period
from and after any such Payment Date, except that, if such next succeeding
Business Day is in the next succeeding


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    calendar
year, such payment shall be made on the immediately preceding Business Day with
the same force and effect as if made on such Payment Date.

     

    


    In
any case where the Purchase Contract Settlement Date or any Early Settlement
Date or Fundamental Change Early Settlement Date shall not be a Business Day,
then (notwithstanding any other provision of this Agreement, the Corporate Unit
Certificates or the Treasury Unit Certificates), the Purchase Contracts shall
not be performed and Early Settlement and Fundamental Change Early Settlement
shall not be effected on such date, but the Purchase Contracts shall be
performed or Early Settlement or Fundamental Change Early Settlement shall be
effected, as applicable, on the immediately following Business Day with the same
force and effect as if performed on the Purchase Contract Settlement Date, Early
Settlement Date or Fundamental Change Early Settlement Date, as
applicable.

     

    
      	
              SECTION
      1.13.  

            	
              Counterparts

            


    

     

    .

     

    This
Agreement may be executed in any number of counterparts by the parties hereto on
separate counterparts, each of which, when so executed and delivered, shall be
deemed an original, but all such counterparts shall together constitute one and
the same instrument.

     

    
      	
              SECTION
      1.14.  

            	
              Inspection
      of Agreement

            


    

     

    


     

    A
copy of this Agreement shall be available at all reasonable times during normal
business hours at the Corporate Trust Office for inspection by any
Holder.

     

    
      	
              SECTION
      1.15.  

            	
              Force
      Majeure.

            


    

     

    In
no event shall the Purchase Contract Agent be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including,
without limitation, strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Purchase Contract Agent shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.  The Purchase Contract
Agent shall use reasonable efforts which are consistent with accepted practices
in the banking industry to maintain its computer (hardware and software)
services in good working order.

     

    
      	
              SECTION
      1.16.  

            	
              Waiver of Jury
      Trial.

            


    

     

    


     

    EACH
OF THE COMPANY AND THE PURCHASE CONTRACT AGENT HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE UNITS
OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    


     

    ARTICLE
II        


     

    Certificate
Forms

     

    
      	
              SECTION
      2.1.  

            	
              Forms
      of Certificates Generally

            


    

    .

    The
Certificates (including the form of Purchase Contract forming part of each Unit
evidenced thereby) shall be in substantially the form set forth in Exhibit
A hereto (in the case of Corporate Unit Certificates) or Exhibit
B hereto (in the case of Treasury Unit Certificates), with such letters,
numbers or other marks of identification or designation and such legends or
endorsements printed, lithographed or engraved thereon as may be required by the
rules of any securities exchange on which the Units may be listed or any
depositary therefor, or as may, consistently herewith, be determined by the
officers of the Company executing such Certificates, as evidenced by their
execution of the Certificates.

    The
definitive Certificates shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers of the Company executing the Units evidenced by such Certificates,
consistent with the provisions of this Agreement, as evidenced by their
execution thereof.

     

    Every
Global Certificate authenticated, executed on behalf of the Holders and
delivered hereunder shall bear a legend substantially in the form set forth in
Exhibit
A and Exhibit
B for a Global Certificate.

     

    
      	
              SECTION
      2.2.  

            	
              Form
      of Purchase Contract Agent’s Certificate of
  Authentication

            


    

    .

    The
form of the Purchase Contract Agent’s certificate of authentication of the Units
shall be in substantially the form set forth on the form of the applicable
Certificates.

    ARTICLE
III         

     

    The
Units

     

    
      	
              SECTION
      3.1.  

            	
              Title
      and Terms; Denominations

            


    

    .

    The
aggregate number of Units evidenced by Certificates authenticated, executed on
behalf of the Holders and delivered hereunder is limited to 7,000,000 units (or
8,050,000 if the overallotment option provided for in the Underwriting Agreement
is exercised in full) except for Certificates authenticated, executed and
delivered upon registration of transfer of, in exchange for, or in lieu of,
other Certificates pursuant to Section 3.4,
3.5, 3.10, 3.12, 3.13, 5.9 or 8.5.

    The
Certificates shall be issuable only in registered form and only in denominations
of a single Corporate Unit or Treasury Unit and any integral multiple
thereof.

     

    
      	
              SECTION
      3.2.  

            	
              Rights
      and Obligations Evidenced by the
Certificates

            


    

    .

    Each
Corporate Unit Certificate shall evidence the number of Corporate Units
specified therein, with each such Corporate Unit representing (1) the ownership
by the Holder thereof of an Applicable Ownership Interest in Debentures or an
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
subject to the Pledge of such Applicable Ownership


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    Interest
in Debenture or Applicable Ownership Interest in the Treasury Portfolio (as
specified in clause (i) of the definition of such term), as the case may be, by
such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations
of the Holder thereof and the Company under one Purchase
Contract.  The Purchase Contract Agent as attorney-in-fact for, and on
behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the
Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable
Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the
definition of such term), as the case may be, forming a part of such Corporate
Unit, to the Collateral Agent and grant to the Collateral Agent a security
interest in the right, title, and interest of such Holder in such Applicable
Ownership Interest in Debentures or such Applicable Ownership Interest in the
Treasury Portfolio (as specified in clause (i) of the definition of such term),
as the case may be, for the benefit of the Company, to secure the obligation of
the Holder under one Purchase Contract to purchase the Common
Stock.

    Upon
the formation of a Treasury Unit pursuant to Section 3.13,
each Treasury Unit Certificate shall evidence the number of Treasury Units
specified therein, with each such Treasury Unit representing (1) the ownership
by the Holder thereof of a 1/20, or 5%, undivided beneficial interest in a
Treasury Security, subject to the Pledge of such interest by such Holder
pursuant to the Pledge Agreement, and (2) the rights and obligations of the
Holder thereof and the Company under one Purchase Contract.  The
Purchase Contract Agent as attorney-in-fact for, and on behalf of, the Holder of
each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each
undivided beneficial interest in a Treasury Security forming a part of such
Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a
security interest in the right, title, and interest of such Holder in such
undivided beneficial interest in a Treasury Security for the benefit of the
Company, to secure the obligation of the Holder under one Purchase Contract to
purchase the Common Stock.

     

    Prior
to the purchase of shares of Common Stock under each Purchase Contract, such
Purchase Contract shall not entitle the Holder of a Unit to any of the rights of
a holder of shares of Common Stock, including, without limitation, the right to
vote or receive any dividends or other payments or to consent or to receive
notice as a shareholder in respect of the meetings of shareholders or for the
election of directors of the Company or for any other matter, or any other
rights whatsoever as a shareholder of the Company.

     

    
      	
              SECTION
      3.3.  

            	
              Execution,
      Authentication, Delivery and Dating

            


    

    .

    Subject
to the provisions of Section 3.13
and Section 3.14 hereof, upon the execution and delivery of this
Agreement, and at any time and from time to time thereafter, the Company may
deliver Certificates executed by the Company to the Purchase Contract Agent for
authentication, execution on behalf of the Holders and delivery, together with
its Issuer Order for authentication of such Certificates, and the Purchase
Contract Agent in accordance with such Issuer Order shall authenticate, execute
on behalf of the Holders and deliver such Certificates.

    


    The
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its President, one of its Vice Presidents, its Treasurer, one of its
Assistant Treasurers, its Secretary or one of its Assistant
Secretaries.  The signature of any of these officers on the
Certificates may be manual or facsimile.

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    


     

    Certificates
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates.

     

    No
Purchase Contract evidenced by a Certificate shall be valid until such
Certificate has been executed on behalf of the Holder by the manual signature of
an authorized signatory of the Purchase Contract Agent, as such Holder’s
attorney-in-fact.  Such signature by an authorized signatory of the
Purchase Contract Agent shall be conclusive evidence that the Holder of such
Certificate has entered into the Purchase Contracts evidenced by such
Certificate.

     

    Each
Certificate shall be dated the date of its authentication.

     

    No
Certificate shall be entitled to any benefit under this Agreement or be valid or
obligatory for any purpose unless there appears on such Certificate a
certificate of authentication substantially in the form provided for herein
executed by an authorized signatory of the Purchase Contract Agent by manual
signature, and such certificate of authentication upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.

     

    
      	
              SECTION
      3.4.  

            	
              Temporary
      Certificates

            


    

    .

    Pending
the preparation of definitive Certificates, the Company shall execute and
deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall
authenticate, execute on behalf of the Holders, and deliver, in lieu of such
definitive Certificates, temporary Certificates which are in substantially the
forms set forth in Exhibit
A and Exhibit
B hereto, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any securities exchange on which the
Corporate Units or Treasury Units, as the case may be, are listed, or as may,
consistently herewith, be determined by the officers of the Company executing
such Certificates, as evidenced by their execution of the
Certificates.

    


    If
temporary Certificates are issued, the Company will cause definitive
Certificates to be prepared without unreasonable delay.  After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the Corporate Trust Office, at the expense of the Company and
without charge to the Holder.  Upon surrender for cancellation of any
one or more temporary Certificates, the Company shall execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent shall authenticate,
execute on behalf of the Holder, and deliver in exchange therefor, one or more
definitive Certificates of like tenor and denominations and evidencing a like
number of Corporate Units or Treasury Units, as the case may be, as the
temporary Certificate or Certificates so surrendered.  Until so
exchanged, the temporary Certificates shall in all respects evidence the same
benefits and the same obligations with respect to the Corporate Units or
Treasury Units, as the case may be, evidenced thereby as definitive
Certificates.

     


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    


     

    
      	
              SECTION
      3.5.  

            	
              Registration;
      Registration of Transfer and
Exchange

            


    

    .

    The
Purchase Contract Agent shall keep at the Corporate Trust Office a register (the
“Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Purchase
Contract Agent shall provide for the registration of Certificates and of
transfers of Certificates (the Purchase Contract Agent, in such capacity, the
“Security
Registrar”).  The Security Registrar shall record separately
the registration and transfer of the Certificates evidencing Corporate Units and
Treasury Units.

    Upon
surrender for registration of transfer of any Certificate at the Corporate Trust
Office, the Company shall execute and deliver to the Purchase Contract Agent,
and the Purchase Contract Agent shall authenticate, execute on behalf of the
designated transferee or transferees, and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of any authorized
denominations, of like tenor, and evidencing a like number of Corporate Units or
Treasury Units, as the case may be.

     

    At
the option of the Holder, Certificates may be exchanged for other Certificates,
of any authorized denominations and evidencing a like number of Corporate Units
or Treasury Units, as the case may be, upon surrender of the Certificates to be
exchanged at the Corporate Trust Office.  Whenever any Certificates
are so surrendered for exchange, the Company shall execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent shall authenticate,
execute on behalf of the Holder, and deliver the Certificates which the Holder
making the exchange is entitled to receive.

     

    All
Certificates issued upon any registration of transfer or exchange of a
Certificate shall evidence the ownership of the same number of Corporate Units
or Treasury Units, as the case may be, and be entitled to the same benefits and
subject to the same obligations under this Agreement as the Corporate Units or
Treasury Units, as the case may be, evidenced by the Certificate surrendered
upon such registration of transfer or exchange.

     

    Every
Certificate presented or surrendered for registration of transfer or exchange
shall (if so required by the Company or the Purchase Contract Agent) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Purchase Contract Agent, duly executed by
the Holder thereof or its attorney duly authorized in writing.

     

    No
service charge shall be made for any registration of transfer or exchange of a
Certificate, but the Company and the Purchase Contract Agent may require payment
from the Holder of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Certificates, other than any exchanges pursuant to Sections
3.6 and 8.5 not involving any transfer.

     

    Notwithstanding
the foregoing, the Company will not be obligated to execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent will not be obligated
to authenticate, execute on behalf of the Holder and deliver any Certificate in
exchange for any other Certificate presented or surrendered for registration of
transfer or for exchange on or after the Business Day immediately preceding the
earliest to occur of any Early Settlement Date with respect to such Certificate,
any Fundamental Change Early Settlement Date with respect to such

     


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    Certificate,
the Purchase Contract Settlement Date or the Termination Date.  In
lieu of delivery of a new Certificate, upon satisfaction of the applicable
conditions specified above in this Section and receipt of appropriate
registration or transfer instructions from such Holder, the Purchase Contract
Agent shall

     

    (i) if
the Purchase Contract Settlement Date or any Early Settlement Date or
Fundamental Change Early Settlement Date with respect to such other Certificate
(or portion thereof) has occurred, deliver the shares of Common Stock issuable
in respect of the Purchase Contracts forming a part of the Units evidenced by
such other Certificate (or portion thereof), or

     

    (ii) if
a Termination Event, Early Settlement or Fundamental Change Early Settlement
shall have occurred prior to the Purchase Contract Settlement Date, or a Cash
Settlement shall have occurred, transfer the Applicable Ownership Interests in
Debentures, the Treasury Securities, or the Applicable Ownership Interests in
the Treasury Portfolio, as the case may be, underlying such other
Certificate,

     

    in
each case subject to the applicable conditions and in accordance with the
applicable provisions of Section 3.15
(with respect to a Termination Event) and Article V
hereof.

     

    
      	
              SECTION
      3.6.  

            	
              Book-Entry
      Interests

            


    

    .

    The
Certificates, on original issuance, will be issued in the form of one or more
fully registered Global Certificates, to be delivered to the Depositary or a
nominee or custodian thereof by, or on behalf of, the Company.  Such
Global Certificates shall initially be registered on the Security Register in
the name of Cede & Co., the nominee of the Depositary, and no Beneficial
Owner will receive a definitive Certificate representing such Beneficial Owner’s
interest in such Global Certificate, except as provided in Section 3.9.  The
Purchase Contract Agent shall enter into an agreement with the Depositary if so
requested by the Company.  Following the issuance of such Global
Certificates and unless and until definitive, fully registered Certificates have
been issued to Beneficial Owners pursuant to Section 3.9:

    


    (i) the
provisions of this Section 3.6 shall be in full force and
effect;

     

    (ii) the
Company shall be entitled to deal with the Clearing Agency for all purposes of
this Agreement (including the payment of Contract Adjustment Payments, if any,
and receiving approvals, votes or consents hereunder) as the Holder of the Units
and the sole holder of the Global Certificate(s) and shall have no obligation to
the Beneficial Owners;

     

    (iii) to
the extent that the provisions of this Section 3.6 conflict with any other
provisions of this Agreement, the provisions of this Section 3.6 shall
control; and

     

    (iv) the
rights of the Beneficial Owners shall be exercised only through the Clearing
Agency and shall be limited to those established by law and agreements between
such Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants.  The Clearing Agency will make book-entry transfers
among Clearing Agency Participants and receive and transmit payments of Contract
Adjustment Payments to such Clearing Agency Participants.

     


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    


     

    Transfers
of Units evidenced by Global Certificates shall be made through the facilities
of the Depositary, and any cancellation of, or increase or decrease in the
number of, such Units (including the creation of Treasury Units and the
recreation of Corporate Units pursuant to Section 3.13
and Section 3.14
respectively) shall be accomplished by making appropriate annotations on the
Schedule of Increases and Decreases set forth in such Global
Certificate.

     

    
      	
              SECTION
      3.7.  

            	
              Notices
      to Holders

            


    

    .

    Whenever
a notice or other communication to the Holders is required to be given under
this Agreement, the Company or the Company’s agent shall give such notices and
communications to the Holders and, with respect to any Certificates registered
in the name of a Clearing Agency or the nominee of a Clearing Agency, the
Company or the Company’s agent shall, except as set forth herein, have no
obligations to the Beneficial Owners.

    
      	
              SECTION
      3.8.  

            	
              Appointment
      of Successor Clearing Agency

            


    

    .

    If
any Clearing Agency elects to discontinue its services as securities depositary
with respect to the Units, the Company may, in its sole discretion, appoint a
successor Clearing Agency with respect to the Units.

    
      	
              SECTION
      3.9.  

            	
              Definitive
      Certificates

            


    

    .

    If
(i) a Clearing Agency notifies the Company that it is unwilling or unable
to continue its services as securities depositary with respect to the Units and
a successor Clearing Agency is not appointed within 90 days pursuant to Section 3.8
after such notice has been given and is continuing, or (ii) the Company
elects to terminate the book-entry system through the Clearing Agency with
respect to the Units, then upon surrender of the Global Certificates
representing the Book-Entry Interests with respect to the Units by the Clearing
Agency, accompanied by registration instructions, the Company shall cause
definitive Certificates to be delivered to Beneficial Owners in accordance with
the instructions of the Clearing Agency.  The Company shall not be
liable for any delay in delivery of such instructions and may conclusively rely
on and shall be protected in relying on, such instructions.

    
      	
              SECTION
      3.10.  

            	
              Mutilated,
      Destroyed, Lost and Stolen
Certificates

            


    

    .

    If
any mutilated Certificate is surrendered to the Purchase Contract Agent, the
Company shall execute and deliver to the Purchase Contract Agent, and the
Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and
deliver in exchange therefor, a new Certificate at the cost of the Holder,
evidencing the same number of Corporate Units or Treasury Units, as the case may
be, and bearing a Certificate number not contemporaneously
outstanding.

    


    If
there shall be delivered to the Company and the Purchase Contract Agent
(i) evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) such security or indemnity at the cost of the Holder
as may be required by the Company and the Purchase Contract Agent to hold each
of them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Purchase Contract Agent that such Certificate has been
acquired by a protected purchaser, the Company shall execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent shall authenticate,
execute on behalf of the Holder, and deliver to the Holder, in lieu of any such
destroyed, lost or stolen Certificate, a new

     


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    Certificate,
at the cost of the Holder, evidencing the same number of Corporate Units or
Treasury Units, as the case may be, and bearing a Certificate number not
contemporaneously outstanding.

     

    Notwithstanding
the foregoing, the Company will not be obligated to execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent will not be obligated
to authenticate, execute on behalf of the Holder and deliver to the Holder, with
respect to such lost, stolen, destroyed or mutilated Certificate a new
Certificate on or after the Business Day immediately preceding the earliest of
any Early Settlement Date, any Fundamental Change Early Settlement Date, the
Purchase Contract Settlement Date or the Termination Date.  In
addition, in lieu of delivery of a new Certificate, upon satisfaction of the
applicable conditions specified above in this Section and receipt of appropriate
registration or transfer instructions from such Holder, the Purchase Contract
Agent shall

     

    (i) if
the Purchase Contract Settlement Date or an Early Settlement Date or a
Fundamental Change Early Settlement Date with respect to such lost, stolen,
destroyed or mutilated Certificate has occurred, deliver the shares of Common
Stock issuable in respect of the Purchase Contracts forming a part of the Units
evidenced by such Certificate, or

     

    (ii) if
a Fundamental Change Early Settlement or an Early Settlement with respect to
such lost, stolen, destroyed or mutilated Certificate or a Termination Event
shall have occurred prior to the Purchase Contract Settlement Date or a Cash
Settlement shall have occurred, transfer the Applicable Ownership Interest in
Debentures, the Applicable Ownership Interest in the Treasury Portfolio or the
Treasury Securities, as the case may be, forming a part of the Units represented
by such Certificate to such Holder,

     

    in
each case subject to the applicable conditions and in accordance with the
applicable provisions of Section 3.15
(with respect to a Termination Event) and Article V
hereof.

     

    Upon
the issuance of any new Certificate under this Section, the Company and the
Purchase Contract Agent may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other fees and expenses (including, without limitation,
the fees and expenses of the Purchase Contract Agent) connected
therewith.

     

    Every
new Certificate issued pursuant to this Section in lieu of any destroyed,
mutilated, lost or stolen Certificate shall constitute an original additional
contractual obligation of the Company and of the Holder in respect of the Units
evidenced thereby, whether or not the destroyed, mutilated, lost or stolen
Certificate (and the Units evidenced thereby) shall be at any time enforceable
by anyone, and shall be entitled to all the benefits and be subject to all the
obligations of this Agreement equally and proportionately with any and all other
Certificates delivered hereunder.

     

    The
provisions of this Section are exclusive and shall preclude, to the extent
lawful, all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Certificates.

     


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    


    
      	
              SECTION
      3.11.  

            	
              Persons
      Deemed Owners

            


    

    .

    Prior
to due presentment of a Certificate for registration of transfer, the Company,
FPL Group Capital and the Purchase Contract Agent, and any agent of the Company,
FPL Group Capital or the Purchase Contract Agent, may treat the Person in whose
name such Certificate is registered on the Security Register as the owner of the
Units evidenced thereby for purposes of (subject to any applicable record date)
any payment or distribution with respect to the Applicable Ownership Interests
in Debentures, or with respect to the Applicable Ownership Interests in the
Treasury Portfolio (as specified in clause (ii) of the definition thereof),
as applicable, payment of Contract Adjustment Payments and performance of the
Purchase Contracts and for all other purposes whatsoever, in connection with
such Units, whether or not payment, distribution or performance shall be overdue
and notwithstanding any notice to the contrary, and neither the Company, FPL
Group Capital nor the Purchase Contract Agent, nor any agent of the Company, FPL
Group Capital or the Purchase Contract Agent, shall be affected by notice to the
contrary.

    


    Notwithstanding
the foregoing, with respect to any Global Certificate, nothing herein shall
prevent the Company, FPL Group Capital, the Purchase Contract Agent or any agent
of the Company, FPL Group Capital or the Purchase Contract Agent, from treating
the Clearing Agency as the sole Holder of such Global Certificate or from giving
effect to any written certification, proxy or other authorization furnished by
any Clearing Agency (or its nominee), as a Holder, with respect to such Global
Certificate or impair, as between such Clearing Agency and owners of beneficial
interests in such Global Certificate, the operation of customary practices
governing the exercise of rights of such Clearing Agency (or its nominee) as
Holder of such Global Certificate.  None of the Company, FPL Group
Capital, the Purchase Contract Agent or any agent of the Company, FPL Group
Capital or the Purchase Contract Agent will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Certificate or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

     

    
      	
              SECTION
      3.12.  

            	
              Cancellation

            


    

    .

    All
Certificates surrendered for delivery of shares of Common Stock on or after the
Purchase Contract Settlement Date or in connection with an Early Settlement or a
Fundamental Change Early Settlement or for delivery of the Debentures underlying
the Applicable Ownership Interest in Debentures, or for delivery of the
Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities,
as the case may be, after the occurrence of a Termination Event or pursuant to a
Cash Settlement, an Early Settlement or a Fundamental Change Early Settlement, a
Collateral Substitution, or upon the registration of a transfer or exchange of a
Unit, shall, if surrendered to any Person other than the Purchase Contract
Agent, be delivered to the Purchase Contract Agent along with appropriate
written instructions regarding the cancellation thereof and, if not already
cancelled, shall be promptly cancelled by it.  The Company may at any
time deliver to the Purchase Contract Agent for cancellation any Certificates
previously authenticated, executed and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Certificates so delivered shall,
upon an Issuer Order, be promptly cancelled by the Purchase Contract
Agent.  No Certificates shall be authenticated, executed on behalf of
the Holder and delivered in lieu of or in exchange for any Certificates
cancelled as provided in this Section, except as expressly permitted by this
Agreement.  All cancelled


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    Certificates
held by the Purchase Contract Agent shall upon written request be returned to
the Company.

    


    If
the Company or any Affiliate of the Company shall acquire any Certificate, such
acquisition shall not operate as a cancellation of such Certificate unless and
until such Certificate is delivered to the Purchase Contract Agent cancelled or
for cancellation.

     

    
      	
              SECTION
      3.13.  

            	
              Creation
      or Recreation of Treasury Units by Substitution of Treasury
      Securities

            


    

    .

    A
Holder of a Corporate Unit may, at any time on or prior to 5:00 p.m., New York
City time, on the seventh Business Day immediately preceding the Purchase
Contract Settlement Date, create or recreate a Treasury Unit and separate the
Applicable Ownership Interest in Debentures or the Applicable Ownership Interest
in the Treasury Portfolio, as applicable, from the related Purchase Contract in
respect of such Corporate Unit by substituting Treasury Securities for the
Applicable Ownership Interest in Debentures or the Applicable Ownership Interest
in the Treasury Portfolio that form a part of such Corporate Unit in accordance
with this Section 3.13;
provided, however, that if the Treasury Portfolio has replaced the Debentures
underlying the Applicable Ownership Interest in Debentures as a component of
Corporate Units as a result of a Successful Remarketing or a Mandatory
Redemption or a Special Event Redemption, such Collateral Substitutions may be
made at any time on or prior to the second Business Day immediately preceding
the Purchase Contract Settlement Date.  Unless a Successful
Remarketing or a Mandatory Redemption or a Special Event Redemption has
previously occurred, Holders shall not be permitted to effect Collateral
Substitutions in accordance with the provisions of this Section 3.13
during the period commencing on and including the Business Day prior to the
first of the three sequential Remarketing Dates comprising a Three-Day
Remarketing Period and ending on and including the Reset Effective Date relating
to a Successful Remarketing during such Three-Day Remarketing Period or, if none
of the Remarketings during such Three-Day Remarketing Period is successful, the
Business Day following the last of the three sequential Remarketing Dates
occurring during such Three-Day Remarketing Period.

    


    Holders
of Corporate Units may make Collateral Substitutions and establish Treasury
Units (i) only in integral multiples of 20 Corporate Units if Applicable
Ownership Interests in Debentures are being replaced with Treasury Securities,
or (ii) only in integral multiples of 20,000 Corporate Units (or such other
number of Corporate Units as may be determined by the Remarketing Agent
following a Successful Remarketing if the Reset Effective Date is not a Payment
Date) if the Applicable Ownership Interests in the Treasury Portfolio are being
replaced with Treasury Securities.  To create 20 Treasury Units (if a
Mandatory Redemption or a Special Event Redemption has not occurred and the
Applicable Ownership Interest in Debentures remains a component of Corporate
Units), or 20,000 Treasury Units (or such other number of Treasury Units as may
be determined by the Remarketing Agent following a Successful Remarketing if the
Reset Effective Date is not a Payment Date) (if a Mandatory Redemption or a
Special Event Redemption has occurred or the Treasury Portfolio has replaced the
Applicable Ownership Interest in Debentures as a component of the Corporate
Units as a result of a Successful Remarketing), the Corporate Unit Holder
shall

     


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    


     

    (a) if
the Treasury Portfolio has not replaced the Applicable Ownership Interest in
Debentures as a component of Corporate Units as a result of a Successful
Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit
with the Collateral Agent a Treasury Security having a principal amount at
maturity of $1,000, which Treasury Security must have been purchased in the open
market at the Corporate Unit Holder’s expense, unless otherwise owned by the
Corporate Unit Holder; or

     

    (b) if
the Treasury Portfolio has replaced the Applicable Ownership Interest in
Debentures as a component of Corporate Units as a result of a Successful
Remarketing or a Mandatory Redemption or a Special Event Redemption, on or prior
to the second Business Day immediately preceding the Purchase Contract
Settlement Date, deposit with the Collateral Agent Treasury Securities having an
aggregate principal amount at maturity of $1,000,000, which Treasury Securities
must have been purchased in the open market at the Corporate Unit Holder’s
expense, unless otherwise owned by the Corporate Unit Holder; and

     

    (c) in
each case, Transfer and surrender the related 20 Corporate Units, or, in the
event the Treasury Portfolio is a component of Corporate Units, 20,000 Corporate
Units (or such other number of Corporate Units as may be determined by the
Remarketing Agent following a Successful Remarketing if the Reset Effective Date
is not a Payment Date), to the Purchase Contract Agent accompanied by an
instruction to the Purchase Contract Agent, substantially in the form of Exhibit B
to the Pledge Agreement, stating that the Holder has Transferred the
relevant types and amounts of Treasury Securities to the Collateral Agent and
requesting that the Purchase Contract Agent instruct the Collateral Agent to
release the Debentures underlying the Applicable Ownership Interest in
Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as
the case may be, underlying such Corporate Units, whereupon the Purchase
Contract Agent shall promptly give such instruction to the Collateral Agent,
substantially in the form of Exhibit A
to the Pledge Agreement.

     

    Upon
receipt of the Treasury Securities described in clause (a) or (b) above and the
instructions described in clause (c) above, in accordance with the terms of the
Pledge Agreement, the Collateral Agent will release from the Pledge, to the
Purchase Contract Agent, on behalf of the Holder, the Debentures underlying the
Applicable Ownership Interest in Debentures or the Applicable Ownership Interest
in the Treasury Portfolio, as the case may be, that had been components of such
Corporate Unit, free and clear of the Company’s security interest therein, and
upon receipt thereof the Purchase Contract Agent shall promptly:

     

    (i)           cancel
the related Corporate Units surrendered and Transferred;

     

    (ii)           Transfer
the Debentures underlying the Applicable Ownership Interest in Debentures, or
the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
that had been components of such Corporate Units to the Holder; and

     

    (iii)           authenticate,
execute on behalf of such Holder and deliver a Treasury Unit Certificate
executed by the Company in accordance with Section 3.3
evidencing the same number of Purchase Contracts as were evidenced by the
cancelled Corporate Units.

     


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    


     

    Holders
who elect to separate the Applicable Ownership Interest in Debentures or the
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
from the related Purchase Contracts and to substitute Treasury Securities for
such Applicable Ownership Interest in Debentures or the Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, shall be responsible for
any fees or expenses payable to the Collateral Agent for its services as
Collateral Agent in respect of the substitution, and the Company shall not be
responsible for any such fees or expenses.

     

    In
the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the Corporate Units
or fails to deliver a Corporate Unit Certificate to the Purchase Contract Agent
after depositing the Treasury Securities with the Collateral Agent, the
Applicable Ownership Interest in Debentures or the Applicable Ownership Interest
in the Treasury Portfolio, as the case may be, constituting a part of such
Corporate Unit, and any interest on such Applicable Ownership Interest in
Debentures or distributions with respect to the Applicable Ownership Interest in
the Treasury Portfolio, as the case may be, shall be held in the name of the
Purchase Contract Agent or its nominee in trust for the benefit of such Holder,
until such Corporate Unit is so Transferred or the Corporate Unit Certificate is
so delivered, as the case may be, or, until such Holder provides evidence
satisfactory to the Company and the Purchase Contract Agent that such Corporate
Unit Certificate has been destroyed, lost or stolen, together with any indemnity
that may be required by the Purchase Contract Agent and the
Company.

     

    Except
as provided in this Section 3.13, for so long as the Purchase Contract
underlying a Corporate Unit remains in effect, such Corporate Unit shall not be
separable into its constituent parts, and the rights and obligations of the
Holder in respect of the Applicable Ownership Interest in Debentures or the
Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and
the Purchase Contract comprising such Corporate Unit may be acquired, and may be
Transferred and exchanged, only as an entire Corporate Unit.

     

    
      	
              SECTION
      3.14.  

            	
              Recreation
      of Corporate Units

            


    

    .

    A
Holder of a Treasury Unit may, at any time on or prior to 5:00 p.m., New York
City time, on the second Business Day immediately preceding the first day of the
Final Three-Day Remarketing Period, recreate Corporate Units by depositing with
the Collateral Agent Debentures underlying the Applicable Ownership Interest in
Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as
applicable, having an aggregate principal amount equal to the aggregate
principal amount at maturity of, and in substitution for all, but not less than
all, of the Treasury Securities comprising part of the Treasury Unit in
accordance with this Section 3.14; provided, however, that if the Treasury
Portfolio has replaced the Debentures underlying the Applicable Ownership
Interest in Debentures as a component of Corporate Units as a result of a
Successful Remarketing or a Mandatory Redemption or a Special Event Redemption,
such Collateral Substitutions may be made at any time on or prior to the second
Business Day immediately preceding the Purchase Contract Settlement
Date.  Unless a Successful Remarketing or a Mandatory Redemption or a
Special Event Redemption has previously occurred, Holders of Treasury Units
shall not be permitted to effect Collateral Substitutions in accordance with the
provisions of this Section 3.14 during the period commencing on and
including the Business Day prior to the first of the three
sequential


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    Remarketing
Dates comprising a Three-Day Remarketing Period and ending on and including the
Reset Effective Date relating to a Successful Remarketing during such Three-Day
Remarketing Period or, if none of the Remarketings during such Three-Day
Remarketing Period is successful, the Business Day following the last of the
three sequential Remarketing Dates occurring during such Three-Day Remarketing
Period.

    


    Holders
of Treasury Units may make Collateral Substitutions and establish Corporate
Units (i) only in integral multiples of 20 Treasury Units if Treasury
Securities are being replaced by Applicable Ownership Interest in Debentures, or
(ii) only in integral multiples of 20,000 Treasury Units (or such other
number of Treasury Units as may be determined by the Remarketing Agent following
a Successful Remarketing if the Reset Effective Date is not a Payment Date) if
any Treasury Security is being replaced by the Applicable Ownership Interest in
the Treasury Portfolio.  To create 20 Corporate Units (if a Mandatory
Redemption or a Special Event Redemption has not occurred and the Applicable
Ownership Interests in Debentures remain components of Corporate Units), or
20,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption
has occurred or the Treasury Portfolio has replaced the Debentures as a result
of a Successful Remarketing) or such other number of Corporate Units as may be
determined by the Remarketing Agent following a Successful Remarketing if the
Reset Effective Date is not a Payment Date, the Treasury Unit Holder
shall

     

    (a) if
the Treasury Portfolio has not replaced the Applicable Ownership Interest in
Debentures as a component of Corporate Units as a result of a Successful
Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit
with the Collateral Agent $1,000 in aggregate principal amount of Debentures,
which Debentures must have been purchased in the open market at the Treasury
Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder;
or

     

    (b) if
the Treasury Portfolio has replaced the Applicable Ownership Interest in
Debentures as a component of Corporate Units as a result of a Successful
Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit
with the Collateral Agent the Applicable Ownership Interest in the Treasury
Portfolio for each 20,000 Corporate Units being created by the Holder, and
having an aggregate principal amount of $1,000,000, which Applicable Ownership
Interest in the Treasury Portfolio must have been purchased in the open market
at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury
Unit Holder; and

     

    (c) in
each case, Transfer and surrender the related 20 Treasury Units, or in the event
the Treasury Portfolio is a component of Corporate Units, 20,000 Treasury Units
(or such other number of Treasury Units as may be determined by the Remarketing
Agent following a Successful Remarketing if the Reset Effective Date is not a
Payment Date), to the Purchase Contract Agent accompanied by an instruction to
the Purchase Contract Agent, substantially in the form of Exhibit B
to the Pledge Agreement, stating that the Holder has Transferred the
relevant amount of Debentures underlying the Applicable Ownership Interest in
Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as
the case may be, to the Collateral Agent and requesting that the Purchase
Contract Agent instruct the Collateral Agent to release the Treasury Securities
underlying such Treasury Units, whereupon the Purchase Contract
Agent

     


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    shall
promptly give such instruction to the Collateral Agent, substantially in the
form of Exhibit A
to the Pledge Agreement.

     

    Upon
receipt of the Applicable Ownership Interest in Debentures or the Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, described in
clause (a) or (b) above and the instructions described in clause (c) above, in
accordance with the terms of the Pledge Agreement, the Collateral Agent will
release the Treasury Securities having a corresponding aggregate principal
amount from the Pledge to the Purchase Contract Agent, on behalf of the Holder,
free and clear of the Company’s security interest therein, and upon receipt
thereof the Purchase Contract Agent shall promptly:

     

    (i)           cancel
the related Treasury Units surrendered and Transferred;

     

    (ii)           Transfer
the Treasury Securities that had been components of such Treasury Units to the
Holder; and

     

    (iii)           authenticate,
execute on behalf of such Holder and deliver a Corporate Unit Certificate
executed by the Company in accordance with Section 3.3
evidencing the same number of Purchase Contracts as were evidenced by the
cancelled Treasury Units.

     

    Holders
who elect to separate Treasury Securities from the related Purchase Contracts
and to substitute Applicable Ownership Interest in Debentures or Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, for such
Treasury Securities shall be responsible for any fees or expenses payable to the
Collateral Agent for its services as Collateral Agent in respect of the
substitution, and the Company shall not be responsible for any such fees or
expenses.

     

    In
the event a Holder making a Collateral Substitution pursuant to this
Section 3.14 fails to effect a book-entry transfer of the Treasury Units or
fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent
after depositing the Applicable Ownership Interest in Debentures or Applicable
Ownership Interest in the Treasury Portfolio with the Collateral Agent, the
Treasury Securities constituting a part of such Treasury Unit Certificate, and
any interest on such Treasury Securities, shall be held in the name of the
Purchase Contract Agent or its nominee in trust for the benefit of such Holder,
until such Treasury Unit Certificate is so Transferred or the Treasury Unit is
so delivered, or until such Holder provides evidence satisfactory to the Company
and the Purchase Contract Agent that such Treasury Unit Certificate has been
destroyed, mutilated, lost or stolen, together with any indemnity that may be
required by the Purchase Contract Agent and the Company.

     

    Except
as provided in this Section 3.14, for so long as the Purchase Contract
underlying a Treasury Unit remains in effect, such Treasury Unit shall not be
separable into its constituent parts and the rights and obligations of the
Holder of such Treasury Unit in respect of the Treasury Security and Purchase
Contract comprising such Treasury Unit may be acquired, and may be Transferred
and exchanged, only as an entire Treasury Unit.

     


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    


     

    
      	
              SECTION
      3.15.  

            	
              Transfer
      of Collateral upon Occurrence of Termination
  Event

            


    

    .

    Upon
the occurrence of a Termination Event and the Transfer to the Purchase Contract
Agent of the Applicable Ownership Interest in Debentures, the Applicable
Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the
case may be, underlying the Corporate Units and the Treasury Units pursuant to
the terms of the Pledge Agreement, the Purchase Contract Agent shall request
transfer instructions with respect to the Applicable Ownership Interest in
Debentures, the Applicable Ownership Interest in the Treasury Portfolio or
Treasury Securities, as the case may be, from each Holder by written request
mailed to such Holder at its address as it appears in the Security
Register.  Upon book-entry transfer of the Corporate Units or Treasury
Units or delivery of a Corporate Unit Certificate or Treasury Unit Certificate
to the Purchase Contract Agent with such transfer instructions, the Purchase
Contract Agent shall transfer the Applicable Ownership Interest in Debentures,
the Applicable Ownership Interest in the Treasury Portfolio or Treasury
Securities, as the case may be, underlying such Corporate Units or Treasury
Units, as the case may be, to such Holder by book-entry transfer, or other
appropriate procedures, in accordance with such instructions.  In the
event a Holder of Corporate Units or Treasury Units fails to effect such
Transfer or delivery, the Applicable Ownership Interest in Debentures, the
Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities,
as the case may be, underlying such Corporate Units or Treasury Units, as the
case may be, and any interest thereon, shall be held in the name of the Purchase
Contract Agent or its nominee in trust for the benefit of such Holder, until
such Corporate Units or Treasury Units are transferred or the Corporate Unit
Certificate or Treasury Unit Certificate is surrendered or such Holder provides
satisfactory evidence that such Corporate Unit Certificate or Treasury Unit
Certificate has been destroyed, mutilated, lost or stolen, together with any
indemnity that may be required by the Purchase Contract Agent and the
Company.  In the case of the Treasury Portfolio or any Treasury
Securities, the Purchase Contract Agent may dispose of the subject securities
for cash and pay the applicable portion of such cash to the Holders in lieu of
such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any
Treasury Securities, where such Holder would otherwise have been entitled to
receive less than $1,000 of any such security.

    


    
      	
              SECTION
      3.16.  

            	
              No
      Consent to Assumption

            


    

    .

    Each
Holder of a Unit, by its acceptance thereof, will be deemed expressly to have
withheld any consent to the assumption under Section 365 of the Bankruptcy
Code or otherwise, of the Purchase Contract by the Company, its trustee in
bankruptcy, receiver, liquidator or a person or entity performing similar
functions, in the event that the Company becomes a debtor under the Bankruptcy
Code or subject to other similar Federal or State law providing for
reorganization or liquidation.

    ARTICLE
IV                                

     

    


     

    The
Debentures

     

    
      	
              SECTION
      4.1.  

            	
              Payment
      of Interest; Rights to Interest Preserved; Interest Rate Reset;
      Notice

            


    

    .

    A
payment of interest on the Debentures underlying the Applicable Ownership
Interest in Debentures or distribution with respect to the Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, which is paid on any
Payment Date shall, subject to receipt thereof


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    by
the Purchase Contract Agent from the Collateral Agent as provided by the terms
of the Pledge Agreement, be paid to the Person in whose name the Corporate Unit
Certificate (or one or more Predecessor Corporate Unit Certificates) of which
such Applicable Ownership Interest in Debentures or such Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, is a part is registered
at the close of business on the Record Date relating to such Payment
Date.

    


    Each
Corporate Unit Certificate evidencing an Applicable Ownership Interest in
Debentures delivered under this Agreement upon registration of transfer of or in
exchange for or in lieu of any other Corporate Unit Certificate shall carry the
rights to payment of interest accrued and unpaid, and to accrue interest, which
is carried by the Applicable Ownership Interest in Debentures underlying such
other Corporate Unit Certificate.

     

    In
the case of any Corporate Unit with respect to which Cash Settlement of the
underlying Purchase Contract is effected on the Business Day immediately
preceding the Purchase Contract Settlement Date pursuant to prior notice, or
with respect to which Early Settlement or Fundamental Change Early Settlement of
the underlying Purchase Contract is effected on an Early Settlement Date or a
Fundamental Change Early Settlement Date, as the case may be, or with respect to
which a Collateral Substitution is effected, in each case on a date that is
after any Record Date and on or prior to the next succeeding Payment Date,
interest on the Applicable Ownership Interest in Debentures or distributions
with respect to the Applicable Ownership Interest in the Treasury Portfolio, as
the case may be, underlying such Corporate Units otherwise payable on such
Payment Date shall be payable on such Payment Date notwithstanding such Cash
Settlement or Early Settlement or Fundamental Change Early Settlement or
Collateral Substitution, and such interest or distributions shall, subject to
receipt thereof by the Purchase Contract Agent, be payable to the Person in
whose name the Corporate Unit Certificate (or one or more Predecessor Corporate
Unit Certificates) was registered at the close of business on the Record
Date.  Except as otherwise expressly provided in the immediately
preceding sentence, in the case of any Corporate Unit with respect to which Cash
Settlement, Early Settlement or Fundamental Change Early Settlement of the
underlying Purchase Contract is effected, payments attributable to the
Debentures underlying Applicable Ownership Interests in Debentures or
distributions on Applicable Ownership Interests in the Treasury Portfolio, as
the case may be, that would otherwise be payable or made after the Purchase
Contract Settlement Date, Early Settlement Date, or Fundamental Change Early
Settlement Date, as the case may be, shall not be payable hereunder to the
Holder of such Corporate Units; provided, however, that to the extent that such
Holder continues to hold Separate Debentures or Applicable Ownership Interests
in the Treasury Portfolio that formerly comprised a part of such Holder’s
Corporate Units, such Holder shall be entitled to receive interest on such
Separate Debentures or distributions on such Applicable Ownership Interests in
the Treasury Portfolio.

     

    The
Coupon Rate on the Debentures to be in effect on and after the Reset Effective
Date will be determined on the Successful Remarketing Date with respect thereto,
and reset to the Reset Rate.  If there is no Successful Remarketing
during the Period for Early Remarketing or the Final Three-Day Remarketing
Period, the Coupon Rate on the Debentures will not be reset but will continue at
the initial Coupon Rate.

     


    
      
         


      

      
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              SECTION
      4.2.  

            	
              Notice
      and Voting

            


    

    


    Under
and subject to the terms of the Pledge Agreement and this Agreement, the
Purchase Contract Agent will be entitled to exercise the voting and any other
consensual rights pertaining to the Pledged Applicable Ownership Interests in
Debentures but only to the extent instructed by the Holders as described
below.  Upon receipt of notice of any meeting at which holders of
Debentures are entitled to vote or upon any solicitation of consents, waivers or
proxies of holders of Debentures, the Purchase Contract Agent shall, as soon as
practicable thereafter, mail to the Holders of Corporate Units a notice
(a) containing such information as is contained in the notice or
solicitation, (b) stating that each Corporate Unit Holder on the record date set
by the Purchase Contract Agent therefor (which, to the extent possible, shall be
the same date as the record date for determining the holders of Debentures
entitled to vote) shall be entitled to instruct the Purchase Contract Agent as
to the exercise of the voting rights pertaining to the Applicable Ownership
Interest in Debentures constituting a part of such Holder’s Corporate Units and
(c) stating the manner in which such instructions may be
given.  Upon the written request of the Holders of Corporate Units on
such record date, the Purchase Contract Agent shall endeavor insofar as
practicable to vote or cause to be voted, in accordance with the instructions
set forth in such requests, the maximum number of Debentures underlying the
Applicable Ownership Interests in Debentures as to which any particular voting
instructions are received.  In the absence of specific instructions
from the Holder of Corporate Units, the Purchase Contract Agent shall abstain
from voting the Debentures underlying the Applicable Ownership Interests in
Debentures constituting a part of such Holder’s Corporate Units.  The
Company hereby agrees, if applicable, to solicit Holders of Corporate Units to
timely instruct the Purchase Contract Agent in order to enable the Purchase
Contract Agent to vote such Debentures.

    


    
      	
              SECTION
      4.3.  

            	
              Substitution
      of the Treasury Portfolio for the
Debentures

            


    

    


    (a) Upon
the occurrence of (i) a Mandatory Redemption where the related Purchase
Contracts have not been previously or concurrently terminated in accordance with
Section 5.8
or (ii) a Special Event Redemption, in each case, prior to the Purchase
Contract Settlement Date, the Redemption Price payable on the Mandatory
Redemption Date or the Special Event Redemption Date, as the case may be, with
respect to the Applicable Principal Amount of Debentures shall be delivered to
the Collateral Agent in exchange for the Pledged Applicable Ownership Interests
in Debentures.  Pursuant to the terms of the Pledge Agreement, the
Collateral Agent will apply an amount equal to the Redemption Amount to purchase
on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly
remit the remaining portion of such Redemption Price, if any, to the Purchase
Contract Agent for payment to the Holders of such Corporate
Units.  The Treasury Portfolio will be substituted for the outstanding
Pledged Applicable Ownership Interests in Debentures, and will be held by the
Collateral Agent in accordance with the terms of the Pledge Agreement to secure
the obligation of each Holder of a Corporate Unit to purchase the Common Stock
on the Purchase Contract Settlement Date under the Purchase Contract
constituting a part of such Corporate Unit.  Following the occurrence
of a Mandatory Redemption or a Special Event Redemption prior to the Purchase
Contract Settlement Date, the Holders of Corporate Units and the Collateral
Agent shall have such security interests, rights and obligations with respect to
the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent
had in respect of the Debentures underlying the Applicable Ownership Interests
in Debentures subject to the Pledge thereof as provided in Articles II, III, IV,
V or VI of the Pledge Agreement, and any reference herein to the Debentures
shall be deemed to be a


    
      
         


      

      
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    reference
to such Treasury Portfolio.  The Company may cause to be made in any
Corporate Unit Certificates thereafter to be issued such change in phraseology
and form (but not in substance) as may be appropriate to reflect the
substitution of the Applicable Ownership in the Treasury Portfolio for the
Applicable Ownership in Debentures as collateral.

    


    (b) Upon
a Successful Remarketing during the Period for Early Remarketing, the proceeds
of such Remarketing (after deducting any Remarketing Fee) shall be delivered to
the Collateral Agent in exchange for the Pledged Applicable Ownership Interests
in Debentures.  Pursuant to the terms of the Pledge Agreement, the
Collateral Agent will apply an amount equal to the Treasury Portfolio Purchase
Price to purchase on behalf of the Holders of Corporate Units the Treasury
Portfolio and promptly remit the remaining portion of such proceeds to the
Purchase Contract Agent for payment to the Holders of such Corporate
Units.  The Treasury Portfolio will be substituted for the Pledged
Applicable Ownership Interests in Debentures, and will be held by the Collateral
Agent in accordance with the terms of the Pledge Agreement to secure the
obligation of each Holder of a Corporate Unit to purchase the Common Stock on
the Purchase Contract Settlement Date under the Purchase Contract constituting a
part of such Corporate Unit.  Following a Successful Remarketing
during the Period for Early Remarketing, the Holders of Corporate Units and the
Collateral Agent shall have such security interests, rights and obligations with
respect to the Treasury Portfolio as the Holders of Corporate Units and the
Collateral Agent had in respect of the Debentures underlying the Applicable
Ownership Interests in Debentures subject to the Pledge thereof as provided in
Articles II, III, IV, V or VI of the Pledge Agreement, and any reference herein
to the Debentures shall be deemed to be reference to such Treasury
Portfolio.  The Company may cause to be made in any Corporate Unit
Certificates thereafter to be issued such change in phraseology and form (but
not in substance) as may be appropriate to reflect the substitution of the
Applicable Ownership Interest in the Treasury Portfolio for Applicable Ownership
Interest in Debentures as collateral.

     

    
      	
              SECTION
      4.4.  

            	
              Consent
      to Treatment for Tax Purposes

            


    

    .

    Each
Holder of a Corporate Unit or a Treasury Unit, by its acceptance thereof,
covenants and agrees to treat itself as the owner, for Federal, State and local
income and franchise tax purposes, of (i) the related Applicable Ownership
Interest in Debentures or the related Applicable Ownership Interest in the
Treasury Portfolio, in the case of the Corporate Units, or (ii) the
Treasury Securities, in the case of the Treasury Units.  Each Holder
of a Corporate Unit, by its acceptance thereof, further covenants and agrees to
treat the Applicable Ownership Interest in Debentures as indebtedness of FPL
Group Capital for Federal, State and local income and franchise tax
purposes.

    ARTICLE
V                                

     

    


     

    The
Purchase Contracts

     

    
      	
              SECTION
      5.1.  

            	
              Purchase
      of Shares of Common Stock

            


    

    .

    Each
Purchase Contract shall, unless a Termination Event or an Early Settlement in
accordance with Section 5.9
hereof or a Fundamental Change Early Settlement in accordance with Section 5.6(b)(ii)
hereof has occurred with respect to the Units of which such Purchase
Contract is a part, obligate the Holder of the related Unit to purchase, and the
Company to sell,


    
      
         


      

      
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    on
the Purchase Contract Settlement Date, for $50 in cash (the “Purchase Price”), a number of
newly-issued shares of Common Stock equal to the applicable Settlement
Rate.  The “Settlement Rate” is equal
to

    


    (a)
if the Applicable Market Value (as defined below) is equal to or greater than
$66.80 (the “Threshold
Appreciation Price”), 0.7485 shares of Common Stock per Purchase Contract
(the “Minimum Settlement
Rate”);

     

    (b)
if the Applicable Market Value is less than the Threshold Appreciation Price,
but is greater than $55.67 (the “Reference Price”), the number
of shares of Common Stock per Purchase Contract having a value equal to $50.00
divided by the Applicable Market Value; and

     

    (c)
if the Applicable Market Value is less than or equal to the Reference Price,
0.8981 shares of Common Stock per Purchase Contract (the “Maximum Settlement
Rate”),

     

    in
each case subject to adjustment as provided in Section 5.6
(and in each case rounded upward or downward to the nearest 1/10,000th of a
share).  As provided in Section 5.10,
no fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts.

     

    The
“Applicable Market
Value” means the average of the Closing Price per share of Common Stock
on each Trading Day during the Observation Period; provided, however, that if
the Company enters into a Reorganization Event, the Applicable Market Value will
mean the value of an Exchange Property Unit.  Following the occurrence
of any such Reorganization Event, references herein to the purchase or issuance
of shares of Common Stock shall be construed to be references to settlement into
Exchange Property Units.  For purposes of calculating the value of an
Exchange Property Unit, (x) the value of any common stock included in the
Exchange Property Unit shall be determined using the average of the Closing
Price per share of such common stock on each Trading Day during the Observation
Period (adjusted as set forth under Section 5.6)
and (y) the value of any other property, including securities other than common
stock, included in the Exchange Property Unit, shall be the value of such
property on the first Trading Day of the Observation Period (as determined in
good faith by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution).  The “Closing Price” of the Common
Stock on any date of determination means the closing sale price (or, if no
closing price is reported, the last reported sale price) of the Common Stock on
the New York Stock Exchange (the “NYSE”) on such date or, if the
Common Stock is not listed for trading on the NYSE on any such date, as reported
in the composite transactions for the principal United States securities
exchange on which the Common Stock is so listed, or if the Common Stock is not
so reported, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the Pink OTC Markets Inc. or similar
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained by the Company for this purpose.  A
“Trading Day” means a
day on which the Common Stock (A) is not suspended from trading on any national
or regional securities exchange or over-the-counter market at the close of
business and (B) has traded at least once on the national or regional securities
exchange or over-the-counter market that is the primary market for the trading
of the Common Stock at the close of business.  If the Common Stock is
not traded on a securities exchange or quoted in the over-the-counter market,
then “Trading Day” shall
mean Business Day.

     


    
      
         


      

      
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    Each
Holder of a Corporate Unit or a Treasury Unit, by its acceptance thereof,
irrevocably authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contract on its behalf as its attorney-in-fact (including the
execution of Certificates on behalf of such Holder), agrees to be bound by the
terms and provisions thereof, covenants and agrees to perform its obligations
under such Purchase Contracts, consents to the provisions hereof, irrevocably
authorizes the Purchase Contract Agent to enter into and perform the Pledge
Agreement on its behalf as its attorney-in-fact, and consents to and agrees to
be bound by the Pledge of the Applicable Ownership Interest in Debentures, the
Applicable Ownership Interest in the Treasury Portfolio or the Treasury
Securities, as the case may be, pursuant to the Pledge
Agreement.  Each Holder of a Corporate Unit or a Treasury Unit, by its
acceptance thereof, further covenants and agrees, that, to the extent and in the
manner provided in Section 5.4
and the Pledge Agreement, but subject to the terms thereof, payments in respect
of the principal and interest on the Debentures underlying the Applicable
Ownership Interest in Debentures or the Proceeds of the Treasury Securities or
the Applicable Ownership Interest in the Treasury Portfolio on the Purchase
Contract Settlement Date shall be paid by the Collateral Agent to the Company in
satisfaction of such Holder’s obligations under such Purchase Contract and such
Holder shall acquire no right, title or interest in such payments.

     

    Upon
registration of transfer of a Certificate, the transferee shall be bound
(without the necessity of any other action on the part of such transferee,
except as may be required by the Purchase Contract Agent pursuant hereto), under
the terms of this Agreement, the Purchase Contracts underlying such Certificate
and the Pledge Agreement and the transferor shall be released from the
obligations under this Agreement, the Purchase Contracts underlying the
Certificates so transferred and the Pledge Agreement.  The Company
covenants and agrees, and each Holder of a Certificate, by its acceptance
thereof, likewise covenants and agrees, to be bound by the provisions of this
paragraph.

     

    
      	
              SECTION
      5.2.  

            	
              Contract
      Adjustment Payments

            


    

    .

    (a) Subject
to Section 5.2(d)
and Section 5.3 herein, the Company shall pay, on each Payment Date, the
Contract Adjustment Payments payable in respect of each Purchase Contract to the
Person in whose name a Certificate (or one or more Predecessor Certificates) is
registered on the Security Register at the close of business on the Record Date
relating to such Payment Date.  The Contract Adjustment Payments will
be payable at the Corporate Trust Office or, at the option of the Company, by
check mailed to the address of the Person entitled thereto at such Person’s
address as it appears on the Security Register or by wire transfer to an account
appropriately designated in writing by the Person entitled to
payment.  The Contract Adjustment Payments will accrue from May 26,
2009.

    


    (b) Upon
the occurrence of a Termination Event, the Company’s obligation to pay Contract
Adjustment Payments (including any accrued or Deferred Contract Adjustment
Payments) shall cease.

     

    (c) Each
Certificate delivered under this Agreement upon registration of transfer of or
in exchange for or in lieu of any other Certificate (including as a result of a
Collateral Substitution or the recreation of a Corporate Unit) shall carry the
rights to Contract Adjustment Payments accrued and unpaid, and to accrue
Contract Adjustment Payments, which were carried by the Purchase Contracts which
were represented by such other Certificates.

     


    
      
         


      

      
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    (d) Subject
to Section 5.9
and 5.6(b), in the case of any Unit with respect to which Early
Settlement or Fundamental Change Early Settlement of the underlying Purchase
Contract is effected on an Early Settlement Date or a Fundamental Change Early
Settlement Date, as applicable, that is after any Record Date and on or prior to
the next succeeding Payment Date, Contract Adjustment Payments, if any,
otherwise payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Early Settlement or Fundamental Change Early Settlement,
and such Contract Adjustment Payments shall, subject to receipt thereof by the
Purchase Contract Agent, be payable to the Person in whose name the Certificate
evidencing such Unit (or one or more Predecessor Certificates) was registered at
the close of business on such Record Date.  Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any
Unit with respect to which Early Settlement or Fundamental Change Early
Settlement of the underlying Purchase Contract is effected on an Early
Settlement Date or Fundamental Change Early Settlement Date, as applicable,
Contract Adjustment Payments (but not, for the avoidance of doubt, Deferred
Contract Adjustment Payments) that would otherwise be payable after the Early
Settlement Date or Fundamental Change Early Settlement Date with respect to such
Purchase Contract shall not be payable.

     

    The
Company’s obligations with respect to Contract Adjustment Payments (including
any accrued or Deferred Contract Adjustment Payments), will be subordinate and
junior in right of payment to the Company’s obligations under any Senior
Indebtedness.

     

    
      	
              SECTION
      5.3.  

            	
              Deferral
      of Payment Dates for Contract Adjustment
  Payments

            


    

    .

    The
Company shall have the right, at any time prior to the Purchase Contract
Settlement Date, to defer the payment of any or all of the Contract Adjustment
Payments otherwise payable on any Payment Date to any subsequent Payment Date (a
“Deferral Period”), but
only if the Company shall give the Holders and the Purchase Contract Agent
written notice of its election to defer such payment (specifying the amount to
be deferred and the expected Deferral Period) at least ten Business Days prior
to the earlier of (i) the next succeeding Payment Date or (ii) the
date the Company is required to give notice of the Record Date or Payment Date
with respect to payment of such Contract Adjustment Payments to the NYSE or
other applicable self-regulatory organization or to Holders of the Units, but in
any event not less than one Business Day prior to such Record
Date.  Prior to the expiration of any Deferral Period, the Company may
further extend such Deferral Period to any subsequent Payment Date, but not
beyond the Purchase Contract Settlement Date (or any applicable Early Settlement
Date or Fundamental Change Early Settlement Date).

    


    In
connection with any Contract Adjustment Payments so deferred, additional
Contract Adjustment Payments on the amounts so deferred will accrue at the rate
of 8.375% per annum (computed on the basis of a 360-day year consisting of
twelve 30-day months), compounding on each succeeding Payment Date, until paid
in full (such deferred installments of Contract Adjustment Payments, if any,
together with the accrued additional Contract Adjustment Payments accrued
thereon, being referred to herein as the “Deferred Contract Adjustment
Payments”).  Deferred Contract Adjustment Payments, if any,
shall be due on the next succeeding Payment Date except to the extent that
payment is deferred pursuant to this Section 5.3.

     


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    


    At
the end of each Deferral Period, including as the same may be extended pursuant
to this Section 5.3,
or, in the event of an Early Settlement or Fundamental Change Early Settlement,
on the Early Settlement Date or Fundamental Change Early Settlement Date, as the
case may be, the Company shall pay all Deferred Contract Adjustment Payments
then due in the manner set forth in Section 5.2(a)
(in the case of the end of a Deferral Period), in the manner set forth in Section 5.9
(in the case of an Early Settlement) or in the manner set forth in Section 5.6(b)
(in the case of a Fundamental Change Early Settlement) to the extent such
amounts are not deducted from the amount otherwise payable by the Holder in the
case of a Cash Settlement, any Early Settlement or any Fundamental Change Early
Settlement.  In the event of an Early Settlement, the Company shall
pay all Deferred Contract Adjustment Payments due on the Purchase Contracts
being settled early through the Payment Date immediately preceding the
applicable Early Settlement Date, to the extent such amounts are not deducted as
described above.  In the event of a Fundamental Change Early
Settlement, the Company shall pay all Deferred Contract Adjustment Payments due
on the Purchase Contracts being settled on the Fundamental Change Early
Settlement Date to but excluding such Fundamental Change Early Settlement Date,
to the extent such amounts are not deducted as described above.

     

    At
the end of the Deferral Period and the payment of all Deferred Contract
Adjustment Payments and all accrued and unpaid Contract Adjustment Payments then
due, the Company may commence a new Deferral Period, provided that such Deferral
Period, together with all extensions thereof, may not extend beyond the Purchase
Contract Settlement Date (or any applicable Early Settlement Date or Fundamental
Change Early Settlement Date).  Except in the case of an Early
Settlement or Fundamental Change Early Settlement, no Contract Adjustment
Payments shall be due and payable during an Deferral Period except at the end
thereof, except that prior to the end of such Deferral Period, the Company, at
its option, may prepay on any Payment Date all or any portion of the Deferred
Contract Adjustment Payments accrued during the then elapsed portion of such
Deferral Period.

     

    No
Contract Adjustment Payments may be deferred to a date that is after the
Purchase Contract Settlement Date (or, with respect to Purchase Contracts for
which Early Settlement or Fundamental Change Early Settlement has occurred, the
Early Settlement Date or the Fundamental Change Early Settlement Date, as the
case may be).  If the Purchase Contracts are terminated upon the
occurrence of a Termination Event, the Holder’s right to receive Contract
Adjustment Payments and Deferred Contract Adjustment Payments will
terminate.

     

    In
the event the Company exercises its option to defer the payment of Contract
Adjustment Payments, then, until the Deferred Contract Adjustment Payments have
been paid, the Company shall not declare or pay dividends on, make distributions
with respect to, or redeem, purchase or acquire, or make a liquidation payment
with respect to, any of its capital stock or make guarantee payments with
respect to the foregoing other than:

     

    (i) purchases,
redemptions or acquisitions of shares of capital stock of the Company 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 by the
Company of its obligations pursuant to any contract or security outstanding on
the date that payment of Contract Adjustment Payments are deferred requiring the
Company to purchase, redeem or acquire its capital stock,

     


    
      
         


      

      
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    (ii) as
a result of a reclassification of the Company’s capital stock or the exchange or
conversion of all or a portion of one class or series of the Company’s capital
stock for another class or series of the Company’s capital stock,

     

    (iii) the
purchase of fractional interests in shares of the Company’s capital stock
pursuant to the conversion or exchange provisions of the Company’s capital stock
or the security being converted or exchanged, or in connection with the
settlement of stock purchase contracts,

     

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

     

    (v) 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.

     

    
      	
              SECTION
      5.4.  

            	
              Payment
      of Purchase Price

            


    

    


    (a) (i)           Unless
the Treasury Portfolio has replaced the Applicable Ownership Interest in
Debentures as a component of the Corporate Units or a Holder settles the
underlying Purchase Contract through the early delivery of cash to the Purchase
Contract Agent in the manner described in Section 5.9
or 5.6(b), each Holder of a Corporate Unit must notify the Purchase
Contract Agent of its intention to pay in cash (“Cash Settlement”) the Purchase
Price for the shares of Common Stock to be purchased pursuant to the Purchase
Contract on the Purchase Contract Settlement Date by presenting and surrendering
to the Purchase Contract Agent the Corporate Unit Certificate with a notice in
substantially the form of Exhibit C
hereto on the reverse side of such Certificate completed and
executed.  Such presentation, surrender and notice must be made at or
prior to 5:00 p.m., New York City time, on the seventh Business Day
immediately preceding the Purchase Contract Settlement Date.  The
Purchase Contract Agent shall promptly notify the Collateral Agent of the
receipt of such a notice from a Holder intending to make a Cash
Settlement.

    


    (ii)           A
Holder of a Corporate Unit who has so notified the Purchase Contract Agent of
its intention to make a Cash Settlement is required to pay the Purchase Price to
the Collateral Agent prior to 11:00 a.m., New York City time, on the sixth
Business Day immediately preceding the Purchase Contract Settlement Date in
lawful money of the United States by certified or cashiers’ check or wire
transfer, in each case in immediately available funds payable to or upon the
order of the Company.  Any cash received by the Collateral Agent will
be invested promptly by the Collateral Agent in Permitted Investments and paid
to the Company on the Purchase Contract Settlement Date in settlement of the
Purchase Contract in accordance with the terms of this Agreement and the Pledge
Agreement.  Any funds received by the Collateral Agent in respect of
the investment earnings from the investment in such Permitted Investments, will
be

     


    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    distributed
to the Purchase Contract Agent when received for payment to the
Holder.

     

    (iii)           If
a Holder of a Corporate Unit fails to notify the Purchase Contract Agent of its
intention to effect a Cash Settlement in accordance with paragraph
(a)(i) above, such failure shall constitute a default under the
related Purchase Contract and the Holder shall be deemed to have consented to
the disposition of the Pledged Applicable Ownership Interests in Debentures
pursuant to the Remarketing as described below.  If a Holder of a
Corporate Unit does notify the Purchase Contract Agent of its intention to
effect a Cash Settlement in accordance with paragraph
(a)(i) above, but fails to deliver cash as required by paragraph
(a)(ii) above, such failure shall also constitute a default under
the Purchase Contract; however, the Debentures underlying the Applicable
Ownership Interest in Debentures of such a Holder will not be remarketed but
instead the Collateral Agent, for the benefit of the Company, will exercise its
rights as a secured party with respect to such Applicable Ownership Interest in
Debentures, including those rights specified in paragraph
(c) below.

     

    In
order to dispose of the Applicable Ownership Interest in Debentures of Corporate
Unit Holders who have not notified the Purchase Contract Agent of their
intention to effect a Cash Settlement with respect to the Purchase Contract
Settlement Date as provided in paragraph (a)(i) above,
the Company shall engage a nationally recognized investment banking firm (the
“Remarketing Agent”)
pursuant to the Remarketing Agreement to sell the Debentures.  In
order to facilitate the Remarketing, the Purchase Contract Agent shall notify
the Remarketing Agent, by 10:00 a.m., New York City time, on the Business
Day immediately preceding the Final Three-Day Remarketing Period, of the
aggregate amount of Debentures to be remarketed.  Concurrently, the
Collateral Agent, pursuant to the terms of the Pledge Agreement, will present
for Remarketing such aggregate amount of Debentures to the Remarketing
Agent.  Upon receipt of such notice from the Purchase Contract Agent
and the Debentures from the Collateral Agent, the Remarketing Agent will, during
the Final Three-Day Remarketing Period, use its commercially reasonable efforts
to remarket the Debentures at a price equal to or greater than 100% of the
aggregate principal amount of the Debentures remarketed plus the applicable
Remarketing Fee.  Upon a Successful Remarketing, and after deducting
any Remarketing Fee, the Remarketing Agent will remit the remaining portion of
the proceeds from such Remarketing to the Collateral Agent.  Such
portion of the proceeds, equal to the aggregate principal amount of such
Debentures, will automatically be applied by the Collateral Agent, in accordance
with the Pledge Agreement, to satisfy in full such Corporate Unit Holders’
obligations to pay the Purchase Price for the Common Stock under the related
Purchase Contracts on the Purchase Contract Settlement Date.  Any
proceeds in excess of those required to pay the Purchase Price and the
Remarketing Fee will be remitted to the Purchase Contract Agent for payment to
the Holders of the related Corporate Units.  Corporate Unit Holders
whose Debentures are so remarketed will not otherwise be responsible for the
payment of any Remarketing Fee in connection therewith.  If there is
no Successful Remarketing during the Period for Early Remarketing and if all the
Remarketings during the Final Three-Day Remarketing Period result in Failed
Remarketings in accordance with the terms of the Pledge Agreement, the Failed
Remarketing on the last Remarketing Date during the Final Three-Day Remarketing
Period shall constitute a default under the related Purchase Contracts by such
Holders and the Collateral

     


    
      
         


      

      
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    Agent,
for the benefit of the Company, will exercise its rights as a secured party with
respect to such Debentures underlying the Applicable Ownership Interests in
Debentures to satisfy the Holders’ obligations under such Purchase Contract to
purchase Common Stock at the Purchase Price, including those actions specified
in paragraph
(c) below.

     

    (b) With
respect to any Debentures beneficially owned by Holders who have elected Cash
Settlement but failed to deliver cash as required in (a)(ii) above, or with
respect to Debentures which are subject to a Failed Remarketing, the Collateral
Agent for the benefit of the Company reserves all of its rights as a secured
party with respect thereto and, subject to applicable law and paragraph
(g) below, may, among other things, (i) retain the Debentures in
full satisfaction of the Holders’ obligations under the Purchase Contracts or
(ii) sell the Debentures in one or more public or private sales and apply
the proceeds of such sale in full satisfaction of the Holders’ obligations under
the Purchase Contract.

     

    (c) (i)           Unless
a Holder of Treasury Units or Corporate Units (if the Treasury Portfolio has
replaced the Debentures as a component of the Corporate Units) settles the
underlying Purchase Contract through the early delivery of cash to the Purchase
Contract Agent in the manner described in Section 5.9,
each Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio
has replaced the Debentures as a component of the Corporate Units) must notify
the Purchase Contract Agent of its intention to pay in cash the Purchase Price
for the shares of Common Stock to be purchased pursuant to the Purchase Contract
on the Purchase Contract Settlement Date by presenting and surrendering to the
Purchase Contract Agent the Treasury Unit Certificate or Corporate Unit
Certificate, as the case may be, with a notice in substantially the form of
Exhibit C
hereto on the reverse side of such Certificate completed and
executed.  Such presentation, surrender and notice must be made at or
prior to 5:00 p.m., New York City time, on the seventh Business Day immediately
preceding the Purchase Contract Settlement Date.  The Purchase
Contract Agent shall promptly notify the Collateral Agent of the receipt of such
a notice from a Holder intending to make a Cash Settlement.

     

    (ii)           A
Holder of a Treasury Unit or Corporate Unit (if the Treasury Portfolio has
replaced the Debentures, as a component of the Corporate Units) who has so
notified the Purchase Contract Agent of its intention to make a Cash Settlement
in accordance with paragraph
(c)(i) above is required to pay the Purchase Price to the Collateral
Agent prior to 11:00 a.m., New York City time, on the sixth Business Day
immediately preceding the Purchase Contract Settlement Date in lawful money of
the United States by certified or cashiers’ check or wire transfer, in each case
in immediately available funds payable to or upon the order of the
Company.  Any cash received by the Collateral Agent will be invested
promptly by the Collateral Agent in Permitted Investments and paid to the
Company on the Purchase Contract Settlement Date in settlement of the Purchase
Contract in accordance with the terms of this Agreement and the Pledge
Agreement.  Any funds received by the Collateral Agent in respect of
the investment earnings from the investment in such Permitted Investments will
be

     


    
      
         


      

      
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    distributed
to the Purchase Contract Agent when received for payment to the
Holder.

     

    (iii)           If
a Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has
replaced the Debentures as a component of Corporate Units,) fails to notify the
Purchase Contract Agent of its intention to effect a Cash Settlement in
accordance with paragraph
(c)(i) above, or if such Holder does notify the Purchase Contract
Agent as provided in paragraph
(c)(i) above of its intention to pay the Purchase Price in cash, but
fails to make such payment as required by paragraph
(c)(ii) above, then such failure shall constitute a default under
the Purchase Contract and upon the maturity of the Pledged Treasury Securities
or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the
case may be, held by the Collateral Agent on the Business Day immediately prior
to the Purchase Contract Settlement Date, the principal amount of the Pledged
Treasury Securities or the portion of the Pledged Applicable Ownership Interest
in the Treasury Portfolio corresponding to such Purchase Contracts, as the case
may be, received by the Collateral Agent will, upon the written direction of FPL
Group, be invested promptly in overnight Permitted Investments.  On
the Purchase Contract Settlement Date an amount equal to the Purchase Price will
be remitted to the Company in settlement of the Purchase Contract in accordance
with the terms of this Agreement and the Pledge Agreement without receiving any
instructions from the Holder.  In the event the sum of the proceeds
from the related Pledged Treasury Securities or the Pledged Applicable Ownership
Interests in the Treasury Portfolio, as the case may be, and the investment
earnings earned from such investments is in excess of the aggregate Purchase
Price of the Purchase Contracts being settled thereby, the Collateral Agent will
distribute such excess to the Purchase Contract Agent for the benefit of the
Holder of the related Treasury Unit or Corporate Unit when
received.

     

    (d) Any
distribution to Holders of excess funds and interest described above, shall be
payable at the Corporate Trust Office maintained for that purpose or, at the
option of the Holder, by check mailed to the address of the Person entitled
thereto at such address as it appears on the Security Register.

     

    (e) The
Company shall not be obligated to issue any shares of Common Stock in respect of
a Purchase Contract or deliver any certificate therefor to the Holder unless it
shall have received payment in full of the Purchase Price for the shares of
Common Stock to be purchased thereunder in the manner herein set
forth.

     

    (f) Upon
Cash Settlement with respect to a Purchase Contract, (i) the Collateral
Agent will, in accordance with the terms of the Pledge Agreement, cause the
Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable
Ownership Interests in the Treasury Portfolio, as the case may be, or the
Pledged Treasury Securities, in each case underlying the relevant Unit, to be
released from the Pledge by the Collateral Agent free and clear of any security
interest of the Company and transferred to the Purchase Contract Agent for
delivery to the Holder thereof or its designee as soon as practicable and
(ii) subject to the receipt thereof from the Collateral Agent, the Purchase
Contract Agent shall, by book-entry transfer, or

     


    
      
         


      

      
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    other
procedures, in accordance with instructions provided by the Holder thereof,
Transfer the Debentures or the Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, or such Treasury Securities (or, if no such
instructions are given to the Purchase Contract Agent by the Holder, the
Purchase Contract Agent shall hold the Debentures or the Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, or such Treasury
Securities, and any interest or other distribution thereon, in the name of the
Purchase Contract Agent or its nominee in trust for the benefit of such
Holder).

     

    (g) The
obligations of the Holders to pay the Purchase Price are non-recourse
obligations and, except to the extent satisfied by Early Settlement, Fundamental
Change Early Settlement or Cash Settlement or terminated upon a Termination
Event, are payable solely out of any Cash Settlement or the proceeds of any
Collateral pledged to secure the obligations of the Holders with respect to such
Purchase Price and in no event will Holders be liable for any deficiency between
the proceeds of Collateral disposition and the Purchase Price.

     

    
      	
              SECTION
      5.5.  

            	
              Issuance
      of Shares of Common Stock

            


    

    .

    Unless
a Termination Event shall have occurred, and except with respect to Purchase
Contracts with respect to which there has been an Early Settlement or a
Fundamental Change Early Settlement, on the Purchase Contract Settlement Date,
upon the Company’s receipt of payment in full of the Purchase Price for the
shares of Common Stock purchased by the Holders pursuant to the foregoing
provisions of this Article and subject to Section 5.6(b),
the Company shall issue and deposit with the Purchase Contract Agent, for the
benefit of the Holders of the Outstanding Units, one or more certificates
representing the newly-issued shares of Common Stock registered in the name of
the Purchase Contract Agent (or its nominee) as custodian for the Holders (such
certificates for shares of Common Stock, together with any dividends or other
distributions for which both a record date and payment date for such dividend or
other distribution has occurred after the Purchase Contract Settlement Date,
being hereinafter referred to as the “Purchase Contract Settlement
Fund”) to which the Holders are entitled hereunder.  Subject to
the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on
or after the Purchase Contract Settlement Date, together with settlement
instructions thereon duly completed and executed, the Holder of such Certificate
shall be entitled to receive in exchange therefor a certificate representing
that number of whole shares of Common Stock which such Holder is entitled to
receive pursuant to the provisions of this Article V (after taking into
account all Units then held by such Holder) together with cash in lieu of
fractional shares as provided in Section 5.10
and any dividends or other distributions with respect to such shares comprising
part of the Purchase Contract Settlement Fund, but without any interest thereon,
and any Certificate so surrendered shall forthwith be cancelled.  Such
shares shall be registered in the name of the Holder or the Holder’s designee as
specified in the settlement instructions provided by the Holder to the Purchase
Contract Agent.  If any shares of Common Stock issued in respect of
Purchase Contracts are to be registered to a Person other than the Person in
whose name the Certificate evidencing such Purchase Contracts is registered, no
such registration shall be made unless the Person requesting such registration
has paid any transfer and other taxes required by reason of such registration in
a name other than that of the registered Holder of the Certificate evidencing
such Purchase Contracts or has established to the satisfaction of the Company
that such tax either has been paid or is not payable.


    
      
         


      

      
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              SECTION
      5.6.  

            	
              Adjustment
      of Fixed Settlement Rate; Fundamental Change Early
    Settlement

            


    

    .

    (a) Adjustments
for Dividends, Distributions, Stock Splits, Etc.

     

    (1)           Stock
Dividends.  In case the Company shall pay or make a dividend or
other distribution on the Common Stock in Common Stock, each Fixed Settlement
Rate in effect at the opening of business on the day following the date fixed
for the determination of shareholders entitled to receive such dividend or other
distribution, shall be increased by dividing such Fixed Settlement Rate by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
and the denominator shall be the sum of such number of shares and the total
number of shares constituting such dividend or other distribution, such increase
to become effective immediately after the opening of business on the day
following the date fixed for such determination.  For the purposes of
this paragraph (1), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
any shares issuable in respect of any scrip certificates issued in lieu of
fractions of shares of Common Stock.  The Company will not pay any
dividend or make any other distribution on shares of Common Stock held in the
treasury of the Company.

     

    (2)           Stock Purchase Rights, Options,
Etc.  In case the Company shall issue rights, options, warrants
or other securities to all holders of its Common Stock (that are not available
on an equivalent basis to Holders of the Units upon settlement of the Purchase
Contracts forming a component of such Units) entitling such holders of Common
Stock, for a period expiring within 45 days from the date of issuance of such
rights, options, warrants or other securities, to subscribe for or purchase
shares of Common Stock at a price per share less than the Current Market Price
per share of Common Stock on the date fixed for the determination of
shareholders entitled to receive such rights, options, warrants or securities
(other than pursuant to any dividend reinvestment plan, share purchase plan or
similar plan, including such a plan that provides for purchases of Common Stock
by non-shareholders), each Fixed Settlement Rate in effect at the opening of
business on the day following the date fixed for such determination shall be
increased by dividing such Fixed Settlement Rate by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the close
of business on the date fixed for such determination plus the number of shares
of Common Stock which the aggregate of the offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase at
such Current Market Price and the denominator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such increase to become effective immediately after
the opening of business on the day following the date fixed for such
determination.  For the purposes of this paragraph (2), the number of
shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Company but shall include any shares issuable in respect of
any scrip certificates issued in lieu of fractions of shares of Common
Stock.  The Company shall not issue any such rights, options, warrants
or securities in respect of shares of Common Stock held in the treasury of the
Company.

     


    
      
         


      

      
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    (3)           Stock Splits, Reverse Splits and
Combinations.  In case outstanding shares of Common Stock shall
be subdivided, split or reclassified into a greater number of shares of Common
Stock, each Fixed Settlement Rate in effect at the opening of business on the
day following the day upon which such subdivision, split or reclassification
becomes effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall each be combined or reclassified into a
smaller number of shares of Common Stock, each Fixed Settlement Rate in effect
at the opening of business on the day following the day upon which such
combination or reclassification becomes effective shall be proportionately
reduced, such increase or reduction, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision, split, reclassification or combination becomes
effective.

     

    (4)           Debt or Asset
Distributions.  (i) In case the Company shall, by dividend or
otherwise, distribute to all holders of its Common Stock evidences of its
indebtedness or assets (including securities, but excluding any rights, options,
warrants or other securities referred to in paragraph
(2) of this Section, any dividend or other distribution paid exclusively
in cash referred to in paragraph
(5) of this Section (including the Reference Dividend as described
therein), any dividend or distribution referred to in paragraph
(1) of this Section and any dividend, shares of capital stock of any
class or series, or similar equity interests, of or relating to a subsidiary or
other business unit in the case of a Spin-Off referred to in subparagraph (ii)
below), each Fixed Settlement Rate in effect at the opening of business
on the day following the day on which such dividend or other distribution was
effected shall be adjusted so that the same shall equal the rate determined by
dividing such Fixed Settlement Rate in effect immediately prior to the close of
business on the date fixed for the determination of shareholders entitled to
receive such distribution by a fraction of which the numerator shall be the
Current Market Price per share of the Common Stock on the date fixed for such
determination less the then fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) of the portion of the assets or evidences of indebtedness so
distributed applicable to one share of Common Stock and the denominator shall be
such Current Market Price per share of the Common Stock, such adjustment to
become effective immediately prior to the opening of business on the day
following the date fixed for the determination of shareholders entitled to
receive such distribution.  In any case in which this paragraph (4) is
applicable, paragraph
(2) of this Section shall not be applicable and in any case in which this
subparagraph (i) is applicable, subparagraph (ii) is not
applicable.

     

    (ii)           In
the case of a Spin-Off, each Fixed Settlement Rate in effect immediately before
the close of business on the record date fixed for determination of shareholders
of the Company entitled to receive the distribution will be increased by
dividing such Fixed Settlement Rate by a fraction, the numerator of which is the
Current Market Price per share of Common Stock and the denominator of which is
the Current Market Price per share of Common Stock plus the Fair Market Value of
the portion of those shares of capital stock or similar equity interests so
distributed applicable to one share of Common Stock.  Any adjustment
to the Fixed Settlement Rate under this subparagraph (ii) will occur on the date
that is the earlier of (A) the tenth Trading Day from, and including, the
effective date of the Spin-Off and (B) in the case of any Spin-Off that is
effected simultaneously with an Initial Public Offering of the securities being
distributed in the Spin-Off, the date on which the initial public offering price
of the securities being offered in such Initial Public Offering is
determined.

     


    
      
         


      

      
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    (5)           Cash
Distributions.  In case the Company shall, (I) by dividend
or otherwise, distribute to all holders of its Common Stock cash during any
quarterly period (excluding any cash that is distributed in a Reorganization
Event to which Section 5.6(b)
applies or as part of a distribution referred to in paragraph
(4) of this Section) in an amount in excess of $0.4725 per share of
Common Stock per quarter (the “Reference Dividend”),
immediately after the close of business on the date fixed for determination of
the holders of Common Stock entitled to receive such distribution, each Fixed
Settlement Rate shall be increased by dividing such Fixed Settlement Rate in
effect immediately prior to the close of business on the date fixed for
determination of the holders of Common Stock entitled to receive such
distribution by a fraction, the numerator of which shall be equal to the Current
Market Price per share of Common Stock on the date fixed for such determination
less the per share amount of the distribution and the denominator of which shall
be equal to the Current Market Price per share of Common Stock on the date fixed
for such determination minus the Reference Dividend.  The Reference
Dividend is subject to adjustment (without duplication) from time to time in a
manner inversely proportional to any adjustment made to each Fixed Settlement
Rate under Section 5.6(a); provided that no
adjustment will be made to the Reference Dividend for any adjustment made
pursuant to this Section 5.6(a)(5).  In the event that such
dividend or distribution is not so paid or made, each Fixed Settlement Rate
shall again be adjusted to be the Fixed Settlement Rate which would then be in
effect if such dividend or distribution had not been declared.

     

    (6)           Tender Offers and Exchange
Offers.  In the case that a tender offer or exchange offer made
by the Company or any subsidiary of the Company for all or any portion of the
Common Stock shall expire and such tender offer or exchange offer (as amended
through the expiration thereof) shall require the payment to holders of the
Common Stock (based on the acceptance (up to any maximum specified in the terms
of the tender offer or exchange offer) of Reacquired Shares) of an aggregate
consideration having a fair market value (as determined in good faith by the
Board of Directors, whose determination shall be conclusive and described in a
Board Resolution) per share of Common Stock that exceeds the closing price per
share of Common Stock on the Trading Day next succeeding the last date on which
tenders or exchanges may be made pursuant to such tender offer or exchange
offer, then, immediately prior to the opening of business on the Trading Day
after the date of the last time (the “Expiration Time”) tenders or
exchanges could have been made pursuant to such tender offer or exchange offer
(as amended through the Expiration Time), each Fixed Settlement Rate shall be
increased by dividing such Fixed Settlement Rate immediately prior to the close
of business on the date of the Expiration Time by a fraction (A) the numerator
of which shall be equal to (x) the product of (I) the Current Market Price per
share of Common Stock on the date of the Expiration Time and (II) the number of
shares of Common Stock outstanding (including any tendered or exchanged shares)
on the date of the Expiration Time less (y) the amount of cash plus the fair
market value (determined as aforesaid) of the aggregate consideration, if any,
other than cash, payable to holders of Common Stock pursuant to the tender offer
or exchange offer (assuming the acceptance, up to any maximum specified in the
terms of the tender offer or exchange offer, of Reacquired Shares), and (B) the
denominator of which shall be equal to the product of (x) the Current Market
Price per share of Common Stock on the date of the Expiration Time and (y) the
result of (I) the number of shares of Common Stock outstanding (including any
tendered or exchanged shares) on the date of the Expiration Time less (II) the
number of all shares validly tendered pursuant to the tender offer or exchange
offer, not withdrawn and accepted on the date

     


    
      
         


      

      
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    of
the Expiration Time (such validly tendered or exchanged shares, up to any such
maximum, being referred to as the “Reacquired
Shares”).

     

    (7)           The
reclassification of Common Stock into securities including securities other than
Common Stock (other than any reclassification upon a Reorganization Event to
which Section 5.6(b)
applies) shall be deemed to involve (a) a distribution of such securities other
than Common Stock to all holders of Common Stock (and the effective date of such
reclassification shall be deemed to be “the date fixed for the determination
of shareholders entitled to receive such distribution” and the “date fixed for such
determination” within the meaning of paragraph
(4) of this Section), and (b) a subdivision, split or combination, as the
case may be, of the number of shares of Common Stock outstanding immediately
prior to such reclassification into the number of shares of Common Stock
outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be “the day upon which such subdivision
or split becomes effective” or “the day upon which such combination
becomes effective”, as the case may be, and “the day upon which such subdivision,
split or combination becomes effective” within the meaning of paragraph
(3) of this Section).

     

    (8)           The
“Current Market Price”
per share of Common Stock or any other security on any day means the average of
the daily Closing Prices for the 20 consecutive Trading Days preceding the
earlier of the day preceding the day in question and the day before the “ex
date” with respect to the issuance or distribution requiring such
computation.  For purposes of this paragraph, the term “ex date,” when used with
respect to any issuance or distribution, shall mean the first date on which the
Common Stock or other security, as applicable, trades regular way on the
principal U.S. securities exchange or quotation system on which the Common Stock
or such other security, as applicable, is listed or quoted at that time, without
the right to receive the issuance or distribution.

     

    (9)           Calculation of
Adjustments.  All adjustments to a Fixed Settlement Rate shall
be calculated to the nearest 1/10,000th of a share of Common
Stock.  No adjustment in a Fixed Settlement Rate shall be required
unless such adjustment would require an increase or decrease of at least one
percent therein; provided, however, that any adjustments which by reason of this
subparagraph are not required to be made shall be carried forward and taken into
account in any subsequent adjustment.  If an adjustment is made to
each Fixed Settlement Rate pursuant to paragraph
(1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an
adjustment shall also be made to the Applicable Market Value solely to determine
which of clauses (a), (b) or (c) of the definition of Settlement Rate in Section 5.1
will apply on the Purchase Contract Settlement Date or any Fundamental Change
Early Settlement Date.  Such adjustment shall be made by multiplying
the Applicable Market Value by the Adjustment Factor.  The “Adjustment Factor” means,
initially, a fraction of which the numerator shall be the Maximum Settlement
Rate immediately after the first adjustment to each Fixed Settlement Rate
pursuant to this Section 5.6(a) and the denominator shall be the Maximum
Settlement Rate immediately prior to such adjustment.  Each time an
adjustment is required to be made to each Fixed Settlement Rate pursuant to this
Section 5.6(a), the Adjustment Factor shall be multiplied by a fraction the
numerator of which shall be the Maximum Settlement Rate immediately after such
adjustment to each Fixed Settlement Rate pursuant to this Section 5.6(a)
and the denominator of which shall be the Maximum Settlement Rate immediately
prior to such adjustment.  Notwithstanding the foregoing, if any
adjustment to each Fixed Settlement Rate is required to be made pursuant to
the

     


    
      
         


      

      
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    occurrence
of any of the events contemplated by this Section 5.6(a) during the period
taken into consideration for determining the Applicable Market Value, the 20
individual Closing Prices used to determine the Applicable Market Value shall be
adjusted rather than the Applicable Market Value and the Applicable Market Value
shall be determined by (A) multiplying the Closing Prices for Trading Days prior
to such adjustment to each Fixed Settlement Rate by the Adjustment Factor in
effect prior to such adjustment, (B) multiplying the Closing Prices for Trading
Days following such adjustment by the Adjustment Factor reflecting such
adjustment, and (C) dividing the sum of all such adjusted Closing Prices by
20.

     

    (10)           The
Company may, but shall not be required to, make such increases in the Settlement
Rate, in addition to those required by this Section, as it considers to be
advisable in order to avoid or diminish the effect of any income tax to any
holders of shares of Common Stock resulting from any dividend or distribution of
stock or issuance of rights or warrants to purchase or subscribe for stock or
from any event treated as such for income tax purposes or for any other
reasons.

     

    (11)           If
the Company hereafter adopts any shareholder rights plan involving the issuance
of preferred share purchase rights or other similar rights (the “Rights”) to all holders of the
Common Stock, a Holder shall be entitled to receive upon settlement of any
Purchase Contract, in addition to the shares of Common Stock issuable upon
settlement of such Purchase Contract, the related Rights for the Common Stock,
unless such Rights under the future shareholder rights plan have separated from
the Common Stock prior to the time of settlement of such Purchase Contract, in
which case each Settlement Rate shall be adjusted as provided in Section 5.6(a)(4)
on the date such Rights separate from the Common Stock.

     

    (b) Adjustment for Consolidation, Merger
or Other Reorganization Event; Fundamental Change Early
Settlement.  (i) Subject to the provisions of clause (ii)
of this Section 5.6(b), upon a Reorganization Event, each Unit shall
thereafter, in lieu of a variable number of shares of Common Stock, be settled
by delivery of a variable number of Exchange Property Units.  An
“Exchange Property Unit”
represents the right to receive the kind and amount of securities, cash and
other property receivable in such Reorganization Event (without any interest
thereon, and without any right to dividends or distributions thereon that have a
record date that is prior to the applicable settlement date) per share of Common
Stock by a holder of Common Stock that is not a Person which is a party to the
Reorganization Event (any such Person, a “Constituent Person”), or an
Affiliate of a Constituent Person to the extent such Reorganization Event
provides for different treatment of Common Stock held by Affiliates of the
Company and non-Affiliates.  In the event holders of Common Stock have
the opportunity to elect the form of consideration to be received in such
transaction, the Exchange Property Unit that Holders of the Corporate Units or
Treasury Units would have been entitled to receive will be deemed to be the
weighted average of the types and amounts of consideration received by the
holders of Common Stock that affirmatively make an election.  The
number of Exchange Property Units to be delivered upon settlement of a Purchase
Contract following the effective date of a Reorganization Event shall equal the
Settlement Rate, subject to adjustment as provided in this Section 5.6,
determined as if the references to “shares of Common Stock” in Section 5.1(a)(i),
(ii) and (iii) were to “Exchange Property Units.”

     


    
      
         


      

      
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    In
the event of such a Reorganization Event, the Person formed by such
consolidation or merger or the Person which acquires the property of the Company
as an entirety or substantially as an entirety by sale, transfer, lease or
conveyance or the Person which shall acquire the Company pursuant to a share
exchange business combination shall execute and deliver to the Purchase Contract
Agent an agreement supplemental hereto providing that the Holder of each Unit
that remains Outstanding after the Reorganization Event (if any) shall have the
rights provided by this Section 5.6(b).  Such supplemental
agreement shall provide for adjustments to the amount of any securities
constituting all or a portion of an Exchange Property Unit which, for events
subsequent to the effective date of such Reorganization Event, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Section 5.6.  The above provisions of this Section 5.6(b)
shall similarly apply to successive Reorganization Events.

     

    (ii)           Prior
to the Purchase Contract Settlement Date, if a Fundamental Change occurs, then
following such Fundamental Change a Holder of a Unit will have the right to
accelerate and settle (“Fundamental Change Early
Settlement”) its Purchase Contract, upon the conditions set forth below,
at the Settlement Rate (determined as if the Applicable Market Value equaled the
Stock Price), plus an additional make-whole amount of shares (the “Make-Whole Share Amount”);
provided that no Fundamental Change Early Settlement will be permitted pursuant
to this Section 5.6(b)(ii) unless, at the time such Fundamental Change
Early Settlement is effected, there is an effective Registration Statement with
respect to any securities to be issued and delivered in connection with such
Fundamental Change Early Settlement, if such a Registration Statement is
required (in the view of counsel for the Company, which need not be in the form
of a written opinion,) under the Securities Act.  If such a
Registration Statement is so required, the Company covenants and agrees to use
its commercially reasonable efforts to (x) have in effect a Registration
Statement covering any securities to be delivered in respect of the Purchase
Contracts being settled and (y) provide a Prospectus in connection
therewith, in each case in a form that may be used in connection with such
Fundamental Change Early Settlement.  In the event that a Holder seeks
to exercise its Fundamental Change Early Settlement right and a Registration
Statement is required to be effective in connection with the exercise of such
right but no such Registration Statement is then effective, the Holder’s
exercise of such right shall be void unless and until such a Registration
Statement shall be effective and the Company shall have no further obligation
with respect to any such Registration Statement if, notwithstanding using its
commercially reasonable efforts, no Registration Statement is then
effective.

     

    If
a Holder elects a Fundamental Change Early Settlement of some or all of its
Purchase Contracts, such Holder shall be entitled to receive, on the Fundamental
Change Early Settlement Date, the aggregate amount of any accrued and unpaid
Contract Adjustment Payments and any Deferred Contract Adjustment Payments, with
respect to such Purchase Contracts.  The Company shall pay such amount
as a credit against the amount otherwise payable by such Holder to effect such
Fundamental Change Early Settlement.

     

    Within
five Business Days of the Effective Date of a Fundamental Change, the Company
or, at the request and expense of the Company, if such request is delivered at
least two Business Days prior to the date such notice is to be given to Holders
of Units (unless a shorter period shall be agreed to by the Purchase Contract
Agent), the Purchase Contract Agent, shall provide written notice to Holders of
Units of such completion of a Fundamental Change, which shall
specify

     


    
      
         


      

      
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    (1)           the
deadline for submitting the notice to settle early in cash pursuant to this
Section 5.6(b)(ii) and how and where such notice to settle early should be
delivered,

     

    (2)           the
date on which such Fundamental Change Early Settlement shall occur (which date
shall be at least ten days after the date of the notice but not later than the
earlier of 20 days after the date of such notice or five Business Days prior to
the Purchase Contract Settlement Date) (the “Fundamental Change Early Settlement
Date”),

     

    (3)           the
amount of cash payable in respect of the exercise of such Fundamental Change
Early Settlement (giving effect to the credit for any accrued and unpaid
Contract Adjustment Payments and any Deferred Contract Adjustment Payments as
provided in the preceding paragraph),

     

    (4)            the
applicable Settlement Rate,

     

    (5)           the
Make-Whole Share Amount and

     

    (6)           the
amount (per share of Common Stock) of cash, securities and other consideration
receivable by the Holder, including any amount of Contract Adjustment Payments
receivable upon settlement.

     

    The
Company shall also deliver a copy of such notice to the Purchase Contract Agent
and the Collateral Agent.

     

    Corporate
Unit Holders (unless Applicable Ownership Interests in the Treasury Portfolio
have replaced Applicable Ownership Interests in Debentures as a component of the
Corporate Units) and Treasury Unit Holders may only effect Fundamental Change
Early Settlement pursuant to this Section 5.6(b)(ii) in integral multiples
of 20 Corporate Units or Treasury Units, as the case may be.  If
Applicable Ownership Interests in the Treasury Portfolio have replaced
Applicable Ownership Interests in Debentures as a component of the Corporate
Units, Corporate Unit Holders may only effect Fundamental Change Early
Settlement pursuant to this Section 5.6(b)(ii) in multiples of 20,000
Corporate Units (or such other number of Corporate Units as may be determined by
the Remarketing Agent upon a Successful Remarketing if the Reset Effective Date
is not a Payment Date).  Other than the provisions relating to timing
of notice and settlement, which shall be as set forth above, the provisions of
Section 5.1
shall apply with respect to a Fundamental Change Early Settlement pursuant to
this Section 5.6(b)(ii).

     

    In
order to exercise the right to effect Fundamental Change Early Settlement with
respect to any Purchase Contracts, the Holder of the Certificate evidencing
Units shall deliver to the Purchase Contract Agent at the Corporate Trust
Office, no later than 4:00 p.m., New York City time, on the third Business Day
immediately preceding the Fundamental Change Early Settlement Date, such
Certificate duly endorsed for transfer to the Company or in blank with the form
of Election to Settle Early/Fundamental Change Early Settlement on the reverse
thereof duly completed and accompanied by payment (payable to the Company in
immediately available funds) in an amount equal to the product of (1) the Stated
Amount times (2) the number of Purchase Contracts with respect to which the
Holder has elected to effect Fundamental Change Early Settlement.

     


    
      
         


      

      
        52

        
          

        

      

      
         


      

    


    


     

    Upon
receipt of any such Certificate and payment of such funds, the Purchase Contract
Agent shall pay the Company from such funds the related Purchase Price pursuant
to the terms of the related Purchase Contracts, and notify the Collateral Agent
that all the conditions necessary for a Fundamental Change Early Settlement by a
Holder of Units have been satisfied pursuant to which the Purchase Contract
Agent has received from such Holder, and paid to the Company as confirmed in
writing by the Company, the related Purchase Price.

     

    If
a Holder properly effects a Fundamental Change Early Settlement in accordance
with the provisions of this Section 5.6(b)(ii), the Company will deliver
(or will cause the Collateral Agent to deliver) to the Holder on the Fundamental
Change Early Settlement Date:

     

    (A)           the
kind and amount of securities, cash and other property receivable upon such
Fundamental Change by a holder of the number of shares of Common Stock issuable
on account of each Purchase Contract if the Purchase Contract Settlement Date
had occurred immediately prior to such Fundamental Change (based on the
Settlement Rate in effect at such time plus the Make-Whole Share Amount),
assuming such holder of Common Stock is not a Constituent Person or an Affiliate
of a Constituent Person to the extent such Fundamental Change provides for
different treatment of Common Stock held by Affiliates of the Company and
non-Affiliates.  In the event holders of Common Stock have the
opportunity to elect the form of consideration to be received in the Fundamental
Change, the kind and amount of securities, cash and/or other property receivable
by Holders of the Corporate Units or Treasury Units exercising their right to
effect a Fundamental Change Early Settlement will be deemed to be the weighted
average of the types and amounts of consideration received by the holders of
Common Stock that affirmatively make an election.  For the avoidance
of doubt, for the purposes of determining the Applicable Market Value (in
connection with determining the appropriate Settlement Rate to be applied in the
foregoing sentence), the date of the closing of the Fundamental Change shall be
deemed to be the Purchase Contract Settlement Date;

     

    (B)           the
Applicable Ownership Interest in Debentures, the Applicable Ownership Interests
in the Treasury Portfolio or the Treasury Securities, as the case may be,
related to the Purchase Contracts with respect to which the Holder is effecting
a Fundamental Change Early Settlement;

     

    (C)           any
accrued and unpaid Contract Adjustment Payments and any Deferred Contract
Adjustment Payments (to the extent such payments are not applied as a credit to
the Purchase Price in connection with the settlement of the Purchase Contracts);
and

     

    (D)           if
so required under the Securities Act, a Prospectus as contemplated by this
Section 5.6(b)(ii).

     

    The
Corporate Units or the Treasury Units of the Holders who do not elect
Fundamental Change Early Settlement in accordance with the foregoing provisions
will continue to remain Outstanding and be subject to settlement on the Purchase
Contract Settlement Date in accordance with the terms hereof.

     

    The
Make-Whole Share Amounts applicable to a Fundamental Change Early Settlement
will be determined by reference to the table below, based on the date on which
the Fundamental

     


    
      
         


      

      
        53

        
          

        

      

      
         


      

    


    Change
becomes effective (the “Effective Date”) and the price
(the “Stock Price”) paid
per share for Common Stock in such Fundamental Change, which will be (a) in the
case of a Fundamental Change described in clause (ii) of the definition of such
term and the holders of Common Stock receive only cash in such transaction, the
Stock Price paid per share will be the cash amount paid per share; or (b)
otherwise, the Stock Price paid per share will be the average of the Closing
Prices of the Common Stock on the twenty Trading Days prior to, but not
including, the Effective Date of such Fundamental Change.

     

    
      	 
      	
              
                Effective
      Date

              

            
	
              
                Stock
      Price

              

            	
              
                May
      26, 2009

              

            	
              
                June
      1, 2010

              

            	
              
                June
      1, 2011

              

            	
              
                June
      1, 2012

              

            
	 
      	 
      	 
      	 
      	 
      
	
              $20.00

            	
              0.3376

            	
              0.2284

            	
              0.1152

            	
              0.0000

            
	
              $30.00

            	
              0.1862

            	
              0.1261

            	
              0.0675

            	
              0.0000

            
	
              $40.00

            	
              0.0904

            	
              0.0516

            	
              0.0215

            	
              0.0000

            
	
              $50.00

            	
              0.0263

            	
              0.0177

            	
              0.0091

            	
              0.0000

            
	
              $55.67

            	
              0.0000

            	
              0.0000

            	
              0.0000

            	
              0.0000

            
	
              $60.00

            	
              0.0485

            	
              0.0208

            	
              0.0104

            	
              0.0000

            
	
              $66.80

            	
              0.1128

            	
              0.0866

            	
              0.0613

            	
              0.0000

            
	
              $70.00

            	
              0.1049

            	
              0.0794

            	
              0.0539

            	
              0.0000

            
	
              $80.00

            	
              0.0856

            	
              0.0624

            	
              0.0376

            	
              0.0000

            
	
              $90.00

            	
              0.0722

            	
              0.0513

            	
              0.0285

            	
              0.0000

            
	
              $100.00

            	
              0.0626

            	
              0.0438

            	
              0.0234

            	
              0.0000

            
	
              $125.00

            	
              0.0474

            	
              0.0329

            	
              0.0172

            	
              0.0000

            
	
              $150.00

            	
              0.0383

            	
              0.0267

            	
              0.0139

            	
              0.0000

            
	
              $175.00

            	
              0.0320

            	
              0.0223

            	
              0.0115

            	
              0.0000

            
	
              $200.00

            	
              0.0272

            	
              0.0189

            	
              0.0096

            	
              0.0000

            


    

    


     

    The
Stock Prices set forth in the first column of the table will be adjusted upon
the occurrence of certain events requiring adjustments to each Fixed Settlement
Rate pursuant to Section 5.6(a).

     

    Each
of the Make-Whole Share Amounts set forth in the table will be subject to
adjustment in the same manner as the Fixed Settlement Rates as set forth in
Section 5.6(a).

     

    If
the Stock Price or Effective Date applicable to a Fundamental Change is not
expressly set forth on the table, then the Make-Whole Share Amount will be
determined as follows:

     

    (1)           if
the Stock Price is between two Stock Price amounts on the table or the Effective
Date is between two dates on the table, the Make-Whole Share Amount will be
determined by straight-line interpolation between the Make-Whole Share Amounts
set forth for the higher and lower Stock Price amounts and the two dates, as
applicable, based on a 365-day year;

     

    (2)           if
the Stock Price is in excess of $200 per share (subject to adjustment as set
forth in Section 5.6(a)),
then the Make-Whole Share Amount shall be zero; and

     


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    


     

    (3)           if
the Stock Price is less than $20 per share (subject to adjustment as set forth
in Section 5.6(a))
(the “Minimum Stock
Price”), then the Make-Whole Share Amount shall be determined as if the
Stock Price equaled the Minimum Stock Price, using straight-line interpolation,
as described in clause (1) above, if the Effective Date is between two dates on
the table.

     

    (c) No
adjustment to the Settlement Rate need be made if Holders may participate in the
transaction that would otherwise give rise to an adjustment, so long as the
distributed assets or securities the Holders would receive upon settlement of
the Purchase Contracts, if convertible, exchangeable, or exercisable, are
convertible, exchangeable or exercisable, as applicable, without any loss of
rights or privileges for a period of at least 45 days following settlement of
the Purchase Contracts.

     

    (d) The
Fixed Settlement Rate shall not be adjusted:

     

    (i) upon
the issuance of any shares of Common Stock pursuant to any present or future
plan providing for the direct investment in Common Stock or the reinvestment of
dividends or interest payable on the Company’s securities and the investment of
additional optional amounts in shares of Common Stock under any
plan;

     

    (ii) upon
the issuance of any shares of Common Stock or options or rights to purchase
shares of Common Stock pursuant to any present or future employee, director or
consultant benefit plan or program of or assumed by the Company or any of its
subsidiaries;

     

    (iii) upon
the issuance of any shares of Common Stock pursuant to any option, warrant,
right or exercisable, exchangeable or convertible security outstanding as of the
date the Units were first issued;

     

    (iv) for
a change in the par value or a change to no par value of the Common
Stock;

     

    (v) for
accumulated and unpaid dividends, other than to the extent contemplated by Section 5.6(a)
hereof; or

     

    (vi) upon
the issuance of shares of Common Stock or securities convertible into, or
exercisable or exchangeable for, Common Stock, in public or private
transactions, for consideration in cash or property, at any price the Company
deems appropriate.

     

    (e) All
calculations and determinations pursuant to this Section 5.6 shall be made
by the Company or its agent and the Purchase Contract Agent shall have no
responsibility with respect to any such calculation or
determination.

     

    
      	
              SECTION
      5.7.  

            	
              Notice
      of Adjustments and Certain Other
Events

            


    

    .

    (a) Whenever
the Fixed Settlement Rates are adjusted as herein provided, the Company
shall:


    
      
         


      

      
        55

        
          

        

      

      
         


      

    


    


     

    (i)           forthwith
compute the Settlement Rate in accordance with Section 5.6
and prepare and transmit to the Purchase Contract Agent a Company Certificate
setting forth the adjusted Settlement Rate, the method of calculation thereof in
reasonable detail, and the facts requiring such adjustment and upon which such
adjustment is based; and

     

    (ii)           within
10 Business Days following the occurrence of an event that requires an
adjustment to the Settlement Rate pursuant to Section 5.6
(or if the Company is not aware of such occurrence, as soon as practicable after
becoming so aware), provide a written notice to the Holders of the Units of the
occurrence of such event and a statement in reasonable detail setting forth the
method by which the adjustment to the Settlement Rate was determined and setting
forth the adjusted Settlement Rate.

     

    (b) The
Purchase Contract Agent shall not at any time be under any duty or
responsibility to any Holder of Units to determine whether any facts exist which
may require any adjustment of the Settlement Rate, or with respect to the nature
or extent or calculation of any such adjustment when made, or with respect to
the method employed in making the same.  The Purchase Contract Agent
shall not be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock, or of any securities or property, which
may at the time be issued or delivered with respect to any Purchase Contract,
and the Purchase Contract Agent makes no representation with respect
thereto.  The Purchase Contract Agent shall not be responsible for any
failure of the Company to issue, transfer or deliver any shares of Common Stock
or other securities or property pursuant to a Purchase Contract or to comply
with any of the duties, responsibilities or covenants of the Company contained
in this Article.

     

    
      	
              SECTION
      5.8.  

            	
              Termination
      Event; Notice

            


    

    .

    The
Purchase Contracts and all obligations and rights of the Company and the Holders
thereunder, including, without limitation, the rights of the Holders to receive
and the obligation of the Company to pay any Contract Adjustment Payments or any
Deferred Contract Adjustment Payments, and the rights and obligations of the
Holders to purchase shares of Common Stock, will immediately and automatically
terminate, without the necessity of any notice or action by any Holder, the
Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract
Settlement Date, a Termination Event shall have occurred.  Upon the
occurrence of a Termination Event, the Company shall promptly but in no event
later than two Business Days thereafter give written notice thereof to the
Purchase Contract Agent, the Collateral Agent, and to the Holders at their
addresses as they appear in the Security Register.  Upon and after the
occurrence of a Termination Event, the Units shall thereafter represent the
right to receive the Debentures underlying the Applicable Ownership Interest in
Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as
the case may be, forming a part of such Units in the case of Corporate Units, or
Treasury Securities in the case of Treasury Units, in accordance with the
provisions of Section 4.3
of the Pledge Agreement.

    


    
      	
              SECTION
      5.9.  

            	
              Early
      Settlement

            


    

    .

    (a) A
holder of Corporate Units may settle the related Purchase Contracts in their
entirety at any time on or prior to the seventh Business Day immediately
preceding the Purchase


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    Contract
Settlement Date in the manner described herein, but only in integral multiples
of 20 Corporate Units; provided, however, if the Treasury Portfolio has become a
component of the Corporate Units, Holders of Corporate Units may settle early
only in integral multiples of 20,000 Corporate Units at any time on or prior to
the second Business Day immediately preceding the Purchase Contract Settlement
Date (or such other number of Corporate Units as may be determined by the
Remarketing Agent upon a Successful Remarketing of the Debentures if the Reset
Effective Date is not a regular quarterly interest payment date).  A
holder of Treasury Units may settle the related Purchase Contracts in their
entirety at any time on or prior to the second Business Day immediately
preceding the Purchase Contract Settlement Date in the manner described herein
(an “Early Settlement”)
but only in integral multiples of 20 Treasury Units.  The right
to Early Settlement is subject to there being in effect a Registration Statement
covering the shares of Common Stock to be issued and delivered in respect of the
Purchase Contracts being settled, if such a Registration Statement is required
(in the view of counsel for the Company, which need not be in the form of a
written opinion) under the Securities Act.  If such a Registration
Statement is so required, the Company covenants and agrees to use its
commercially reasonable efforts to (x) have in effect a Registration Statement
covering any securities to be delivered in respect of the Purchase Contracts
being settled and (y) provide a Prospectus in connection therewith, in each case
in a form that may be used in connection with such Early
Settlement.  In the event that a Holder seeks to exercise its Early
Settlement right and a Registration Statement is required to be effective in
connection with the exercise of such right but no such Registration Statement is
then effective, the Holder’s exercise of such right shall be void unless and
until such a Registration Statement shall be effective and the Company shall
have no further obligation with respect to any such Registration Statement if,
notwithstanding using its commercially reasonable efforts, no Registration
Statement is then effective.  Upon Early Settlement, (i) the
Holder’s right to receive additional Contract Adjustment Payments in respect of
such Purchase Contracts will terminate and (ii) no adjustment will be made
to or for the Holder on account of Deferred Contract Adjustment Payments, or any
amount accrued in respect of Contract Adjustment Payments.  In order
to exercise the right to effect any Early Settlement with respect to any
Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver
such Certificate to the Purchase Contract Agent at the Corporate Trust Office
duly endorsed for transfer to the Company or in blank with the form of Election
to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly
completed and executed and accompanied by payment (payable to the Company in
immediately available funds in an amount (the “Early Settlement Amount”)
equal to the sum of

    


    (i) the
product of (A) the Stated Amount times (B) the number of Purchase Contracts with
respect to which the Holder has elected to effect Early Settlement,
plus

     

    (ii) if
such delivery is made with respect to any Purchase Contracts during the period
from the close of business on any Record Date relating to any Payment Date to
the opening of business on such Payment Date, an amount equal to the Contract
Adjustment Payments payable, if any, on such Payment Date with respect to such
Purchase Contracts; provided that no payment is required if the Company has
elected to defer the Contract Adjustment Payments which would otherwise be
payable on the Payment Date.

     

    Except
as provided in the immediately preceding sentence and subject to Section 5.2(d),
no payment or adjustment shall be made upon Early Settlement of any Purchase
Contract on

     


    
      
         


      

      
        57

        
          

        

      

      
         


      

    


    account
of any Contract Adjustment Payments accrued on such Purchase Contract or on
account of any dividends on the Common Stock.  In order for any of the
foregoing requirements to be considered satisfied or effective with respect to a
Purchase Contract underlying any Unit on or by a particular Business Day, such
requirement must be met at or prior to 5:00 p.m., New York City time, on such
Business Day; the first Business Day on which all of the foregoing requirements
have been satisfied by 5:00 p.m., New York City time shall be the “Early Settlement Date” with
respect to such Unit.  Upon Early Settlement of the Purchase
Contracts, the rights of the Holders to receive and the obligation of the
Company to pay any Contract Adjustment Payments (including any accrued and
unpaid Contract Adjustment Payments) with respect to such Purchase Contracts
shall immediately and automatically terminate, except that the Holders will
receive any accrued and unpaid Contract Adjustment Payments if the Early
Settlement Date falls after a Record Date relating to any Payment Date and prior
to the opening of business on such Payment Date.

     

    (b) Upon
Early Settlement of Purchase Contracts by a Holder of the related Units, the
Company shall issue, and the Holder shall be entitled to receive, a number of
shares of Common Stock (or in the case of an Early Settlement following a
Reorganization Event, a number of Exchange Property Units) equal to the Minimum
Settlement Rate for each Purchase Contract as to which Early Settlement is
effected.

     

    (c) No
later than the third Business Day after the applicable Early Settlement Date the
Company shall cause (i) the shares of Common Stock issuable upon Early
Settlement of Purchase Contracts to be issued and a certificate or certificates
for the full number of such shares of Common Stock together with payment in lieu
of any fraction of a share, as provided in Section 5.10
to be delivered to the Purchase Contract Agent at the Corporate Trust Office,
and (ii) the related Applicable Ownership Interest in Debentures or the
Applicable Ownership Interest in the Treasury Portfolio, in the case of
Corporate Units, or the related Treasury Securities, in the case of Treasury
Units, to be released from the Pledge by the Collateral Agent and transferred,
in each case, to the Purchase Contract Agent for delivery to the Holder thereof
or its designee.

     

    (d) Upon
Early Settlement of any Purchase Contracts, and subject to receipt of shares of
Common Stock from the Company and the Applicable Ownership Interest in
Debentures, the Applicable Ownership Interest in the Treasury Portfolio or
Treasury Securities, as the case may be, from the Collateral Agent, as
applicable, the Purchase Contract Agent shall, in accordance with the
instructions provided by the Holder of such Purchase Contracts on the applicable
form of Election to Settle Early/Fundamental Change Early Settlement on the
reverse of the Certificate evidencing the related Units, (i) transfer to
the Holder the Applicable Ownership Interest in Debentures, the Applicable
Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the
case may be, forming a part of the related Units, and (ii) deliver to the
Holder a certificate or certificates for the full number of shares of Common
Stock issuable upon such Early Settlement together with payment in lieu of any
fraction of a share, as provided in Section 5.10.

     

    (e) In
the event that Early Settlement is effected with respect to Purchase Contracts
underlying less than all the Units evidenced by a Certificate, upon such Early
Settlement the Company shall execute and the Purchase Contract Agent shall
authenticate, countersign and

     


    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    deliver
to the Holder thereof, at the expense of the Company, a Certificate evidencing
the Units as to which Early Settlement was not effected.

     

    
      	
              SECTION
      5.10.  

            	
              No
      Fractional Shares

            


    

    .

    No
fractional shares or scrip representing fractional shares of Common Stock shall
be issued or delivered upon settlement on the Purchase Contract Settlement Date
or upon Early Settlement or Fundamental Change Early Settlement of any Purchase
Contracts.  If Certificates evidencing more than one Purchase Contract
shall be surrendered for settlement at one time by the same Holder, the number
of full shares of Common Stock which shall be delivered upon settlement shall be
computed on the basis of the aggregate number of Purchase Contracts evidenced by
the Certificates so surrendered.  Instead of any fractional share of
Common Stock which would otherwise be deliverable upon settlement of any
Purchase Contracts on the Purchase Contract Settlement Date or upon Early
Settlement or Fundamental Change Early Settlement, the Company, through the
Purchase Contract Agent, shall make a cash payment in respect of such fractional
interest in an amount equal to such fractional share times the (i) the
Threshold Appreciation Price, in the case of an Early Settlement or
(ii) the Applicable Market Value calculated as if the date of such
settlement were the Purchase Contract Settlement Date, in all other
circumstances.  The Company shall provide the Purchase Contract Agent
from time to time with sufficient funds to permit the Purchase Contract Agent to
make all cash payments required by this Section 5.10 in a timely
manner.

    


    
      	
              SECTION
      5.11.  

            	
              Charges
      and Taxes

            


    

    .

    The
Company will pay all stock transfer and similar taxes attributable to the
initial issuance and delivery of the shares of Common Stock pursuant to the
Purchase Contracts; provided, however, that the Company shall not be required to
pay any such tax or taxes which may be payable in respect of any exchange of or
substitution for a Certificate evidencing a Unit or any issuance of a share of
Common Stock in a name other than that of the registered Holder of a Certificate
surrendered in respect of the Units evidenced thereby, other than in the name of
the Purchase Contract Agent, as custodian for such Holder, and the Company shall
not be required to issue or deliver such Common Stock share certificates or
Certificates unless or until the Person or Persons requesting the transfer or
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid
or that no such tax is due.

    ARTICLE
VI                                

     

    


     

    Remedies

     

    
      	
              SECTION
      6.1.  

            	
              Unconditional
      Right of Holders to Receive Contract Adjustment Payments and to Purchase
      Shares of Common Stock

            


    

    .

    The
Holder of any Corporate Unit or Treasury Unit shall have the right, which is
absolute and unconditional (subject to the right of the Company to defer payment
thereof pursuant to Section 5.3,
the prepayment of Contract Adjustment Payments pursuant to Section 5.9(a),
the forfeiture of any Contract Adjustment Payments upon Early Settlement
pursuant to Section 5.9(b),
and the forfeiture of any Contract Adjustment Payments or Deferred Contract
Adjustment Payments upon the occurrence of a Termination Event), to receive
payment of each


    
      
         


      

      
        59

        
          

        

      

      
         


      

    


    installment
of the Contract Adjustment Payments with respect to the Purchase Contract
constituting a part of such Unit on the respective Payment Date for such Unit
and to purchase Common Stock pursuant to such Purchase Contract and, in each
such case, to institute suit for the enforcement of any such payment and right
to purchase Common Stock, and such rights shall not be impaired without the
consent of such Holder.

    


    
      	
              SECTION
      6.2.  

            	
              Restoration
      of Rights and Remedies

            


    

    .

    If
any Holder has instituted any proceeding to enforce any right or remedy under
this Agreement and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company and such
Holder shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of such Holder shall continue
as though no such proceeding had been instituted.

    


    
      	
              SECTION
      6.3.  

            	
              Rights
      and Remedies Cumulative

            


    

    .

    Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Certificates in the last
paragraph of Section 3.10, no right or remedy herein conferred upon
or reserved to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

    


    
      	
              SECTION
      6.4.  

            	
              Delay
      or Omission Not Waiver

            


    

    .

    No
delay or omission of any Holder to exercise any right or remedy upon a Default
shall impair any such right or remedy or constitute a waiver of any such
right.  Every right and remedy given by this Article VI or by law
to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Holders.

    


    
      	
              SECTION
      6.5.  

            	
              Undertaking
      for Costs

            


    

    .

    All
parties to this Agreement agree, and each Holder of a Unit, by its acceptance of
such Unit shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Agreement, or in any suit against the Purchase Contract Agent for any action
taken, suffered or omitted by it as Purchase Contract Agent, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; provided that the provisions of this Section shall not apply to
any suit instituted by the Company, to any suit instituted by the Purchase
Contract Agent, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% of the Outstanding Units, or to any suit
instituted by any Holder for the enforcement of any Contract Adjustment Payments
or interest on any Debentures owed pursuant to such Holder’s Applicable
Ownership Interests in Debentures on or after the respective Payment Date
therefor (subject to Section 5.3)
in respect of any Unit held by such Holder, or for enforcement of

     


    
      
         


      

      
        60

        
          

        

      

      
         


      

    


    the
right to purchase shares of Common Stock under the Purchase Contracts comprising
part of any Unit held by such Holder.

     

    
      	
              SECTION
      6.6.  

            	
              Waiver
      of Stay or Extension Laws

            


    

    .

    The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Agreement; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Purchase Contract Agent or the Holders, but will suffer and
permit the execution of every such power as though no such law had been
enacted.

    


    ARTICLE
VII                                           

     

    


     

    The
Purchase Contract Agent

     

    
      	
              SECTION
      7.1.  

            	
              Certain
      Duties and Responsibilities

            


    

    .

    (a) Prior
to a Default and after the curing or waiving of all such Defaults that may have
occurred, the Purchase Contract Agent:

    


    (1)           undertakes
to perform, with respect to the Units, such duties and only such duties as are
specifically set forth in this Agreement and no implied covenants or obligations
shall be read into this Agreement against the Purchase Contract Agent;
and

     

    (2)           may,
with respect to the Units, conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, in the absence of bad
faith on the part of the Purchase Contract Agent, upon certificates or opinions
furnished to the Purchase Contract Agent and conforming to the requirements of
this Agreement, but in the case of any certificates or opinions which by any
provision hereof are specifically required to be furnished to the Purchase
Contract Agent, the Purchase Contract Agent shall be under a duty to examine the
same to determine whether or not they conform to the requirements of this
Agreement.

     

    (b) No
provision of this Agreement shall be construed to relieve the Purchase Contract
Agent from liability for its own negligent action, its own negligent failure to
act, or its own willful misconduct, except that:

     

    (1)           this
Section 7.1(b) shall not be construed to limit the effect of
Section 7.1(a);

     

    (2)           the
Purchase Contract Agent shall not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it shall be proved that the Purchase
Contract Agent was negligent in ascertaining the pertinent facts;
and

     

    (3)           no
provision of this Agreement shall require the Purchase Contract Agent to expend
or risk its own funds or otherwise incur any financial liability in
the

     


    
      
         


      

      
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    performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers.

     

    (c) Whether
or not therein expressly so provided, every provision of this Agreement relating
to the conduct or affecting the liability of or affording protection to the
Purchase Contract Agent shall be subject to the provisions of this
Section.

     

    (d) The
Purchase Contract Agent is authorized to execute, deliver and perform the Pledge
Agreement in its capacity as Purchase Contract Agent and to grant the
Pledge.  The Purchase Contract Agent shall be entitled to all of the
rights, privileges, immunities and indemnities contained in this Agreement with
respect to any duties of the Purchase Contract Agent under, or actions taken by
the Purchase Contract Agent pursuant to, such Pledge Agreement and any
Remarketing Agreement entered into by the Purchase Contract Agent to effectuate
Section 5.4
hereof or Section 6.3
of the Pledge Agreement.

     

    (e) In
case a Default has occurred (that has not been cured or waived), and is actually
known by a Responsible Officer of the Purchase Contract Agent, the Purchase
Contract Agent shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in its exercise thereof, as
a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

     

    (f) At
the request of the Company, the Purchase Contract Agent is authorized to
execute, deliver and perform one or more Remarketing Agreements to, among other
things, effectuate Section 5.4.

     

    
      	
              SECTION
      7.2.  

            	
              Notice
      of Default

            


    

    .

    Within
90 days after the occurrence of any Default hereunder of which a Responsible
Officer of the Purchase Contract Agent has actual knowledge, the Purchase
Contract Agent shall transmit by mail to the Company, and to the Holders of
Units as their names and addresses appear in the Security Register, notice of
such Default hereunder, unless such Default shall have been cured or waived;
provided that, except for a Default in any payment obligation hereunder, the
Purchase Contract Agent shall be protected in withholding such notice if and so
long as a Responsible Officer of the Purchase Contract Agent in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Units.

    


    
      	
              SECTION
      7.3.  

            	
              Certain
      Rights of Purchase Contract Agent

            


    

    .

    Subject
to the provisions of Section 7.1:

    


    (a) the
Purchase Contract Agent may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

    


    (b) any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Certificate, Issuer Order or Issuer Request, and any
resolution of the Board of Directors of the Company may be sufficiently
evidenced by a Board Resolution;

     


    
      
         


      

      
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    (c) whenever
in the administration of this Agreement the Purchase Contract Agent shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting to take any action hereunder, the Purchase Contract Agent (unless
other evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, rely upon a Company Certificate;

     

    (d) the
Purchase Contract Agent may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

     

    (e) the
Purchase Contract Agent shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Purchase Contract Agent, in its discretion, may make reasonable further inquiry
or investigation into such facts or matters related to the execution, delivery
and performance of the Purchase Contracts as it may see fit, and, if the
Purchase Contract Agent shall determine to make such further inquiry or
investigation, it shall be given a reasonable opportunity to examine the books,
records and premises of the Company personally or by an agent or
attorney;

     

    (f) the
Purchase Contract Agent may execute any of the powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or an
Affiliate and the Purchase Contract Agent shall not be responsible for any
misconduct or negligence on the part of any agent or attorney or an Affiliate
appointed with due care by it hereunder;

     

    (g) the
rights, privileges, protections, immunities and benefits given to the Purchase
Contract Agent, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Purchase Contract Agent in each of
its capacities hereunder;

     

    (h) the
Purchase Contract Agent shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement at the request or direction of
any of the Holders pursuant to this Agreement, unless such Holders shall have
offered to the Purchase Contract Agent security or indemnity satisfactory to the
Purchase Contract Agent against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction;

     

    (i) the
Purchase Contract Agent shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

     

    (j) the
Purchase Contract Agent shall not be deemed to have notice of any adjustment to
the Fixed Settlement Rate, the occurrence of a Termination Event or any Default
hereunder unless written notice of any such adjustment, occurrence or event
which is in fact such a Default is received by the Purchase Contract Agent at
the Corporate Trust Office of the Purchase Contract Agent;

     


    
      
         


      

      
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    (k) the
Purchase Contract Agent may request that the Company deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Agreement; and

     

    (l) in
no event shall the Purchase Contract Agent be responsible or liable for special
or consequential loss or damage of any kind whatsoever (including, but not
limited to, loss of profit) irrespective of whether the Purchase Contract Agent
has been advised of the likelihood of such loss or damage and regardless of the
form of action.

     

    
      	
              SECTION
      7.4.  

            	
              Not
      Responsible for Recitals or Issuance of
Units

            


    

    .

    The
recitals contained herein and in the Certificates shall be taken as the
statements of the Company and the Purchase Contract Agent assumes no
responsibility for their accuracy.  The Purchase Contract Agent makes
no representations as to the validity or sufficiency of either this Agreement or
of the Units, or of the Pledge Agreement or the Pledge.  The Purchase
Contract Agent shall not be accountable for the use or application by the
Company of the proceeds in respect of the Purchase Contracts.

    


    
      	
              SECTION
      7.5.  

            	
              May Hold
      Units

            


    

    .

    Any
Security Registrar or any other agent of the Company, or the Purchase Contract
Agent and its Affiliates, in their individual or any other capacity, may become
the owner or pledgee of Units and may otherwise deal with the Company, the
Collateral Agent or any other Person with the same rights it would have if it
were not Security Registrar or such other agent, or the Purchase Contract
Agent.  The Company or FPL Group Capital may become the owner or
pledgee of Units.

    


    
      	
              SECTION
      7.6.  

            	
              Money
      Held in Custody

            


    

    .

    Money
held by the Purchase Contract Agent in custody hereunder need not be segregated
from the Purchase Contract Agent’s other funds except to the extent required by
law or provided herein.  The Purchase Contract Agent shall be under no
obligation to invest or pay interest on any money received by it hereunder
except as otherwise provided herein or agreed in writing with the
Company.

    


    
      	
              SECTION
      7.7.  

            	
              Compensation
      and Reimbursement

            


    

    .

    The
Company agrees:

    


    (a)           to
pay to the Purchase Contract Agent from time to time such compensation for all
services rendered by it hereunder as the parties shall agree from time to time
in writing (which compensation shall not be limited by any provisions of law in
regards to the compensation of a trustee of an express trust);

     

    (b)           except
as otherwise expressly provided herein, to reimburse the Purchase Contract Agent
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Purchase Contract Agent in accordance with any provision
of this Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith;
and

     


    
      
         


      

      
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    (c)           to
indemnify the Purchase Contract Agent and any predecessor Purchase Contract
Agent and each of its directors, officers, agents and employees (collectively,
with the Purchase Contract Agent, the “Indemnitees”) for, and to hold
each Indemnitee harmless against, any loss, liability or expense incurred
without negligence, willful misconduct or bad faith on its part, arising out of
or in connection with the acceptance or administration or the performance of its
duties hereunder, including the costs and expenses of defending itself against
any claim (whether asserted by the Company, or any Holder or any other Person)
or liability in connection with the exercise or performance of any of its powers
or duties hereunder.

     

    “Purchase Contract Agent” for
purposes of this Section 7.7 shall include any predecessor Purchase
Contract Agent; provided, however, that the negligence or bad faith of any
Purchase Contract Agent hereunder shall not affect the rights of any other
Purchase Contract Agent hereunder.

     

    When
the Purchase Contract Agent incurs expenses or renders services in an action or
proceeding commenced pursuant to Section 4.3
of the Pledge Agreement upon the occurrence of a Termination Event, the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

     

    The
provisions of this Section 7.7 shall survive the resignation and removal of
the Purchase Contract Agent, the satisfaction or discharge of the Units and the
Purchase Contracts and the termination of this Agreement and the Pledge
Agreement.

     

    
      	
              SECTION
      7.8.  

            	
              Corporate
      Purchase Contract Agent Required;
Eligibility

            


    

     

    .

     

    There
shall at all times be a Purchase Contract Agent hereunder which shall be
(i) not an Affiliate of the Company and (ii) a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having (or being a member of a bank holding company
having) a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal or State authority.  If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  If at any time the Purchase
Contract Agent shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

     

    
      	
              SECTION
      7.9.  

            	
              Resignation
      and Removal; Appointment of
Successor

            


    

    .

    (a) No
resignation or removal of the Purchase Contract Agent and no appointment of a
successor Purchase Contract Agent pursuant to this Article shall become
effective until the acceptance of appointment by the successor Purchase Contract
Agent in accordance with the applicable requirements of Section 7.10.


    
      
         


      

      
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    (b) The
Purchase Contract Agent may resign at any time by giving written notice thereof
to the Company 60 days prior to the effective date of such
resignation.  If the instrument of acceptance by a successor Purchase
Contract Agent required by Section 7.10
shall not have been delivered to the Purchase Contract Agent within 30 days
after the giving of such notice of resignation, the resigning Purchase Contract
Agent may petition any court of competent jurisdiction for the appointment of a
successor Purchase Contract Agent.

     

    (c) The
Purchase Contract Agent may be removed at any time by Act of the Holders of a
majority in number of the Outstanding Units delivered to the Purchase Contract
Agent and the Company.

     

    (d) If
at any time

     

    (1)           the
Purchase Contract Agent fails to comply with Section 310(b) of the TIA,
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Unit for at least six months,

     

    (2)           the
Purchase Contract Agent shall cease to be eligible under Section 7.8
and shall fail to resign after written request therefor by the Company or by any
such Holder, or

     

    (3)           the
Purchase Contract Agent shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Purchase Contract Agent or of its
property shall be appointed or any public officer shall take charge or control
of the Purchase Contract Agent or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

     

    then,
in any such case, (i) the Company by a Board Resolution may remove the
Purchase Contract Agent, or (ii) any Holder who has been a bona fide Holder
of a Unit for at least six months may, on behalf of itself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Purchase Contract Agent and the appointment of a successor Purchase
Contract Agent.

     

    (e) If
the Purchase Contract Agent shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the Corporate Trust Office of the
Purchase Contract Agent for any cause, the Company, by a Board Resolution, shall
promptly appoint a successor Purchase Contract Agent and shall comply with the
applicable requirements of Section 7.10.  If
no successor Purchase Contract Agent shall have been so appointed by the Company
and accepted appointment in the manner required by Section 7.10,
the Purchase Contract Agent or any Holder who has been a bona fide Holder of a
Unit for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Purchase Contract Agent.

     

    (f) The
Company shall give, or shall cause such successor Purchase Contract Agent to
give, notice of each resignation and each removal of the Purchase Contract Agent
and each appointment of a successor Purchase Contract Agent by mailing written
notice of such event by first-class mail, postage prepaid, to all Holders as
their names and addresses appear in the Security Register.  Each
notice shall include the name of the successor Purchase Contract Agent and the
address of its Corporate Trust Office.

     


    
      
         


      

      
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    (g) If
the Purchase Contract Agent has or shall acquire any “conflicting interest”
within the meaning of Section 310(b) of the TIA, the Purchase Contract
Agent and the Company shall in all respects comply with the provisions of
Section 310(b) of the TIA.

     

    
      	
              SECTION
      7.10.  

            	
              Acceptance
      of Appointment by Successor

            


    

    .

    (a) In
case of the appointment hereunder of a successor Purchase Contract Agent, every
such successor Purchase Contract Agent so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Purchase Contract Agent an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Purchase Contract Agent shall become effective and such
successor Purchase Contract Agent, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Purchase Contract Agent; but, on the request of the Company or the
successor Purchase Contract Agent, such retiring Purchase Contract Agent shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Purchase Contract Agent all the rights, powers and trusts of the
retiring Purchase Contract Agent and shall duly assign, transfer and deliver to
such successor Purchase Contract Agent all property and money held by such
retiring Purchase Contract Agent hereunder.

    


    (b) Upon
request of any such successor Purchase Contract Agent, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Purchase Contract Agent all such rights, powers and trusts
referred to in paragraph
(a) of this Section.

     

    (c) No
successor Purchase Contract Agent shall accept its appointment unless at the
time of such acceptance such successor Purchase Contract Agent shall be
qualified and eligible under this Article.

     

    
      	
              SECTION
      7.11.  

            	
              Merger,
      Conversion, Consolidation or Succession to
  Business

            


    

    .

    Any
Person into which the Purchase Contract Agent may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Purchase Contract Agent shall be a
party, or any Person succeeding to all or substantially all the corporate trust
business of the Purchase Contract Agent, shall be the successor of the Purchase
Contract Agent hereunder, provided such Person shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.  In case any
Certificates shall have been authenticated and executed on behalf of the
Holders, but not delivered, by the Purchase Contract Agent then in office, any
successor by merger, conversion or consolidation to such Purchase Contract Agent
may adopt such authentication and execution and deliver the Certificates so
authenticated and executed with the same effect as if such successor Purchase
Contract Agent had itself authenticated and executed such Securities. The
Purchase Contract Agent will give prompt written notice to the Company of such
merger, conversion or consolidation.

    


    
      	
              SECTION
      7.12.  

            	
              Preservation
      of Information; Communications to
Holders

            


    

    .

    (a) The
Purchase Contract Agent shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders received by the Purchase
Contract Agent in its capacity as Security Registrar.


    
      
         


      

      
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    (b) If
three or more Holders (herein referred to as “Applicants”) apply in writing
to the Purchase Contract Agent, and furnish to the Purchase Contract Agent
reasonable proof that each such Applicant has owned a Unit for a period of at
least six months preceding the date of such application, and such application
states that the Applicants desire to communicate with other Holders with respect
to their rights under this Agreement or under the Units and is accompanied by a
copy of the form of proxy or other communication which such Applicants propose
to transmit, then the Purchase Contract Agent shall mail to all the Holders
copies of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Purchase Contract
Agent of the materials to be mailed and of payment, or provision for the
payment, of the reasonable expenses of such mailing.

     

    
      	
              SECTION
      7.13.  

            	
              No
      Obligations of Purchase Contract
Agent

            


    

     

    .

     

    Except
to the extent otherwise provided in this Agreement or the Pledge Agreement, the
Purchase Contract Agent assumes no obligations and shall not be subject to any
liability under this Agreement, the Pledge Agreement or any Purchase Contract in
respect of the obligations of the Holder of any Unit thereunder.  The
Company agrees, and each Holder of a Certificate, by its acceptance thereof,
shall be deemed to have agreed, that the Purchase Contract Agent’s execution of
the Certificates on behalf of the Holders shall be solely as agent and
attorney-in-fact for the Holders, and that the Purchase Contract Agent shall
have no obligation to perform such Purchase Contracts on behalf of the Holders,
except to the extent expressly provided in Article V hereof.

     

    
      	
              SECTION
      7.14.  

            	
              Tax
      Compliance

            


    

     

    .

     

    (a) The
Purchase Contract Agent, on its own behalf and on behalf of the Company, will
comply with all applicable certification, information reporting and withholding
(including “backup” withholding) requirements imposed by applicable tax laws,
regulations or administrative practice with respect to (i) any payments
made with respect to the Units or (ii) the issuance, delivery, holding,
transfer, redemption or exercise of rights under the Units.  Such
compliance shall include, without limitation, the preparation and timely filing
of required returns and the timely payment of all amounts required to be
withheld to the appropriate taxing authority or its designated
agent.

     

    (b) The
Purchase Contract Agent shall comply with any written direction received from
the Company with respect to the execution or certification of any required
documentation and the application of such requirements to particular payments or
Holders or in other particular circumstances, and may for purposes of this
Agreement conclusively rely on any such direction in accordance with the
provisions of Section 7.1(a)(2)
hereof.

     

    (c) The
Purchase Contract Agent shall maintain all appropriate records documenting
compliance with such requirements, and shall make such records available, on
written request, to the Company or its authorized representative within a
reasonable period of time after receipt of such request.

     


    
      
         


      

      
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    ARTICLE
VIII                                           

     

    


     

    Supplemental
Agreements

     

    
      	
              SECTION
      8.1.  

            	
              Supplemental
      Agreements Without Consent of
Holders

            


    

    .

    Without
the consent of any Holders, the Company and the Purchase Contract Agent, at any
time and from time to time, may enter into one or more agreements supplemental
hereto, in form satisfactory to the Company and the Purchase Contract Agent, for
any of the following purposes:

    


    (i) to
evidence the succession of another Person to the Company, and the assumption by
any such successor of the covenants of the Company herein and in the
Certificates;

     

    (ii) to
add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power herein conferred upon the Company;

     

    (iii) to
evidence and provide for the acceptance of appointment hereunder by a successor
Purchase Contract Agent;

     

    (iv) to
make provision with respect to the rights of Holders pursuant to the
requirements of Section 5.6(b);
or

     

    (v) to
cure any ambiguity, to correct or supplement any provisions herein which may be
inconsistent with any other provisions herein, or to make any other provisions
with respect to such matters or questions arising under this Agreement, provided
such action shall not adversely affect the interests of the Holders in any
material respect, provided further that any amendment made solely to conform the
provisions of this Agreement to the description of the Units, the Purchase
Contracts and the other components of the Units contained in the prospectus
supplement, dated May 20, 2009, relating to the Units will not be deemed to
adversely affect the interests of the Holders.

     

    
      	
              SECTION
      8.2.  

            	
              Supplemental
      Agreements with Consent of Holders

            


    

    .

    With
the consent of the Holders of not less than a majority of the outstanding
Purchase Contracts voting together as one class, by Act of said Holders
delivered to the Company and the Purchase Contract Agent, the Company, when
authorized by a Board Resolution, and the Purchase Contract Agent may enter into
an agreement or agreements supplemental hereto for the purpose of modifying in
any manner the terms of the Purchase Contracts, or the provisions of this
Agreement or the rights of the Holders in respect of the Units; provided,
however, that, except as contemplated herein, no such supplemental agreement
shall, without the consent of the Holder of each Outstanding Unit affected
thereby,

    


    (a) change
any Payment Date;

     

    (b) change
the amount or the type of Collateral required to be Pledged to secure a Holder’s
obligations under a Purchase Contract;

     


    
      
         


      

      
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    (c) impair
the right of the Holder of any Equity Unit to receive distributions on the
related Collateral (except for the rights of Holders of Corporate Units to
substitute the Treasury Securities for the Pledged Applicable Ownership
Interests in Debentures or the Pledged Applicable Ownership Interests in the
Treasury Portfolio or the rights of holders of Treasury Units to substitute
Applicable Ownership Interest in Debentures or the Applicable Ownership Interest
in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise
adversely affect the Holder’s rights in or to such Collateral;

     

    (d) reduce
any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or
change any place where, or the coin or currency in which, any Contract
Adjustment Payment is payable;

     

    (e) impair
the right to institute suit for the enforcement of any Purchase Contract,
including any Contract Adjustment Payments or Deferred Contract Adjustment
Payments;

     

    (f) except
as required pursuant to Section 5.6,
reduce the number of shares of Common Stock to be purchased pursuant to any
Purchase Contract or the amount of any other security or other property to be
purchased under a Purchase Contract, increase the price to purchase shares of
Common Stock or any other security or other property upon settlement of any
Purchase Contract, change the Purchase Contract Settlement Date or the right to
Early Settlement or Fundamental Change Early Settlement or otherwise adversely
affect the Holder’s rights under any Purchase Contract in any material respect;
or

     

    (g) reduce
the percentage of the outstanding Purchase Contracts the consent of whose
Holders is required for any modification or amendment to the provisions of this
Agreement or the Purchase Contracts;

     

    provided,
that if any amendment or proposal referred to above would adversely affect only
the Corporate Units or the Treasury Units, then only Holders of the affected
class of Units as of the record date for the Holders entitled to vote thereon
will be entitled to vote on or consent to such amendment or proposal, and such
amendment or proposal shall not be effective except with the consent of Holders
of not less than a majority of such class; provided further, however, that no
such agreement, whether with or without the consent of Holders, shall affect
Section 3.16
hereof.

     

    It
shall not be necessary for any Act of the Holders under this Section to
approve the particular form of any proposed supplemental agreement, but it shall
be sufficient if such Act shall approve the substance thereof.

     

    


    
      	
              SECTION
      8.3.  

            	
              Execution
      of Supplemental Agreements

            


    

    .

    In
executing, or accepting the additional agencies created by, any supplemental
agreement permitted by this Article or the modifications thereby of the
agencies created by this Agreement, the Purchase Contract Agent shall be
entitled to receive and (subject to Section 7.1)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental agreement is authorized or permitted by this
Agreement.  The Purchase Contract Agent may, but shall not be
obligated to, enter into any such supplemental agreement which affects the
Purchase Contract Agent’s own rights, duties or immunities under this Agreement
or


    
      
         


      

      
        70

        
          

        

      

      
         


      

    


    otherwise.  The
Collateral Agent shall receive copies of any supplemental agreements entered
into pursuant to this Article.

    


    
      	
              SECTION
      8.4.  

            	
              Effect
      of Supplemental Agreements

            


    

    .

    Upon
the execution of any supplemental agreement under this Article, this Agreement
shall be modified in accordance therewith, and such supplemental agreement shall
form a part of this Agreement for all purposes; and every Holder of Certificates
theretofore or thereafter authenticated, executed on behalf of the Holders and
delivered hereunder shall be bound thereby.

    


    
      	
              SECTION
      8.5.  

            	
              Reference
      to Supplemental Agreements

            


    

    .

    Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any supplemental agreement pursuant to this Article may, and
shall if required by the Purchase Contract Agent, bear a notation in form
approved by the Purchase Contract Agent as to any matter provided for in such
supplemental agreement.  If the Company shall so determine, new
Certificates so modified as to conform, in the opinion of the Purchase Contract
Agent and the Company, to any such supplemental agreement may be prepared and
executed by the Company and authenticated, executed on behalf of the Holders and
delivered by the Purchase Contract Agent in exchange for Outstanding
Certificates.

    


    ARTICLE
IX                                

     

    


     

    Consolidation,
Merger, Sale, Conveyance, Transfer or Lease

     

    
      	
              SECTION
      9.1.  

            	
              Covenant
      Not to Consolidate, Merge, Sell, Convey, Transfer or Lease Property Except
      Under Certain Conditions

            


    

    .

    The
Company covenants that it will not merge or consolidate with or into any other
Person or sell, assign, transfer, lease or convey all or substantially all of
its properties and assets to any Person or group of affiliated Persons in one
transaction or a series of related transactions, unless

     

    (i) either
the Company shall be the continuing entity or the successor (if other than the
Company) shall be a Person, other than an individual, organized and existing
under the laws of the United States of America or a State thereof or the
District of Columbia and such entity shall expressly assume all the obligations
of the Company under the Purchase Contracts, this Agreement and the Pledge
Agreement by one or more supplemental agreements in form reasonably satisfactory
to the Purchase Contract Agent and the Collateral Agent, executed and delivered
to the Purchase Contract Agent and the Collateral Agent by such Person,
and

     

    (ii) the
Company or such successor entity, as the case may be, shall not, immediately
after such merger or consolidation, or such sale, assignment, transfer, lease or
conveyance, be in default in its payment obligations or in any material default
in the performance of any of its other obligations hereunder, or under any of
the Units.

     

    
      	
              SECTION
      9.2.  

            	
              Rights
      and Duties of Successor Entity

            


    

    .

    In
case of any such consolidation, merger, sale, assignment, transfer, lease or
conveyance and upon any such assumption by a successor entity in accordance with
Section 9.1,
such

     


    
      
         


      

      
        71

        
          

        

      

      
         


      

    


    successor
entity shall succeed to and be substituted for the Company with the same effect
as if it had been named herein as the Company.  Such successor entity
thereupon may cause to be signed, and may issue either in its own name or in the
name of FPL Group, Inc. any or all of the Certificates evidencing Units issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Purchase Contract Agent; and, upon the order of such successor
entity, instead of the Company, and subject to all the terms, conditions and
limitations in this Agreement prescribed, the Purchase Contract Agent shall
authenticate and execute on behalf of the Holders and deliver any Certificates
which previously shall have been signed and delivered by the officers of the
Company to the Purchase Contract Agent for authentication and execution, and any
Certificate evidencing Units which such successor entity thereafter shall cause
to be signed and delivered to the Purchase Contract Agent for that
purpose.  All the Certificates so issued shall in all respects have
the same legal rank and benefit under this Agreement as the Certificates
theretofore or thereafter issued in accordance with the terms of this Agreement
as though all of such Certificates had been issued at the date of the execution
hereof.

     

    In
case of any such consolidation, merger, sale, assignment, transfer, lease or
conveyance such change in phraseology and form (but not in substance) may be
made in the Certificates evidencing Units thereafter to be issued as may be
appropriate.

     

    
      	
              SECTION
      9.3.  

            	
              Company
      Certificate and Opinion of Counsel Given to Purchase Contract
      Agent

            


    

    .

    The
Purchase Contract Agent, subject to Sections
7.1 and 7.3, shall receive a Company Certificate and an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale,
assignment, transfer, lease or conveyance, and any such assumption, complies
with the provisions of this Article and that all conditions precedent to
the consummation of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance have been met.

    


    ARTICLE
X                                

     

    


     

    Covenants

     

    
      	
              SECTION
      10.1.  

            	
              Performance
      Under Purchase Contracts

            


    

    .

    The
Company covenants and agrees for the benefit of the Holders from time to time of
the Units that it will duly and punctually perform its obligations under the
Purchase Contracts in accordance with the terms of the Purchase Contracts and
this Agreement.

    


    
      	
              SECTION
      10.2.  

            	
              Maintenance
      of Office or Agency

            


    

    .

    The
Company will maintain in the Borough of Manhattan, The City of New York an
office or agency where Certificates may be presented or surrendered for
acquisition of shares of Common Stock upon settlement of the Purchase Contracts
on the Purchase Contract Settlement Date or upon Early Settlement or Fundamental
Change Early Settlement and for transfer of Collateral upon occurrence of a
Termination Event, where Certificates may be surrendered for registration of
transfer or exchange, for a Collateral Substitution or recreation of a Corporate
Unit and where notices and demands to or upon the Company in respect of the
Units and this Agreement may be served.  The Company will give prompt
written notice to the Purchase Contract Agent of the location, and any change in
the location, of such office or agency.  If at


    
      
         


      

      
        72

        
          

        

      

      
         


      

    


    any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Purchase Contract Agent with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Company hereby appoints the Purchase Contract
Agent as its agent to receive all such presentations, surrenders, notices and
demands.  The Company initially designates the Corporate Trust Office
of the Purchase Contract Agent as such office of the Company.

    


    The
Company may also from time to time designate one or more other offices or
agencies where Certificates may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York for such purposes.  The Company will give prompt
written notice to the Purchase Contract Agent of any such designation or
rescission and of any change in the location of any such other office or
agency.  The Company hereby designates as the place of payment for the
Units the Corporate Trust Office and appoints the Purchase Contract Agent at its
Corporate Trust Office as paying agent in such city.

     

    
      	
              SECTION
      10.3.  

            	
              Company
      to Reserve Common Stock

            


    

     

    .

     

    The
Company shall at all times prior to the Purchase Contract Settlement Date
reserve and keep available, free from preemptive rights, out of its authorized
but unissued Common Stock the full number of shares of Common Stock issuable
against tender of payment in respect of all Purchase Contracts constituting a
part of the Units evidenced by Outstanding Certificates.

     

    
      	
              SECTION
      10.4.  

            	
              Covenants
      as to Common Stock

            


    

     

    .

     

    The
Company covenants that all shares of Common Stock which may be issued against
tender of payment in respect of any Purchase Contract constituting a part of the
Outstanding Units will, upon issuance, be duly authorized, validly issued, fully
paid and nonassessable.

     

    
      	
              SECTION
      10.5.  

            	
              Covenants
      of Holders as to ERISA

            


    

     

    .

     

    Each
Holder from time to time of the Units hereby represents and warrants
that

     

    (a) it
is not purchasing the Units with the assets of any Plan; or

     

    (b) the
purchase, holding and disposition of the Units will not result in a prohibited
transaction under ERISA, the Code, or any other applicable Federal, State or
local laws or regulations; or

     

    (c) the
purchase, holding and disposition of the Units will result in a prohibited
transaction under ERISA, the Code or any other applicable Federal, State or
local laws or regulations but one or more exemptions apply and the
conditions of such exemption(s) at all relevant times are satisfied so that the
use of such assets will not constitute a non-exempt prohibited transaction
under ERISA or the Code.

     


    
      
         


      

      
        73

        
          

        

      

      
         


      

    


    


     

                        
ARTICLE
XI                                

     

    


    Trust
Indenture Act

     

    
      	
              SECTION
      11.1.  

            	
              Trust
      Indenture Act; Application

            


    

    .

    (a) This
Agreement is subject to the provisions of the TIA that are required or deemed to
be part of this Agreement and shall, to the extent applicable, be governed by
such provisions; and

     

    (b) if
and to the extent that any provision of this Agreement limits, qualifies or
conflicts with the duties imposed by Section 310 to 317, inclusive, of the
TIA, such imposed duties shall control.

     

    
      	
              SECTION
      11.2.  

            	
              Lists
      of Holders of Units

            


    

    .

    (a) The
Company shall furnish or cause to be furnished to the Purchase Contract Agent
(a) semiannually, not later than June 1 and December 1 in each
year, commencing December 1, 2009, a list, in such form as the Purchase
Contract Agent may reasonably require, of the names and addresses of the Holders
(“List of Holders”) as
of a date not more than 15 days prior to the delivery thereof, and (b) at
such other times as the Purchase Contract Agent may request in writing, within
30 days after the receipt by the Company of any such request, a List of Holders
as of a date not more than 15 days prior to the time such list is
furnished; provided that, the Company shall not be obligated to provide such
List of Holders at any time the List of Holders does not differ from the most
recent List of Holders given to the Purchase Contract Agent by the
Company.  The Purchase Contract Agent may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

    


    (b) The
Purchase Contract Agent shall comply with its obligations under
Section 311(a) of the TIA, subject to the provisions of Section 311(b)
and Section 312(b) of the TIA.

     

    
      	
              SECTION
      11.3.  

            	
              Reports
      by the Purchase Contract Agent

            


    

    .

    Not
later than July 15 of each year, commencing July 15, 2010, the
Purchase Contract Agent shall provide to the Holders such reports, if any, as
are required by Section 313(a) of the TIA in the form and in the manner
provided by Section 313(a) of the TIA.  Such reports shall be as
of the preceding April 15.  The Purchase Contract Agent shall
also comply with the requirements of Sections 313(b), (c) and (d) of the
TIA.

    


    
      	
              SECTION
      11.4.  

            	
              Periodic
      Reports to Purchase Contract Agent

            


    

    .

    The
Company shall provide to the Purchase Contract Agent such documents, reports and
information as required by Section 314(a) (if any) and the compliance
certificate required by Section 314(a) of the TIA in the form, in the
manner and at the times required by Section 314(a) of the
TIA.


    
      
         


      

      
        74

        
          

        

      

      
         


      

    


    


    
      	
              SECTION
      11.5.  

            	
              Evidence
      of Compliance with Conditions
Precedent

            


    

    .

    The
Company shall provide to the Purchase Contract Agent such evidence of compliance
with any conditions precedent provided for in this Agreement as and to the
extent required by Section 314(c) of the TIA.  Any certificate or
opinion required to be given by an officer pursuant to Section 314(c)(1) of
the TIA may be given in the form of a Company Certificate.  Any
opinion required to be given pursuant to Section 314(c)(2) of the TIA may
be given in the form of an Opinion of Counsel.

    


    
      	
              SECTION
      11.6.  

            	
              Defaults;
      Waiver

            


    

    .

    The
Holders of a majority of the Outstanding Purchase Contracts voting together as
one class may, by vote or consent, on behalf of all of the Holders, waive any
past Default and its consequences, except a Default

    


    (a) in
the payment on any Unit, or

     

    (b) in
respect of a provision hereof which under Section 8.2
cannot be modified or amended without the consent of the Holder of each
Outstanding Unit affected.

     

    Upon
such waiver, any such Default shall cease to exist, and any Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Agreement, but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

     

    
      	
              SECTION
      11.7.  

            	
              Conflicting
      Interests

            


    

    .

    The
Indenture, the Guarantee Agreement, the Indenture (For Unsecured Subordinated
Debt Securities relating to Trust Securities), dated as of March 1, 2004, among
FPL Group Capital (as issuer), the Company (as guarantor) and The Bank of New
York Mellon (as trustee), the Preferred Trust Securities Guarantee Agreement
between FPL Group (as guarantor) and The Bank of New York Mellon (as guarantee
trustee) relating to FPL Group Capital Trust I, dated as of March 15, 2004,
the Amended and Restated Trust Agreement relating to FPL Group Capital Trust I,
dated as of March 15, 2004, among the Company (as depositor), The Bank of
New York Mellon (as property trustee), BNY Mellon Trust of Delaware (as Delaware
trustee), the administrative trustees named therein and the holders of the trust
securities issued pursuant thereto, and the Indenture (For Unsecured
Subordinated Debt Securities), dated as of September 1, 2006, among FPL
Group Capital, the Company (as guarantor) and The Bank of New York Mellon (as
trustee), shall be deemed to be specifically described in this Agreement for the
purposes of clause (i) of the first proviso contained in
Section 310(b) of the TIA.

    


    
      	
              SECTION
      11.8.  

            	
              Direction
      of Purchase Contract Agent

            


    

    .

    Sections 315(d)(3)
and 316(a)(1)(A) of the TIA are hereby expressly excluded from this Agreement,
as permitted by the TIA.


    
      
         


      

      
        75

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Purchase Contract Agreement to be duly executed
as of the day and year first above written.

     

    
      
        
          	
                  FPL
      GROUP, INC.

                   

                   

                
	
                  By:

                	
                  /s/
      Andrew D. Kushner

                
	 
      	
                  Name:
      Andrew D. Kushner

                
	 
      	
                  Title:
      Assistant Treasurer

                


        

      

    

    


    


    
      
        	
                THE BANK OF NEW YORK
      MELLON,

                as
      Purchase Contract Agent

                 

                 

              
	
                By:

              	
                /s/
      Geovanni Barris

              
	 
      	
                Name:
      Geovanni Barris

              
	 
      	
                Title:
      Vice President

              


      

    


    
      
         


      

      
        76

        
          

        

      

      
         


      

    


    


     

    EXHIBIT
A

     

    FORM
OF CORPORATE UNIT CERTIFICATE

     

    [FOR
INCLUSION IN GLOBAL CERTIFICATES ONLY—THIS CERTIFICATE IS A GLOBAL CERTIFICATE
WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED)
AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE
THEREOF.  THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART
FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING
AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE PURCHASE CONTRACT AGREEMENT.

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]

     

    
      	
              No.
      _____

            
	
              CUSIP
      No. 302571 609

            
	
              Number
      of Corporate Units _______

            


    

    


    FPL
GROUP, INC.

     

    


     

    (Form
of Face of Corporate Unit Certificate)

     

    


     

    Corporate
Units

     

    ($50
Stated Amount)

     

    This
Corporate Unit Certificate certifies that ___________ is the registered Holder
of the number of Corporate Units set forth above [for inclusion in Global
Certificates only – or such other number of Corporate Units reflected in the
Schedule of Increases or Decreases in Global Certificate attached hereto], which
number shall not exceed ______.  Each Corporate Unit consists of (i)
either (a) an Applicable Ownership Interest in Debentures, subject to the Pledge
thereof by such Holder pursuant to the Pledge Agreement, or (b) upon the
occurrence of a

    


    A-1


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Special
Event Redemption, a Mandatory Redemption or a Successful Early Remarketing, the
Applicable Ownership Interest in the Treasury Portfolio, subject to the pledge
of the Applicable Ownership Interest in the Treasury Portfolio (as specified in
clause (i) of the definition of such term) by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with FPL Group, Inc., a Florida corporation (the “Company”).  All
capitalized terms used herein without definition herein shall have the meaning
set forth in the Purchase Contract Agreement referred to below.

     

    Pursuant
to the Pledge Agreement, the Applicable Ownership Interest in Debentures and/or
the Applicable Ownership Interest in the Treasury Portfolio (as specified in
clause (i) of the definition of such term), as the case may be, constituting
part of each Corporate Unit evidenced hereby have been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising a part of such Corporate
Units.

     

    The
Pledge Agreement provides that all payments of the principal amount of
Debentures or the Stated Amount of the Applicable Ownership Interest in the
Treasury Portfolio (as specified in clause (i) of the definition of such
term), as the case may be, or payments of interest on any Pledged Applicable
Ownership Interests in Debentures or the Pledged Applicable Ownership Interests
in the Treasury Portfolio, as the case may be, constituting part of the
Corporate Units received by the Collateral Agent shall be paid by the Collateral
Agent by wire transfer in same day funds (i) in the case of (A) payments of
interest with respect to Pledged Applicable Ownership Interests in Debentures or
cash distributions on the Pledged Applicable Ownership Interests in the Treasury
Portfolio (as specified in clause (ii) of the definition of such term), as
the case may be, and (B) any payments of the principal amount of Debentures or
the Stated Amount of the Applicable Ownership Interest in the Treasury Portfolio
(as specified in clause (i) of the definition of such term), as the case
may be, with respect to any Debentures or the Applicable Ownership Interest in
the Treasury Portfolio, as the case may be, that have been released from the
Pledge pursuant to the Pledge Agreement, to the Purchase Contract Agent to the
account designated by the Purchase Contract Agent, no later than 2:00 p.m., New
York City time, on the Business Day such payment is received by the Collateral
Agent (provided that in the event such payment is received by the Collateral
Agent on a day that is not a Business Day or after 12:30 p.m., New York City
time, on a Business Day, then such payment shall be made no later than
10:30 a.m., New York City time, on the next succeeding Business Day) and
(ii) in the case of payments of the principal amount of Debentures or the Stated
Amount of the Applicable Ownership Interest in the Treasury Portfolio (as
specified in clause (i) of the definition of such term), as the case may
be, of any Debentures or the Applicable Ownership Interest in the Treasury
Portfolio (as specified in clause (i) of the definition of such term), as
the case may be, to the Company on the Purchase Contract Settlement Date (as
defined herein) in accordance with the terms of the Pledge Agreement, in full
satisfaction of the respective obligations of the Holders of the Corporate Units
of which such Pledged Applicable Ownership Interests in Debentures or the
Treasury Portfolio, as the case may be, are a part under the Purchase Contracts
forming a part of such Corporate Units.  Payment of interest on any
Pledged Applicable Ownership Interests in Debentures or cash distributions on
the Pledged Applicable Ownership Interests in the Treasury Portfolio (as
specified in clause (ii) of the definition of such term), as the case may be,
forming part of a Corporate Unit evidenced hereby which are payable quarterly in
arrears on March 1, June 1, September 1 and December 1 each year,
commencing September

    


    A-2


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1,
2009 (each, a “Payment
Date”), shall, subject to receipt thereof by the Purchase Contract Agent
from the Collateral Agent, be paid to the Person in whose name this Corporate
Unit Certificate (or a Predecessor Corporate Unit Certificate) is registered at
the close of business on the Record Date for such Payment Date.

     

    Each
Purchase Contract evidenced hereby obligates the Holder of this Corporate Unit
Certificate to purchase, and the Company to sell, not later than June 1, 2012
(the “Purchase Contract
Settlement Date”), at a price of $50 in cash (the “Purchase Price”), a number of
newly-issued shares of Common Stock, par value $0.01 per share, of the Company
(“Common Stock”) equal
to the applicable Settlement Rate (as defined below), unless on or prior to the
Purchase Contract Settlement Date there shall have occurred a Termination Event,
an Early Settlement or a Fundamental Change Early Settlement with respect to the
Corporate Units of which such Purchase Contract is a part, all as provided in
the Purchase Contract Agreement and more fully described on the reverse
hereof.

     

    The
“Settlement Rate” is
equal to (a) if the Applicable Market Value (as defined below) is equal to or
greater than $66.80 (the “Threshold Appreciation
Price”), 0.7485 shares of Common Stock per Purchase Contract (the “Minimum Settlement Rate”), (b)
if the Applicable Market Value is less than the Threshold Appreciation Price,
but is greater than $55.67 (the “Reference Price”), the number
of shares of Common Stock per Purchase Contract having a value equal to $50.00
divided by the Applicable Market Value, and (c) if the Applicable Market Value
is less than or equal to the Reference Price, 0.8981 shares of Common Stock per
Purchase Contract (the “Maximum
Settlement Rate”), in each case subject to adjustment as provided in the
Purchase Contract Agreement.  No fractional shares of Common Stock
will be issued upon settlement of Purchase Contracts, as provided in the
Purchase Contract Agreement.

     

    The
Company shall pay on each Payment Date in respect of each Purchase Contract
forming part of a Corporate Unit evidenced hereby, an amount (the “Contract Adjustment Payments”)
equal to 4.775% per annum of the Stated Amount; computed on the basis of a
360-day year consisting of twelve 30-day months, subject to deferral at the
option of the Company as provided in the Purchase Contract Agreement and more
fully described on the reverse hereof.  Such Contract Adjustment
Payments shall be payable to the Person in whose name this Corporate Unit
Certificate (or a Predecessor Corporate Unit Certificate) is registered on the
Security Register at the close of business on the Record Date relating to such
Payment Date.

     

    Contract
Adjustment Payments will be payable at the Corporate Trust Office or, at the
option of the Company, by check mailed to the address of the Person entitled
thereto at such Person’s address as it appears on the Security Register or by
wire transfer to an account appropriately designated in writing by the Person
entitled to payment.

     

    Reference
is hereby made to the further provisions 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 Purchase
Contract Agent by manual signature, this Corporate Unit Certificate shall not be
entitled to any

     

    


    A-3


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    benefit
under the Pledge Agreement or the Purchase Contract Agreement or be valid or
obligatory for any purpose.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    A-4


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Company and the Holder specified above has caused this instrument to be duly
executed.

     

    
      
        	
                FPL
      GROUP, INC.

                 

                 

              
	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              
	
                 

                 

                HOLDER SPECIFIED ABOVE
      (as to

                obligations
      of such Holder under the

                Purchase
      Contracts evidenced hereby)

              
	
                 

                 

                By:
      THE BANK OF NEW YORK
      MELLON,

              
	 
      	
                not
      individually but solely as

                Attorney-in-Fact
      of such Holder

                 

                 

              
	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    Dated:

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    A-5

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PURCHASE
CONTRACT AGENT’S CERTIFICATE OF AUTHENTICATION

     

    This
is one of the Corporate Unit Certificates referred to in the within mentioned
Purchase Contract Agreement.

     

    Dated:

    
      
        
          	
                   

                	
                  THE BANK OF NEW YORK
      MELLON,

                  as
      Purchase Contract Agent

                   

                   

                
	 
      	
                  By:

                	 
      
	 
      	
                  Authorized
      Signatory

                
	 
      


        

      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    A-6


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (Form
of Reverse of Corporate Unit Certificate)

     

    Unless
the context otherwise requires, each provision of this Unit shall be part of the
Purchase Contract evidenced hereby.  This Unit and each Purchase
Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as
of May 1, 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”),
between the Company and The Bank of New York Mellon, as purchase contract agent
(including any successor thereunder, herein called the “Purchase Contract Agent”), to
which the Purchase Contract Agreement and supplemental agreements thereto
reference is hereby made for a description of the respective rights, limitations
of rights, obligations, duties and immunities thereunder of the Purchase
Contract Agent, the Company, and the Holders and of the terms upon which the
Corporate Unit Certificates are, and are to be, executed and
delivered.

     

    Each
Purchase Contract evidenced hereby, which is settled either through Early
Settlement or Fundamental Change Early Settlement, shall obligate the Holder of
the related Corporate Units to purchase at the applicable Purchase Price, and
the Company to sell, a number of newly-issued shares of Common Stock equal to
the Early Settlement Rate or the applicable Settlement Rate, as
applicable.

     

    The
“Applicable Market
Value” means the average of the Closing Price per share of Common Stock
on each Trading Day during the Observation Period; provided, however, that if
the Company enters into a Reorganization Event, the Applicable Market Value will
mean the value of an Exchange Property Unit.  Following the occurrence
of any such Reorganization Event, references herein to the purchase or issuance
of shares of Common Stock shall be construed to be references to settlement into
Exchange Property Units.  For purposes of calculating the value of an
Exchange Property Unit, (x) the value of any common stock included in the
Exchange Property Unit shall be determined using the average of the Closing
Price per share of such common stock on each Trading Day during the Observation
Period (only if such common stock has traded on any Trading Day during the
Observation Period) (adjusted as set forth
under Section 5.6 of the Purchase Contract Agreement) and (y) the value of
any other property, including securities other than common stock included in the
Exchange Property Unit, shall be the value of such property on the first Trading
Day of the Observation Period (as determined in good faith by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution).  The “Closing Price” of the Common
Stock on any date of determination means the closing sale price (or, if no
closing price is reported, the last reported sale price) of the Common Stock on
the New York Stock Exchange (the “NYSE”) on such date or, if the
Common Stock is not listed for trading on the NYSE on any such date, as reported
in the composite transactions for the principal United States securities
exchange on which the Common Stock is so listed, or if the Common Stock is not
so reported, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the Pink OTC Markets Inc. or similar
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained by the Company for this purpose.  A
“Trading Day” means a
day on which the Common Stock (A) is not suspended from trading on any national
or regional securities exchange or over-the-counter market at the close of
business and (B) has traded at least once on the national or regional securities
exchange or over-the-counter market that is the primary market

    


    A-7


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    for
the trading of the Common Stock at the close of business.  If the
Common Stock is not traded on a securities exchange or quoted in the
over-the-counter market, then “Trading Day” shall mean
Business Day.

     

    In
accordance with the terms of the Purchase Contract Agreement, the Holder of the
Corporate Units evidenced hereby shall pay, on the Purchase Contract Settlement
Date, the Purchase Price for the shares of Common Stock purchased pursuant to
each Purchase Contract evidenced hereby by effecting a Cash
Settlement.  A Holder of Corporate Units who does not make such
payment in accordance with the Purchase Contract Agreement or who does not
notify the Purchase Contract Agent of such Holder’s intention, at or prior to
5:00 p.m., New York City time, on the seventh Business Day immediately preceding
the Purchase Contract Settlement Date, to make an effective Cash Settlement or
an Early Settlement, shall have defaulted in its obligations under the related
Purchase Contract.  If a Holder of Corporate Units fails to notify the
Purchase Contract Agent of such Holder’s intention to effect a Cash Settlement
in accordance with the Purchase Contract Agreement, such failure shall
constitute a default under the related Purchase Contracts and such Holder shall
be deemed to have consented to the disposition of the Pledged Applicable
Ownership Interests in Debentures pursuant to the Remarketing during the Final
Three-Day Remarketing Period described in the Purchase Contract
Agreement.  If a Holder of Corporate Units does notify the Purchase
Contract Agent of its intention to effect a Cash Settlement but fails to deliver
cash to pay the Purchase Price in accordance with the Purchase Contract
Agreement, such failure shall also constitute a default under the Purchase
Contract; however, the Debentures underlying the Applicable Ownership Interest
in Debentures of such a Holder will not be remarketed but instead the Collateral
Agent, for the benefit of the Company, will exercise its rights as a secured
party with respect to such Applicable Ownership Interest in Debentures to
satisfy the Holder’s obligations under such Purchase Contract to purchase Common
Stock at the Purchase Price.  If there is no Successful Remarketing
during the Period for Early Remarketing and if all the Remarketings during the
Final Three-Day Remarketing Period result in Failed Remarketings in accordance
with the terms of the Pledge Agreement, the Failed Remarketing on the last
Remarketing Date during the Final Three-Day Remarketing Period shall constitute
a default under the related Purchase Contracts by such Holder and the Collateral
Agent, for the benefit of the Company, will exercise its rights as a secured
party with respect to such Debentures underlying the Applicable Ownership
Interests in Debentures to satisfy the Holder’s obligations under such Purchase
Contract to purchase Common Stock at the Purchase Price.

     

    The
Company shall not be obligated to issue any shares of Common Stock in respect of
a Purchase Contract or deliver any certificates therefor to the Holder unless it
shall have received payment in full of the Purchase Price for the shares of
Common Stock to be purchased thereunder in the manner set forth in the Purchase
Contract Agreement.

     

    Under
and subject to the terms of the Pledge Agreement and the Purchase Contract
Agreement, the Purchase Contract Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged Applicable Ownership
Interests in Debentures but only to the extent instructed by the Holders as
described below in this paragraph.  Upon receipt of notice of any
meeting at which holders of Debentures are entitled to vote or upon the
solicitation of consents, waivers or proxies of holders of Debentures, the
Purchase Contract Agent shall, as soon as practicable thereafter, mail to the
Holders of Corporate Units a notice

     

    


    A-8


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (a) containing
such information as is contained in the notice or solicitation, (b) stating that
each Corporate Unit Holder on the record date set by the Purchase Contract Agent
therefor (which, to the extent possible, shall be the same date as the record
date for determining the holders of Debentures entitled to vote) shall be
entitled to instruct the Purchase Contract Agent as to the exercise of the
voting rights pertaining to the Applicable Ownership Interest in Debentures
constituting a part of such Holder’s Corporate Units and (c) stating the manner
in which such instructions may be given.  Upon the written request of
the Holders of Corporate Units on such record date, the Purchase Contract Agent
shall endeavor insofar as practicable to vote or cause to be voted, in
accordance with the instructions set forth in such requests, the maximum number
of Debentures as to which any particular voting instructions are
received.  In the absence of specific instructions from the Holder of
Corporate Units, the Purchase Contract Agent shall abstain from voting the
Applicable Ownership Interest in Debentures constituting a part of such
Corporate Units.

    


    Upon
the occurrence of (i) a Mandatory Redemption where the related Purchase
Contracts have not been previously or concurrently terminated in accordance with
Section 5.8 of the Purchase Contract Agreement or (ii) a Special Event
Redemption, in each case, prior to the Purchase Contract Settlement Date, the
Redemption Price equal to the Redemption Amount together with any accrued and
unpaid interest payable on the Mandatory Redemption Date or the Special Event
Redemption Date, as the case may be, with respect to the Applicable Ownership
Interests in Debentures shall be delivered to the Collateral Agent in exchange
for the Pledged Applicable Ownership Interests in
Debentures.  Pursuant to the terms of the Pledge Agreement, the
Collateral Agent will apply an amount equal to the Redemption Amount to
purchase, on behalf of the Holders of Corporate Units the Treasury Portfolio and
promptly remit the remaining portion of such Redemption Price, if any, to the
Purchase Contract Agent for payment to the Holders of such Corporate
Units.  The Treasury Portfolio will be substituted for the Pledged
Applicable Ownership in Debentures, and will be held by the Collateral Agent in
accordance with the terms of the Pledge Agreement to secure the obligation of
each Holder of a Corporate Unit to purchase the Common Stock on the Purchase
Contract Settlement Date under the Purchase Contract constituting a part of such
Corporate Unit.  Following the occurrence of a Mandatory Redemption or
a Special Event Redemption prior to the Purchase Contract Settlement Date the
Holders of Corporate Units and the Collateral Agent shall have such security
interests, rights and obligations with respect to the Treasury Portfolio as the
Holder of Corporate Units and the Collateral Agent had in respect of the
Debentures underlying the Applicable Ownership Interest in Debentures, subject
to the Pledge thereof as provided in Articles II, III, IV, V, and VI, of
the Pledge Agreement and any reference herein to the Debentures shall be deemed
to be reference to such Treasury Portfolio.  The Company may cause to
be made in any Corporate Unit Certificate therewith to be issued such change in
phraseology and form (but not in substance) as may be appropriate to reflect the
substitution of the Applicable Ownership Interest in the Treasury Portfolio for
the Applicable Ownership Interest in Debentures as Collateral.

     

    The
Corporate Unit Certificates are issuable only in registered form and only in
denominations of a single Corporate Unit and any integral multiple
thereof.  The transfer of any Corporate Unit Certificate will be
registered and Corporate Unit Certificates may be exchanged as provided in the
Purchase Contract Agreement.  The Security Registrar may require a
Holder, among other things, to furnish endorsements and transfer documents
permitted by the Purchase Contract Agreement.  No service charge shall
be made for any such registration of transfer or

     

    A-9

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    exchange,
but the Company and the Purchase Contract Agent may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.  A Holder who elects to substitute Treasury Securities for
the Applicable Ownership Interest in Debentures or the Applicable Ownership
Interest in the Treasury Portfolio, thereby creating Treasury Units, shall be
responsible for any fees or expenses payable in connection
therewith.  Except as provided in the Purchase Contract Agreement, for
so long as the Purchase Contract underlying a Corporate Unit remains in effect,
such Corporate Unit shall not be separable into its constituent parts, and the
rights and obligations of the Holder of such Corporate Unit in respect of the
Applicable Ownership Interest in Debentures or the Applicable Ownership Interest
in the Treasury Portfolio, as the case may be, and the Purchase Contract
comprising such Corporate Unit may be acquired, and may be transferred and
exchanged only as an entire Corporate Unit.  The holder of any
Corporate Units may substitute for the Pledged Applicable Ownership Interest in
Debentures or the Pledged Applicable Ownership Interests in the Treasury
Portfolio (as specified in clause (i) of the definition of such term)
securing its obligation under the related Purchase Contract, Treasury Securities
in an aggregate principal amount equal to the aggregate principal amount of the
Pledged Applicable Ownership Interests in Debentures or Stated Amount of the
Pledged Applicable Ownership Interests in the Treasury Portfolio in accordance
with the terms of the Purchase Contract Agreement and the Pledge
Agreement.  From and after such Collateral Substitution, the Unit for
which such Pledged Security secures the Holder’s obligation under the Purchase
Contract shall be referred to as a “Treasury
Unit.”  A Holder may make such Collateral Substitution
only in integral multiples of 20 Corporate Units for 20 Treasury Units;
provided, however, that if a Special Event Redemption or a Mandatory Redemption
or a Successful Early Remarketing has occurred and the Treasury Portfolio has
become a component of the Corporate Units, a Holder may make such Collateral
Substitutions only in integral multiples of 20,000 Corporate Units for 20,000
Treasury Units (or such other number of Treasury Units as may be determined by
the Remarketing Agent in connection with a Successful Remarketing of the
Debentures if the Reset Effective Date is not a Payment Date).

     

    A
Holder of Treasury Units may create or recreate Corporate Units by depositing
with the Collateral Agent the Applicable Ownership Interest in Debentures or the
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
with a Stated Amount, in the case of such Debentures, or with the Applicable
Ownership Interest in the Treasury Portfolio (as specified in clause (i) of
the definition of such term), in the case of such Applicable Ownership Interest
in the Treasury Portfolio, equal to the aggregate principal amount of the
Pledged Treasury Securities in exchange for the release of such Pledged Treasury
Units in accordance with the terms of the Purchase Contract Agreement and the
Pledge Agreement.

     

    Subject
to the next succeeding paragraph, the Company shall pay, on each Payment
Date  the Contract Adjustment Payments payable in respect of each
Purchase Contract to the Person in whose name the Corporate Unit Certificate
evidencing such Purchase Contract is registered on the Security Register at the
close of business on the Record Date relating to such Payment
Date.  The Contract Adjustment Payments will be payable at the
Corporate Trust Office or, at the option of the Company, by check mailed to the
address of the Person entitled thereto at such address as it appears on the
Security Register or by wire transfer to an account appropriately designated in
writing by such person.

     

    


     

    A-10

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    The
Company shall have the right, at any time prior to the Purchase Contract
Settlement Date, to defer the payment of any or all of the Contract Adjustment
Payments otherwise payable on any Payment Date to any subsequent Payment Date,
but only if the Company shall give the Holders and the Purchase Contract Agent
written notice of its election to defer such payment (specifying the amount to
be deferred and the expected Deferral Period) as provided in the Purchase
Contract Agreement.  Any Contract Adjustment Payments so deferred
shall bear additional Contract Adjustment Payments thereon at the rate of 8.375%
per annum (computed on the basis of a 360-day year consisting of twelve 30-day
months), compounding on each succeeding Payment Date, until paid in full (such
deferred installments of Contract Adjustment Payments, if any, together with the
additional Contract Adjustment Payments accrued thereon, are referred to herein
as the “Deferred Contract
Adjustment Payments”).  Deferred Contract Adjustment Payments,
if any, shall be due on the next succeeding Payment Date except to the extent
that payment is deferred pursuant to the Purchase Contract
Agreement.  No Contract Adjustment Payments may be deferred to a date
that is after the Purchase Contract Settlement Date.

     

    In
the event the Company exercises its option to defer the payment of Contract
Adjustment Payments, then, until the Deferred Contract Adjustment Payments have
been paid, the Company shall not declare or pay dividends on, make distributions
with respect to, or redeem, purchase or acquire, or make a liquidation payment
with respect to, any of its capital stock or make guarantee payments with
respect to the foregoing other than:

     

    (i) purchases,
redemptions or acquisitions of shares of capital stock of the Company 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 by the
Company of its obligations pursuant to any contract or security outstanding on
the date that payment of Contract Adjustment Payments are deferred requiring the
Company to purchase, redeem or acquire its capital stock,

     

    (ii) as
a result of a reclassification of the Company’s capital stock or the exchange or
conversion of all or a portion of one class or series of the Company’s capital
stock for another class or series of the Company’s capital stock,

     

    (iii) the
purchase of fractional interests in shares of the Company’s capital stock
pursuant to the conversion or exchange provisions of the Company’s capital stock
or the security being converted or exchanged, or in connection with the
settlement of stock purchase contracts,

     

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

     

    (v) redemptions,
exchanges or repurchases of 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.

     

    A-11

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    The
Purchase Contracts and all obligations and rights of the Company and the Holders
thereunder, including, without limitation, the rights of the Holders to receive
and the obligation of the Company to pay any Contract Adjustment Payments or any
Deferred Contract Adjustment Payments, and the rights and obligations of the
Holders to purchase shares of Common Stock will immediately and automatically
terminate, without the necessity of any notice or action by any Holder, the
Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract
Settlement Date, a Termination Event shall have occurred.  Upon the
occurrence of a Termination Event, the Company shall promptly but in no event
later than two Business Days thereafter give written notice to the Purchase
Contract Agent, the Collateral Agent and to the Holders at their addresses as
they appear in the Security Register.  Upon and after the occurrence
of a Termination Event, the Collateral Agent shall release the Debentures
underlying the Applicable Ownership Interest in Debentures or the Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, forming a part
of the Corporate Units evidenced hereby from the Pledge in accordance with the
provisions of the Pledge Agreement.

     

    Subject
to and upon compliance with the provisions of the Purchase Contract Agreement, a
Holder of Corporate Units may settle the related Purchase Contracts in their
entirety at any time on or prior to the second Business Day immediately
preceding the first day of the Final Three-Day Remarketing Period in the manner
described herein, but only in integral multiples of 20 Corporate Units;
provided, however, if the Treasury Portfolio has become a component of the
Corporate Units, Holders of Corporate Units may settle early only in integral
multiples of 20,000 Corporate Units at any time on or prior to the second
Business Day immediately preceding the Purchase Contract Settlement
Date.  In order to exercise the right to effect any such early
settlement (“Early
Settlement”) with respect to any Purchase Contracts evidenced by this
Corporate Unit Certificate, the Holder of this Corporate Unit Certificate shall
deliver this Corporate Unit Certificate to the Purchase Contract Agent at the
Corporate Trust Office duly endorsed for transfer to the Company or in blank
with the form of Election to Settle Early/Fundamental Change Early Settlement
set forth below duly completed and executed and accompanied by payment (payable
to the Company in immediately available funds in an amount (the “Early Settlement Amount”)
equal to the sum of (i) $50 times the number of Purchase Contracts being
settled, plus (ii) if such delivery is made with respect to any Purchase
Contracts during the period from the close of business on any Record Date
relating to any Payment Date to the opening of business on such Payment Date, an
amount equal to the Contract Adjustment Payments payable, if any, on such
Payment Date with respect to such Purchase Contracts; provided that no payment
is required if the Company has elected to defer the Contract Adjustment Payments
which would otherwise be payable on the Payment Date.  Upon Early
Settlement of Purchase Contracts by a Holder of the related Corporate Units, the
Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable
Ownership Interests in the Treasury Portfolio underlying such Corporate Units
shall be released from the Pledge as provided in the Pledge Agreement and the
Holder shall be entitled to receive a number of shares of Common Stock on
account of each Purchase Contract forming part of a Corporate Unit as to which
Early Settlement is effected equal to the Minimum Settlement Rate; provided
however, that upon the Early Settlement of the Purchase Contracts, (i) the
Holder’s right to receive additional Contract Adjustment Payments in respect of
such Purchase Contracts will terminate, and (ii) no adjustment will be made
to or for the Holder on account of Deferred Contract Adjustment Payments, or any
amount accrued in respect of Contract Adjustment
Payments.  The

     

    A-12

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Early
Settlement Rate shall be adjusted in the same manner and at the same time as the
Settlement Rate is adjusted as provided in the Purchase Contract
Agreement.

     

    Upon
registration of transfer of this Corporate Unit Certificate, the transferee
shall be bound (without the necessity of any other action on the part of such
transferee, except as may be required by the Purchase Contract Agent pursuant to
the Purchase Contract Agreement), under the terms of the Purchase Contract
Agreement, the Purchase Contracts evidenced hereby and the Pledge Agreement and
the transferor shall be released from the obligations under the Purchase
Contracts evidenced by this Corporate Unit Certificate.  The Company
covenants and agrees, and the Holder, by its acceptance hereof, likewise
covenants and agrees, to be bound by the provisions of this
paragraph.

     

    The
Holder of this Corporate Unit Certificate, by its acceptance hereof, irrevocably
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts forming part of the Corporate Units evidenced hereby on its
behalf as its attorney-in-fact (including the execution of this Corporate Unit
Certificate on behalf of such Holder), expressly withholds any consent to the
assumption of the Purchase Contracts by the Company, its trustee in bankruptcy,
receiver, liquidator or a person or entity performing similar functions, in the
event that the Company becomes a debtor under the Bankruptcy Code or subject to
other similar Federal or State law providing for reorganization or liquidation,
agrees to be bound by the terms and provisions thereof, covenants and agrees to
perform its obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract Agreement, irrevocably authorizes the
Purchase Contract Agent to enter into and perform the Pledge Agreement on its
behalf as its attorney-in-fact, and consents to and agrees to be bound by the
Pledge of the Applicable Ownership Interest in Debentures, or the Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, underlying
this Corporate Unit Certificate pursuant to the Pledge Agreement.  The
Holder, by its acceptance hereof, further covenants and agrees, that, to the
extent and in the manner provided in the Purchase Contract Agreement and the
Pledge Agreement, but subject to the terms thereof, payments in respect of the
principal and interest of the Debentures underlying the Applicable Ownership
Interest in Debentures, or the Applicable Ownership Interest in the Treasury
Portfolio (as specified in clause (i) of the definition of such term), on
the Purchase Contract Settlement Date shall be paid by the Collateral Agent to
the Company in satisfaction of such Holder’s obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
payments.

     

    The
Holder of this Corporate Unit Certificate, by its acceptance hereof, covenants
and agrees to treat itself as the owner, for Federal, State and local income and
franchise tax purposes, of the related Applicable Ownership Interest in
Debentures or the Applicable Ownership Interest in the Treasury Portfolio
forming part of the Corporate Units evidenced hereby.  The Holder of
this Corporate Unit Certificate, by its acceptance hereof, further covenants and
agrees to treat the Applicable Ownership Interest in Debentures forming a
component of the Corporate Units evidenced hereby as indebtedness of FPL Group
Capital for Federal, State and local income and franchise tax
purposes.

     

    Subject
to certain exceptions, the provisions of the Purchase Contract Agreement may be
amended with the consent of the Holders of a majority of the Purchase
Contracts.  In addition,

     

    A-13

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    certain
amendments to the Purchase Contract Agreement may be made without any consent of
the Holders as provided in the Purchase Contract Agreement.

     

    THE
PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREUNDER, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION SHALL
BE MANDATORILY APPLICABLE.

     

    Prior
to due presentment of a Certificate for registration of transfer, the Company,
FPL Group Capital and the Purchase Contract Agent, and any agent of the Company,
FPL Group Capital or the Purchase Contract Agent, may treat the Person in whose
name this Corporate Unit Certificate is registered on the Security Register as
the owner of the Corporate Units evidenced hereby for the purpose of (subject to
any applicable record date) any payment or distribution with respect to the
Applicable Ownership Interests in Debentures or the Applicable Ownership
Interests in the Treasury Portfolio (as specified in
clause (ii) of the definition of Applicable Ownership Interest in the
Treasury Portfolio), as applicable, payment of Contract Adjustment Payments and
performance of the Purchase Contracts and for all other purposes whatsoever, in
connection with such Corporate Units, whether or not payment, distribution or
performance shall be overdue and notwithstanding any notice to the contrary, and
neither the Company, FPL Group Capital nor the Purchase Contract Agent, nor any
agent of the Company, FPL Group Capital or the Purchase Contract Agent, shall be
affected by notice to the contrary.

     

    The
Purchase Contracts shall not, prior to the settlement thereof, in accordance
with the Purchase Contract Agreement, entitle the Holder to any of the rights of
a holder of shares of Common Stock.

     

    A
copy of the Purchase Contract Agreement is available for inspection at the
offices of the Purchase Contract Agent.

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    A-14

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ABBREVIATIONS

     

    The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

    


    
      	
              TEN
      COM —

            	
              as
      tenants in common

            
	
               

              UNIF
      GIFT MIN ACT —

            	 
      	
              Custodian

            	 
      	
              (Minor)

            
	 
      	
               

              under
      Uniform Gifts to Minors Act

            	 
      	
              (State)

            
	
               

              TEN
      ENT —

            	
              as
      tenants by the entireties

            
	
               

              JT
      TEN —

            	
              as
      joint tenants with right of survivorship and not as tenants in
      common

            


    

    


    Additional
abbreviations may also be used though not in the above list.

    _________________________

     

    ASSIGNMENT

     

    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

     

    
      	 
      
	 
      


    

    (Please
insert Social Security or Taxpayer Identification or other Identifying Number of
Assignee)

     

    


    
      	 
      
	 
      
	 
      


    

    (Please
Print or Type Name and Address Including Postal Zip Code of
Assignee)

     

    the
within Corporate Unit Certificates and all rights thereunder, hereby irrevocably
constituting and appointing

     

    
      	 
      


    

    attorney
to transfer said Corporate Unit Certificates on the books of FPL Group, Inc.
with full power of substitution in the premises.

    


    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	
              Signature

               

            
	 
      	 
      	
              NOTICE:  The
      signature to this assignment must correspond with the name as it appears
      upon the face of the within Corporate Unit Certificates in every
      particular, without alteration or enlargement or any change
      whatsoever.

            


    

    


    
      	
              Signature
      Guarantee:

            	 
      


    

    


    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security 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 Security Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

     

    A-15


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SETTLEMENT
INSTRUCTIONS

     

    The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon settlement on or after the Purchase Contract Settlement Date of
the Purchase Contracts underlying the number of Corporate Units evidenced by
this Corporate Unit Certificate (after taking into account all Units then held
by such Holder) be registered in the name of, and delivered, together with a
check in payment for any fractional share, to the undersigned at the address
indicated below unless a different name and address have been indicated
below.  If shares are to be registered in the name of a Person other
than the undersigned, the undersigned will pay any transfer tax payable incident
thereto.

     

    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	 
      	
              Signature

            


    

    


    
      	
              Signature
      Guarantee:

            	 
      


    

    


    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security 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 Security Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

    


    
      	
              If
      shares are to be registered in the name of and delivered to a Person other
      than the Holder, please (i) print such Person’s name and address and (ii)
      provide a guarantee of your signature:

            	
              REGISTERED
      HOLDER

            


    

    


    Please
print name and address of Registered Holder:

    


    
      	 
      	 
      	 
      
	
              Name

            	 
      	
              Name

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Address

            	 
      	
              Address

            


    

    


    
      	 
      
	
              
                Social
      Security or other Taxpayer Identification Number, if
    any

              

            


    

    


    


    


    


    


    


    


    


    


    A-16


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ELECTION
TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT

     

    The
undersigned Holder of this Corporate Unit Certificate hereby irrevocably
exercises the option to effect [Early Settlement] [Fundamental Change Early
Settlement] in accordance with the terms of the Purchase Contract Agreement with
respect to the Purchase Contracts underlying the number of Corporate Units
evidenced by this Corporate Unit Certificate specified below.  The
undersigned Holder directs that a certificate for shares of Common Stock or
other securities deliverable upon such [Early Settlement] [Fundamental Change
Early Settlement] (after taking into account all Units of such Holder submitted
by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be
registered in the name of, and delivered, together with a check in payment for
any fractional share and any Corporate Unit Certificate representing any
Corporate Units evidenced hereby as to which [Early Settlement] [Fundamental
Change Early Settlement] of the related Purchase Contracts is not effected, to
the undersigned at the address indicated below unless a different name and
address have been indicated below.  The Pledged Applicable Ownership
Interests in Debentures or the Pledged Applicable Ownership Interests in the
Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement]
[Fundamental Change Early Settlement] will be transferred in accordance with the
transfer instructions set forth below.  If shares or other securities
are to be registered in the name of a Person other than the undersigned, the
undersigned will pay any transfer tax payable incident thereto.  In
completing this form, you should cross out “[Early Settlement]” or “[Fundamental
Change Early Settlement]”, as appropriate, if not applicable.

     

    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	
              Signature

            


    

    


    
      	
              Signature
      Guarantee:

            	 
      	 
      


    

    


    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security 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 Security Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

    


    Number
of Units evidenced hereby as to which [Early Settlement] [Fundamental Change
Early Settlement] of the related Purchase Contracts is being
elected:

     

    
      	
              If
      shares of Common Stock or other securities or Corporate Unit Certificates
      are to be registered in the name of and delivered to and Debentures
      underlying Pledged Applicable Ownership Interests in Debentures, or the
      Pledged Applicable Ownership Interests in the Treasury Portfolio, as the
      case may be, are to be transferred to a Person other than the Holder,
      please print such Person’s name and address:

            	
               

               

               

              REGISTERED
      HOLDER

            


    

    


    Please
print name and address of Registered Holder:

    


    
      	 
      	 
      	 
      
	
              Name

            	 
      	
              Name

            
	 
      	 
      	 
      
	
              Address

            	 
      	
              Address

            
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    A-17


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              Social
      Security or other Taxpayer Identification Number, if
  any

            


    

    


    Transfer
Instructions for Debentures underlying Pledged Applicable Ownership Interests in
Debentures or the Pledged Applicable Ownership Interests in the Treasury
Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental
Change Early Settlement]:

    


     

    
      	 
      
	 
      
	 
      


    

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    A-18

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [TO BE ATTACHED TO GLOBAL
CERTIFICATES]

     

    


     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

     

    The
initial number of Corporate Units evidenced by this Global Certificate is
________.  The following increases or decreases in this Global
Certificate have been made:

     

    
      	
              Date

            	
              Amount
      of decrease in the number of Corporate Units evidenced by this Global
      Certificate

            	
              Amount
      of increase in the number of Corporate Units evidenced by this Global
      Certificate

            	
              Number
      of Corporate Units evidenced by this Global Certificate following such
      decrease or increase

            	
              Signature
      of authorized officer of Purchase Contract Agent

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    A-19

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    FORM
OF TREASURY UNIT CERTIFICATE

     

    [FOR
INCLUSION IN GLOBAL CERTIFICATES ONLY - THIS CERTIFICATE IS A GLOBAL CERTIFICATE
WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED)
AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE
THEREOF.  THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART
FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING
AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE PURCHASE CONTRACT AGREEMENT.

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]

     

    
      	
              No.
      _____

            
	
              CUSIP
      No. 302571 708

            
	
              Number
      of Treasury Units _______

            


    

    


    FPL
GROUP, INC.

     

    


     

    Form
of Face of Treasury Unit Certificate

     

    Treasury
Units

     

    ($50
Stated Amount)

     

    This
Treasury Unit Certificate certifies that ___________ is the registered Holder of
the number of Treasury Units set forth above [for inclusion in Global
Certificates only – or such other number of Treasury Units reflected in the
Schedule of Increases or Decreases in Global Certificate attached hereto], which
number shall not exceed________.  Each Treasury Unit represents (a)
the ownership by the Holder thereof of a 1/20, or 5%, undivided beneficial
interest in a Treasury Security, subject to the Pledge of such interest by such
Holder pursuant to the Pledge Agreement, and (b) the rights and obligations of
the Holder thereof and of FPL Group, Inc., a Florida corporation (the “Company”)
under one Purchase Contract.  All capitalized terms

     

     

     

    B-1

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    used
herein without definition herein shall have the meaning set forth in the
Purchase Contract Agreement referred to below.

     

    Pursuant
to the Pledge Agreement, the ownership interest in a Treasury Security
constituting part of each Treasury Unit evidenced hereby has been pledged to the
Collateral Agent, for the benefit of the Company, to secure the obligations of
the Holder under the Purchase Contract comprising a part of such Treasury
Unit.

     

    The
Pledge Agreement provides that all payments of the principal of any Treasury
Securities received by the Collateral Agent shall be paid by the Collateral
Agent by wire transfer in same day funds (i) in the case of any principal
payments with respect to any Pledged Treasury Securities that have been released
from the Pledge pursuant to the Pledge Agreement, to the Holders of the
applicable Treasury Units, to the accounts designated by them in writing for
such purpose no later than 2:00 p.m., New York City time, on the Business Day
such payment is received by the Collateral Agent (provided that in the event
such payment is received by the Collateral Agent on a day that is not a Business
Day or after 12:30 p.m., New York City time, on a Business Day, then such
payment shall be made no later than 10:30 a.m., New York City time, on the
next succeeding Business Day) and (ii) in the case of payments of the principal
of any Pledged Treasury Securities, to the Company on the Purchase Contract
Settlement Date (as defined herein) in accordance with the terms of the Pledge
Agreement, in full satisfaction of the respective obligations of the Holders of
the Treasury Units under the related Purchase Contracts.

     

    Each
Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit
Certificate to purchase, and the Company to sell, not later than June 1,
2012 (the “Purchase Contract Settlement Date”), at a price of $50 in cash (the
“Purchase Price”), a number of newly issued shares of Common Stock, par value
$0.01 per share, of the Company (“Common Stock”) equal to the applicable
Settlement Rate (as defined below), unless on or prior to the Purchase Contract
Settlement Date there shall have occurred a Termination Event, an Early
Settlement or a Fundamental Change Early Settlement with respect to the Treasury
Units of which such Purchase Contract is a part, all as provided in the Purchase
Contract Agreement and more fully described on the reverse hereof.

     

    The
“Settlement Rate” is equal to (a) if the Applicable Market Value (as
defined below) is equal to or greater than $66.80 (the “Threshold Appreciation
Price”), 0.7485 shares of Common Stock per Purchase Contract (the “Minimum Settlement Rate”),
(b) if the Applicable Market Value is less than the Threshold Appreciation
Price, but is greater than $55.67 (the “Reference Price”), the number
of shares of Common Stock per Purchase Contract having a value equal to $50.00
divided by the Applicable Market Value, and (c) if the Applicable Market
Value is less than or equal to the Reference Price, 0.8981 shares of Common
Stock per Purchase Contract (the “Maximum Settlement Rate”), in
each case subject to adjustment as provided in the Purchase Contract
Agreement.  No fractional shares of Common Stock will be issued upon
settlement of Purchase Contracts, as provided in the Purchase Contract
Agreement.

     

    The
Company shall pay on each Payment Date in respect of each Purchase Contract
forming part of a Treasury Unit evidenced hereby, an amount (the “Contract
Adjustment Payments”) equal to 4.775% per annum of the Stated Amount; computed
on the basis of a 360-day year consisting of twelve 30-day months, subject to
deferral at the option of the Company as

     

    B-2

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    provided
in the Purchase Contract Agreement and more fully described on the reverse
hereof.  Such Contract Adjustment Payments shall be payable to the
Person in whose name this Treasury Unit Certificate (or a Predecessor Treasury
Unit Certificate or a Predecessor Corporate Unit Certificate) is registered on
the Security Register at the close of business on the Record Date relating to
such Payment Date.

     

    Contract
Adjustment Payments will be payable at the Corporate Trust Office or, at the
option of the Company, by check mailed to the address of the Person entitled
thereto at such Person’s address as it appears on the Security Register or by
wire transfer to an account appropriately designated in writing by the Person
entitled to payment.

     

    Reference
is hereby made to the further provisions 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 Purchase
Contract Agent by manual signature, this Treasury Unit Certificate shall not be
entitled to any benefit under the Pledge Agreement or the Purchase Contract
Agreement or be valid or obligatory for any purpose.

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    B-3

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Company and the Holder specified above have caused this instrument to be duly
executed.

     

    
      
        	
                FPL
      GROUP, INC.

                 

                 

              
	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              
	
                 

                HOLDER
      SPECIFIED ABOVE (as to

                obligations
      of such Holder under the

                Purchase
      Contracts evidenced hereby)

                 

              
	
                By:

                 

              	
                THE
      BANK OF NEW YORK MELLON,

                not
      individually but solely as

                Attorney-in-Fact
      of such Holder

              
	
                 

                 

                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


     

    


     

    Dated:

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    B-4

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PURCHASE
CONTRACT AGENT’S CERTIFICATE OF AUTHENTICATION

     

    This
is one of the Treasury Unit Certificates referred to in the within mentioned
Purchase Contract Agreement.

     

    
      
        	
                Dated:

              	
                THE
      BANK OF NEW YORK MELLON,

                as
      Purchase Contract Agent

                 

              
	 
      	
                By:

              	 
      
	 
      	
                Authorized
      Signatory

              


      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    B-5


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (Form
of Reverse of Treasury Unit Certificate)

     

    Unless
the context otherwise requires, each provision of this Unit shall be part of the
Purchase Contract evidenced hereby.  This Unit and each Purchase
Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as
of May 1, 2009 (as may be supplemented from time to time, the “Purchase
Contract Agreement”), between the Company and The Bank of New York Mellon, as
purchase contract agent (including any successor thereunder, herein called the
“Purchase Contract Agent”), to which the Purchase Contract Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Purchase Contract Agent, the Company, and the Holders and of
the terms upon which the Treasury Unit Certificates are, and are to be, executed
and delivered.

     

    Each
Purchase Contract evidenced hereby, which is settled either through Early
Settlement or Fundamental Change Early Settlement, shall obligate the Holder of
the related Treasury Units to purchase at the applicable Purchase Price, and the
Company to sell, a number of newly-issued shares of Common Stock equal to the
Early Settlement Rate or the applicable Settlement Rate, as
applicable.

     

    The
“Applicable Market
Value” means the average of the Closing Price per share of Common Stock
on each Trading Day during the Observation Period; provided, however, that if
the Company enters into a Reorganization Event, the Applicable Market Value will
mean the value of an Exchange Property Unit.  Following the occurrence
of any such Reorganization Event, references herein to the purchase or issuance
of shares of Common Stock shall be construed to be references to settlement into
Exchange Property Units.  For purposes of calculating the value of an
Exchange Property Unit, (x) the value of any common stock included in the
Exchange Property Unit shall be determined using the average of the Closing
Price per share of such common stock on each Trading Day during the Observation
Period (only if such common stock has traded on any Trading Day during the
Observation Period) (adjusted as set forth
under Section 5.6 of the Purchase Contract Agreement) and (y) the value of
any other property, including securities other than common stock included in the
Exchange Property Unit, shall be the value of such property on the first Trading
Day of the Observation Period (as determined in good faith by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution).  The “Closing Price” of the Common
Stock on any date of determination means the closing sale price (or, if no
closing price is reported, the last reported sale price) of the Common Stock on
the New York Stock Exchange (the “NYSE”) on such date or, if the
Common Stock is not listed for trading on the NYSE on any such date, as reported
in the composite transactions for the principal United States securities
exchange on which the Common Stock is so listed, or if the Common Stock is not
so reported, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the Pink OTC Markets Inc. or similar
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained by the Company for this purpose.  A
“Trading Day” means a
day on which the Common Stock (A) is not suspended from trading on any national
or regional securities exchange or over-the-counter market at the close of
business and (B) has traded at least once on the national or regional securities
exchange or over-the-counter market that is the primary market for the trading
of the Common Stock at the close of business.  If the Common Stock is
not traded

     

    B-6

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    on
a securities exchange or quoted in the over-the-counter market, then “Trading Day” shall mean
Business Day.

     

    In
accordance with the terms of the Purchase Contract Agreement, the Holder of the
Treasury Units evidenced hereby shall pay, on the Purchase Contract Settlement
Date, the Purchase Price for the shares of Common Stock purchased pursuant to
each Purchase Contract evidenced hereby by effecting a Cash
Settlement.  A Holder of Treasury Units who does not make such payment
in accordance with the Purchase Contract Agreement or who does not notify the
Purchase Contract Agent of such Holder’s intention at or prior to 5:00 p.m., New
York City time, on the seventh Business Day immediately preceding the Purchase
Contract Settlement Date, to make an effective Cash Settlement or an Early
Settlement, shall have defaulted in its obligations under the related Purchase
Contract. If a Holder of Treasury Units fails to notify the Purchase Contract
Agent of such Holder’s intention to effect a Cash Settlement in accordance with
the Purchase Contract Agreement such failure shall constitute a default under
the related Purchase Contract.  If a Holder of Treasury Units does
notify the Purchase Contract Agent of its intention to effect a Cash Settlement
but fails to deliver cash to pay the Purchase Price in accordance with the
Purchase Contract Agreement, such failure shall also constitute a default under
the Purchase Contract.  If any such default occurs, upon the maturity
of the Pledged Treasury Securities held by the Collateral Agent on the Business
Day immediately prior to the Purchase Contract Settlement Date, the principal
amount of the Treasury Securities received by the Collateral Agent will be
invested promptly in overnight Permitted Investments.  On the Purchase
Contract Settlement Date an amount equal to the Purchase Price will be remitted
to the Company in settlement of the Purchase Contract in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement without
receiving any instructions from the Holder.

     

    The
Company shall not be obligated to issue any shares of Common Stock in respect of
a Purchase Contract or deliver any certificates therefor to the Holder unless it
shall have received payment in full of the Purchase Price for the shares of
Common Stock to be purchased thereunder in the manner set forth in the Purchase
Contract Agreement.

     

    The
Treasury Unit Certificates are issuable only in registered form and only in
denominations of a single Treasury Unit and any integral multiple
thereof.  The transfer of any Treasury Unit Certificate will be
registered and Treasury Unit Certificates may be exchanged as provided in the
Purchase Contract Agreement.  The Security Registrar may require a
Holder, among other things, to furnish endorsements and transfer documents
permitted by the Purchase Contract Agreement.  No service charge shall
be made for any such registration of transfer or exchange, but the Company and
the Purchase Contract Agent may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.  A Holder who elects to substitute the Applicable
Ownership Interest in Debentures or the Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, for Treasury Securities, thereby
creating Corporate Units, shall be responsible for any fees or expenses payable
in connection therewith.  Except as provided in the Purchase Contract
Agreement, for so long as the Purchase Contract underlying a Treasury Unit
remains in effect, such Treasury Unit shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such Treasury
Unit in respect of the Treasury Security and the Purchase Contract comprising
such Treasury Unit may be acquired, and may be transferred and exchanged, only
as an entire

     

    B-7

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Treasury
Unit. The holder of any Treasury Units may substitute for the Treasury
Securities securing its obligation under the related Purchase Contract, the
appropriate Pledged Applicable Ownership Interest in Debentures or the
appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio (as
specified in clause (i) of the definition of such term) in an aggregate
principal amount equal to the aggregate principal amount of the Pledged Treasury
Securities in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement.  From and after such Collateral Substitution,
the Unit for which such appropriate Pledged Applicable Ownership Interest in
Debentures or the appropriate Pledged Applicable Ownership Interest in the
Treasury Portfolio (as specified in clause (i) of the definition of such
term) secures the Holder’s obligation under the Purchase Contract shall be
referred to as a “Corporate Unit.”  A Holder may make such
Collateral Substitution only in integral multiples of 20 Treasury Units for 20
Corporate Units; provided, however, that if a Special Event Redemption or a
Mandatory Redemption or a Successful Remarketing has occurred and the Treasury
Portfolio has become a component of the Corporate Units, a Holder may make such
Collateral Substitutions only in integral multiples of 20,000 Treasury Units for
20,000 Corporate Units (or such other number of Corporate Units as may be
determined by the Remarketing Agent in connection with a Successful Remarketing
of the Debentures if the Reset Effective Date is not a Payment
Date).

     

    A
Holder of a Corporate Unit may, at any time, on or prior to the seventh Business
Day immediately preceding the Purchase Contract Settlement Date, create or
recreate a Treasury Unit by substituting Treasury Securities for the Applicable
Ownership Interest in Debentures or the Applicable Ownership Interest in the
Treasury Portfolio (as specified in clause (i) of the definition of such
term) that form a part of such Corporate Unit, as the case may be, in accordance
with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

     

    Subject
to the next succeeding paragraph, the Company shall pay, on each Payment Date,
the Contract Adjustment Payments payable in respect of each Purchase Contract to
the Person in whose name the Treasury Unit Certificate evidencing such Purchase
Contract is registered on the Security Register at the close of business on the
Record Date relating to such Payment Date.  The Contract Adjustment
Payments will be payable at the Corporate Trust Office or, at the option of the
Company, by check mailed to the address of the Person entitled thereto at such
address as it appears on the Security Register or by wire transfer to an account
appropriately designated in writing by such person.

     

    The
Company shall have the right, at any time prior to the Purchase Contract
Settlement Date, to defer the payment of any or all of the Contract Adjustment
Payments otherwise payable on any Payment Date to any subsequent Payment Date,
but only if the Company shall give the Holders and the Purchase Contract Agent
written notice of its election to defer such payment (specifying the amount to
be deferred and the expected Deferral Period) as provided in the Purchase
Contract Agreement.  Any Contract Adjustment Payments so deferred
shall bear additional Contract Adjustment Payments thereon at the rate of 8.375%
per annum (computed on the basis of a 360-day year consisting of twelve 30-day
months), compounding on each succeeding Payment Date, until paid in full (such
deferred installments of Contract Adjustment Payments, if any, together with the
additional Contract Adjustment Payments accrued thereon, are referred to herein
as the “Deferred Contract Adjustment Payments”).  Deferred Contract
Adjustment Payments, if any, shall be due on the next succeeding Payment Date
except to the extent that payment is deferred pursuant to the Purchase Contract
Agreement.  No Contract

     

    B-8

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Adjustment
Payments may be deferred to a date that is after the Purchase Contract
Settlement Date.

     

    In
the event the Company exercises its option to defer the payment of Contract
Adjustment Payments, then, until the Deferred Contract Adjustment Payments have
been paid, the Company shall not declare or pay dividends on, make distributions
with respect to, or redeem, purchase or acquire, or make a liquidation payment
with respect to, any of its capital stock or make guarantee payments with
respect to the foregoing other than:

     

    (i)
purchases, redemptions or acquisitions of shares of capital stock of the Company
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 by the
Company of its obligations pursuant to any contract or security outstanding on
the date that payment of Contract Adjustment Payments are deferred requiring the
Company to purchase, redeem or acquire its capital stock,

     

    (ii)
as a result of a reclassification of the Company’s capital stock or the exchange
or conversion of all or a portion of one class or series of the Company’s
capital stock for another class or series of the Company’s capital
stock,

     

    (iii)
the purchase of fractional interests in shares of the Company’s capital stock
pursuant to the conversion or exchange provisions of the Company’s capital stock
or the security being converted or exchanged, or in connection with the
settlement of stock purchase contracts,

     

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

     

    (v)
redemptions, exchanges or repurchases of 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.

     

    The
Purchase Contracts and all obligations and rights of the Company and the Holders
thereunder, including, without limitation, the rights of the Holders to receive
and the obligation of the Company to pay any Contract Adjustment Payments or any
Deferred Contract Adjustment Payments, and the rights and obligations of the
Holders to purchase shares of Common Stock will immediately and automatically
terminate, without the necessity of any notice or action by any Holder, the
Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract
Settlement Date, a Termination Event shall have occurred.  Upon the
occurrence of a Termination Event, the Company shall promptly but in no event
later than two Business Days thereafter give written notice to the Purchase
Contract Agent, the Collateral Agent and to the Holders, at their addresses as
they appear in the Security Register.  Upon and after the occurrence
of a Termination Event, the Collateral Agent shall release the Treasury
Securities from the Pledge in accordance with the provisions of the Pledge
Agreement.

     

    B-9

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Subject
to and upon compliance with the provisions of the Purchase Contract Agreement, a
Holder of Treasury Units may settle the related Purchase Contracts in their
entirety at any time on or prior to the second Business Day immediately
preceding the first day of the Final Three-Day Remarketing Period in the manner
prescribed herein, but only in integral multiples of 20 Treasury
Units.  In order to exercise the right to effect any such early
settlement (“Early Settlement”) with respect to any Purchase Contracts evidenced
by this Treasury Unit Certificate, the Holder of this Treasury Unit Certificate
shall deliver this Treasury Unit Certificate to the Purchase Contract Agent at
the Corporate Trust Office duly endorsed for transfer to the Company or in blank
with the form of Election to Settle Early/ Fundamental Change Early Settlement
set forth below duly completed and executed and accompanied by payment (payable
to the Company in immediately available funds in an amount (the “Early
Settlement Amount”) equal to the sum of (i) $50 times the number of Purchase
Contracts being settled, plus (ii) if such delivery is made with respect to any
Purchase Contracts during the period from the close of business on any Record
Date relating to any Payment Date to the opening of business on such Payment
Date, an amount equal to the Contract Adjustment Payments payable, if any, on
such Payment Date with respect to such Purchase Contracts; provided that no
payment is required if the Company has elected to defer the Contract Adjustment
Payments which would otherwise be payable on the Payment Date.  Upon
Early Settlement of Purchase Contracts by a Holder of the related Treasury
Units, the Pledged Treasury Securities underlying such Treasury Units shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Treasury Unit as to which Early
Settlement is effected equal to the Minimum Settlement Rate; provided however,
that upon the Early Settlement of the Purchase Contracts, (i) the Holder’s right
to receive additional Contract Adjustment Payments in respect of such Purchase
Contracts will terminate, and (ii) no adjustment will be made to or for the
Holder on account of Deferred Contract Adjustment Payments, or any amount
accrued in respect of Contract Adjustment Payments.  The Early
Settlement Rate shall be adjusted in the same manner and at the same time as the
Settlement Rate is adjusted as provided in the Purchase Contract
Agreement.

     

    Upon
registration of transfer of this Treasury Unit Certificate, the transferee shall
be bound (without the necessity of any other action on the part of such
transferee, except as may be required by the Purchase Contract Agent pursuant to
the Purchase Contract Agreement), under the terms of the Purchase Contract
Agreement, the Purchase Contracts evidenced hereby and the Pledge Agreement and
the transferor shall be released from the obligations under the Purchase
Contracts evidenced by this Treasury Unit Certificate.  The Company
covenants and agrees, and the Holder, by its acceptance hereof, likewise
covenants and agrees, to be bound by the provisions of this
paragraph.

     

    The
Holder of this Treasury Unit Certificate, by its acceptance hereof, irrevocably
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts forming part of the Treasury Units evidenced hereby on its
behalf as its attorney-in-fact, (including the execution of this Treasury Unit
Certificate on behalf of such Holder), expressly withholds any consent to the
assumption of the Purchase Contracts by the Company, its trustee in bankruptcy,
receiver, liquidator or a person or entity performing similar functions, in the
event that the Company becomes a debtor under the Bankruptcy Code or subject to
other similar Federal or State law providing for reorganization or liquidation,
agrees to be bound by the terms

     

    B-10


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    and
provisions thereof, covenants and agrees to perform its obligations under such
Purchase Contracts, consents to the provisions of the Purchase Contract
Agreement, irrevocably authorizes the Purchase Contract Agent to enter into and
perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents
and agrees to be bound by the Pledge of the Treasury Securities underlying this
Treasury Unit Certificate pursuant to the Pledge Agreement.  The
Holder, by its acceptance hereof, further covenants and agrees, that, to the
extent and in the manner provided in the Purchase Contract Agreement and the
Pledge Agreement, but subject to the terms thereof, payments in respect of the
Pledged Treasury Securities on the Purchase Contract Settlement Date shall be
paid by the Collateral Agent to the Company in satisfaction of such Holder’s
obligations under such Purchase Contract and such Holder shall acquire no right,
title or interest in such payments.

     

    Subject
to certain exceptions, the provisions of the Purchase Contract Agreement may be
amended with the consent of the Holders of a majority of the Purchase
Contracts.  In addition, certain amendments to the Purchase Contract
Agreement may be made without any consent of the Holders as provided in the
Purchase Contract Agreement.

     

    THE
PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREUNDER, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION SHALL
BE MANDATORILY APPLICABLE.

     

    Prior
to due presentment of a Certificate for registration of transfer, the Company,
FPL Group Capital and the Purchase Contract Agent, and any agent of the Company,
FPL Group Capital or the Purchase Contract Agent, may treat the Person in whose
name this Treasury Unit Certificate is registered on the Security Register as
the owner of the Treasury Units evidenced hereby for the purpose of receiving
payments on the Treasury Securities, receiving payments of Contract Adjustment
Payments and any Deferred Contract Adjustment Payments, performance of the
Purchase Contracts and for all other purposes whatsoever, whether or not any
payments, distributions or performance in respect thereof shall be overdue and
notwithstanding any notice to the contrary, and neither the Company, FPL Group
Capital nor the Purchase Contract Agent nor any agent of the Company, FPL Group
Capital or the Purchase Contract Agent shall be affected by notice to the
contrary.

     

    The
Purchase Contracts shall not, prior to the settlement thereof, in accordance
with the Purchase Contract Agreement, entitle the Holder to any of the rights of
a holder of shares of Common Stock.

     

    A
copy of the Purchase Contract Agreement is available for inspection at the
offices of the Purchase Contract Agent.

     

    


     

    


     

    


     

    B-11

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ABBREVIATIONS

     

    The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

     

    
      	
              TEN
      COM —

            	
              as
      tenants in common

            
	
               

              UNIF
      GIFT MIN ACT —

            	 
      	
              Custodian

            	 
      	
              (Minor)

            
	
               
      

               

            	
              under
      Uniform Gifts to Minors Act

            	 
      	
              (State)

            
	
               

              TEN
      ENT —

            	
              as
      tenants by the entireties

            
	
               

              JT
      TEN —

            	
              as
      joint tenants with right of survivorship and not as tenants in
      common

            


    

    


    Additional
abbreviations may also be used though not in the above list.

     

    _________________________

     

    ASSIGNMENT

     

    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

    


    
      	 
      
	 
      


    

    (Please
insert Social Security or Taxpayer Identification or other Identifying Number of
Assignee)

    


     

    
      	 
      
	 
      
	 
      


    

    (Please
Print or Type Name and Address Including Postal Zip Code of
Assignee)

     

    the
within Treasury Unit Certificates and all rights thereunder, hereby irrevocably
constituting and appointing

     

    
      	 
      


    

    attorney
to transfer said Treasury Unit Certificates on the books of FPL Group, Inc. with
full power of substitution in the premises.

     

    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	
              Signature

            
	 
      	 
      	
               

              NOTICE:  The
      signature to this assignment must correspond with the name as it appears
      upon the face of the within Treasury Unit Certificates in every
      particular, without alteration or enlargement or any change
      whatsoever.

            


    

    


    
      	
              Signature
      Guarantee:

            	 
      	 
      


    

    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security 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 Security
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

     

    B-12


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SETTLEMENT
INSTRUCTIONS

     

    The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon settlement on or after the Purchase Contract Settlement Date of
the Purchase Contracts underlying the number of Treasury Units evidenced by this
Treasury Unit Certificate (after taking into account all Units then held by such
Holder) be registered in the name of, and delivered, together with a check in
payment for any fractional share, to the undersigned at the address indicated
below unless a different name and address have been indicated
below.  If shares are to be registered in the name of a Person other
than the undersigned, the undersigned will pay any transfer tax payable incident
thereto.

     

    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	
              Signature

            
	 
      	 
      	 
      
	
              Signature
      Guarantee:

            	 
      	 
      	 
      


    

    


    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security 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 Security
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

    


    
      	
              If
      shares are to be registered in the name of and delivered to a Person other
      than the Holder, please (i) print such Person’s name and address and (ii)
      provide a guarantee of your signature:

            	
              REGISTERED
      HOLDER

            


    

    Please
print name and address of Registered Holder:

    
      	 
      	 
      	 
      
	
              Name

            	 
      	
              Name

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Address

            	 
      	
              Address

            


    

    


    
      	
              Social
      Security or other Taxpayer Identification Number, if
  any

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    B-13


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ELECTION
TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT

     

    The
undersigned Holder of this Treasury Unit Certificate hereby irrevocably
exercises the option to effect [Early Settlement] [Fundamental Change Early
Settlement] in accordance with the terms of the Purchase Contract Agreement with
respect to the Purchase Contracts underlying the number of Treasury Units
evidenced by this Treasury Unit Certificate specified below.  The
undersigned Holder directs that a certificate for shares of Common Stock or
other securities deliverable upon such [Early Settlement] [Fundamental Change
Early Settlement] (after taking into account all Units of such Holder submitted
by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be
registered in the name of, and delivered, together with a check in payment for
any fractional share and any Treasury Unit Certificate representing any Treasury
Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early
Settlement] of the related Purchase Contracts is not effected, to the
undersigned at the address indicated below unless a different name and address
have been indicated below.  The Pledged Treasury Securities
deliverable upon such [Early Settlement][Fundamental Change Early Settlement]
will be transferred in accordance with the transfer instructions set forth
below.  If shares or other securities are to be registered in the name
of a Person other than the undersigned, the undersigned will pay any transfer
tax payable incident thereto.  In completing this form, you should
cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as
appropriate, if not applicable.

     

    
      	
              Dated:

            	 
      	 
      	 
      
	 	 
      	
              Signature

            


    

     

    
      	
              Signature
      Guarantee:

            	 
      	 
      


    

    


    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security 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 Security
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

     

    Number
of Units evidenced hereby as to which [Early Settlement] [Fundamental Change
Early Settlement] of the related Purchase Contracts is being
elected:

     

    
      	
              If
      shares of Common Stock or other securities or Treasury Unit Certificates
      are to be registered in the name of and delivered to and Pledged Treasury
      Securities are to be transferred to a Person other than the Holder, please
      print such Person’s name and address:

            	
               

               

               

              REGISTERED
      HOLDER

            


    

    Please
print name and address of Registered Holder:

    
      	 
      	 
      	 
      
	
              Name

            	 
      	
              Name

            
	 
      	 
      	 
      
	
              Address

               

            	 
      	
              Address

            
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    
      	
              Social
      Security or other Taxpayer Identification Number, if
  any

            


    

    


    B-14


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Transfer
Instructions for Pledged Treasury Securities transferable upon [Early
Settlement] [Fundamental Change Early Settlement]:

     

    
      	 
      
	 
      
	 
      


    

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    B-15

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [TO
BE ATTACHED TO GLOBAL CERTIFICATES]

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

     

    The
initial number of Treasury Units evidenced by this Global Certificate is
________.

     

    The
following increases or decreases in this Global Certificate have been
made:

     

    
      	
              Date

            	
              Amount
      of decrease in the number of Treasury Units evidenced by this Global
      Certificate

            	
              Amount
      of increase in the number of Treasury Units evidenced by this Global
      Certificate

            	
              Number
      of Treasury Units evidenced by this Global Certificate following such
      decrease or increase

            	
              Signature
      of authorized officer of Purchase Contract Agent

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    B-16


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

    NOTICE
TO SETTLE BY SEPARATE CASH

     

    The
Bank of New York Mellon

    [101
Barclay Street

    New
York, New York  10286

    Attention:
Corporate Trust Administration

    Telecopy:
(212) _______]

    


     

    Re:           Equity Units of FPL Group,
Inc. (the “Company”)

     

    The
undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.4 of the Purchase Contract Agreement, dated as of May 1, 2009,
among the Company, yourselves, as Purchase Contract Agent and as
Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has
elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York
City time, on the sixth Business Day immediately preceding the Purchase Contract
Settlement Date, (in lawful money of the United States by certified or cashiers
check or wire transfer, in each case in immediately available funds), $_________
as the Purchase Price for the shares of Common Stock issuable to such Holder by
the Company under the related Purchase Contracts on the Purchase Contract
Settlement Date.  The undersigned Holder hereby instructs you to
notify promptly the Collateral Agent of the undersigned Holder’s election to
make such Cash Settlement with respect to the Purchase Contracts related to such
Holder’s [Corporate Units] [Treasury Units].  In completing this form,
you should cross out “[Corporate Units]” or “[Treasury Units]”, as appropriate,
if not applicable.

     

    
      	
              Date:

            	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              Name:

            
	 
      	 
      	 
      	
              Title:

            


    

    


    
      	
              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.

     

    Please
print name and address of Registered Holder:

     

    
      	
              Name

            	 
      	 
      	
              Social
      Security or other Taxpayer Identification Number, if
any

            
	
               

              Address

            	 
      	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      


    

    


    


    


    


    


    C-1