Exhibit 4(bq)


 


REMARKETING
AGREEMENT


 


REMARKETING AGREEMENT, dated
                        
(the “Agreement”) by and among FPL Group, Inc.,
a Florida corporation (“FPL Group”),
FPL Group Capital Inc, a Florida corporation and a wholly-owned subsidiary of FPL
Group (“FPL Group Capital”), and The Bank of
New York Mellon, not individually but solely as purchase contract agent and
attorney-in-fact of the holders of Purchase Contracts (“Purchase
Contract Agent”), and
                        
(“                        “),
as remarketing agent (the “Remarketing Agent”)
and reset agent (the “Reset Agent”).


 


WITNESSETH:


 


WHEREAS, FPL Group will
issue
$                        
aggregate stated amount (or $                        
aggregate stated amount if the overallotment option granted to the underwriters
(“Underwriters”) pursuant to the
Underwriting Agreement, dated
                        
(the “Underwriting Agreement”), among FPL
Group, FPL Group Capital and the representatives of the Underwriters, is
exercised in full) of its Equity Units (initially consisting of Corporate Units
(as defined below)) under the Purchase Contract Agreement, dated as of
                        
(the “Purchase Contract Agreement”), by and
between the Purchase Contract Agent and FPL Group; and


 


WHEREAS, the Corporate
Units will initially consist of
                        
units (or                         
units if the overallotment option granted to the Underwriters is exercised in
full) referred to as “Corporate Units”;
and


 


WHEREAS, FPL Group
Capital will issue concurrently
$                        
(or $                        
if the Underwriters’ overallotment option is exercised in full) aggregate
principal amount of its Series         Debentures
due
                        
(“Debentures”) issued pursuant to an
Indenture, dated as of June 1, 1999 (the “Indenture”),
between The Bank of New York Mellon, as Indenture Trustee, and FPL Group
Capital, and FPL Group will absolutely, irrevocably and unconditionally
guarantee the payment of principal, interest and premium, if any, on the
Debentures pursuant to the Guarantee Agreement, dated as of June 1, 1999,
between FPL Group and The Bank of New York Mellon, as guarantee trustee; and


 


WHEREAS, the Applicable
Ownership Interests in Debentures that are a component of the Corporate Units
will be pledged pursuant to the Pledge Agreement (the “Pledge
Agreement”), dated as of
                        ,
by and among FPL Group, Deutsche Bank Trust Company Americas, as collateral
agent, securities intermediary and custodial agent (the “Collateral
Agent”), and the Purchase Contract Agent, to secure a Corporate Unit
holder’s obligation to purchase common stock, $0.01 par value per share (“Common Stock”), of FPL Group under the related Purchase
Contract on the Purchase Contract Settlement Date; and


 


WHEREAS, unless a Special
Event Redemption or a Mandatory Redemption has occurred, FPL Group Capital may,
at its option and in its sole discretion, elect to remarket the Debentures
underlying the Applicable Ownership Interest in Debentures that are a component
of Corporate Units during the Period for Early Remarketing; and


 

















 


WHEREAS, unless a Special
Event Redemption or a Mandatory Redemption has occurred, or unless there has
been a Successful Remarketing during the Period for Early Remarketing, or a
Holder settles the Purchase Contract underlying a Corporate Unit through the
early delivery of cash to the Purchase Contract Agent in the manner described
in Section 5.9 or 5.6(b) of the Purchase
Contract, each Holder of a Corporate Unit must notify the Purchase Contract
Agent of its intention to effect a Cash Settlement of the Purchase Contracts on
the Purchase Contract Settlement Date, at or prior to 5:00 p.m., New York
City time, on the seventh Business Day immediately preceding the Purchase
Contract Settlement Date; and


 


WHEREAS, 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 the Purchase Contract Agreement,
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 related
Pledged Applicable Ownership Interests in Debentures pursuant to the
Remarketing; and


 


WHEREAS, holders of Separate
Debentures may elect to have their Debentures remarketed during the Period for
Early Remarketing, if FPL Group Capital elects to conduct a Remarketing during
such period, or during the Final Three-Day Remarketing Period, by providing
notice of such election on or prior to 5:00 p.m., New York City time, on
the second Business Day immediately preceding the first Remarketing Date of the
applicable Three-Day Remarketing Period, but no earlier than 5:00 p.m.,
New York City time, on the fifth Business Day immediately preceding such first
Remarketing Date of the applicable Three-Day Remarketing Period, and delivering
their Debentures to the Custodial Agent; and


 


WHEREAS, upon a
Successful Remarketing during the Period for Early Remarketing, the interest
rate on the Debentures will be reset to the Reset Rate on the Reset Effective
Date to be determined by the Reset Agent as the rate that such Debentures
should bear in order to have a price equal to or greater than 100% of the
Remarketing Treasury Portfolio Purchase Price
plus the Separate Debentures Purchase Price, plus the applicable Remarketing
Fee; provided that in the determination of such Reset Rate, FPL Group and FPL
Group Capital shall, if applicable, limit the Reset Rate to the maximum
permitted by law; and


 


WHEREAS, upon a
Successful Remarketing during the Final Three-Day Remarketing Period, the
interest rate on the Debentures will be reset to the Reset Rate on the Reset
Effective Date to be determined by the Reset Agent as the rate that such
Debentures should bear in order to have a price equal to or greater than 100% of the aggregate principal amount of the
Debentures remarketed, plus the applicable Remarketing Fee; provided that
(i) in the determination of such Reset Rate, FPL Group and FPL Group Capital
shall, if applicable, limit the Reset Rate to the maximum permitted by law and (ii) in
the event that there is no Successful Remarketing on or prior to the final
Remarketing Date, the interest rate on the Debentures will not be reset; and


 


WHEREAS, FPL Group and
FPL Group Capital have requested
                        
to act as the Reset Agent and the Remarketing Agent and in such capacities to
perform the services described herein; and


 


2

















 


WHEREAS,                         
is willing to act as Reset Agent and as Remarketing Agent and
                        
as such in each such capacity is willing to perform such duties on the terms
and conditions expressly set forth herein;


 


NOW, THEREFORE, for and in
consideration of the covenants herein made, and subject to the conditions
herein set forth, the parties hereto agree as follows:


 


Section 1.  Definitions.  Capitalized terms used and not defined in
this Agreement shall have the meanings assigned to them in the Purchase
Contract Agreement.


 


Section 2.  Appointment and Obligations of the Reset
Agent and the Remarketing Agent.  FPL
Group and FPL Group Capital hereby appoint


 


(a) and
                        
hereby accepts such appointment, as the exclusive Remarketing Agent to remarket
the Debentures (x) of Separate Debenture holders electing to have their
Debentures remarketed during a Remarketing Period and (y) (i) underlying
Pledged Applicable Ownership Interests in Debentures of all Corporate Unit
holders as to a Remarketing during the Period for Early Remarketing and (ii) underlying
Pledged Applicable Ownership Interests in Debentures, if the Remarketing is not
a Successful Remarketing during the Period for Early Remarketing, of Corporate
Unit holders who have failed to notify the Purchase Contract Agent, on or prior
to the seventh Business Day immediately preceding the Purchase Contract
Settlement Date, of their intention to settle the related Purchase Contracts
through Cash Settlement, for settlement on the Purchase Contract Settlement
Date (all such Debentures specified in clauses (x) and (y) above are
hereinafter referred to as the “Subject Debentures”),
such Remarketing in each case will be pursuant to the Supplemental Remarketing
Agreement attached hereto as Exhibit A, among FPL Group, FPL Group
Capital, the Purchase Contract Agent and the Remarketing Agent (with such
changes as FPL Group, FPL Group Capital, the Purchase Contract Agent and the
Remarketing Agent may agree upon, it being understood that changes may be
necessary in the representations, warranties, covenants and other provisions of
the Supplemental Remarketing Agreement due to changes in law or facts and
circumstances).  Pursuant to the
Supplemental Remarketing Agreement, the Remarketing Agent will agree, subject
to the terms and conditions set forth therein, that the Remarketing Agent will
use its commercially reasonable efforts to remarket the Subject Debentures


 


(i)            on each Remarketing Date, if any,
occurring during the Period for Early Remarketing, at a price equal to or
greater than 100% of the Remarketing Treasury Portfolio Purchase Price plus the
Separate Debentures Purchase Price, plus the applicable Remarketing Fee; or


 


(ii)           on each Remarketing Date, if any,
occurring during the Final Three-Day Remarketing Period, at a price equal to or
greater than 100% of the aggregate principal amount of the Subject Debentures,
plus the applicable Remarketing Fee.


 


The Remarketing Agent
shall not remarket any Subject Debentures for a price less than (x) 100%
of the Remarketing Treasury Portfolio Purchase Price plus the Separate
Debentures Purchase Price (in the case of a Remarketing during the Period for
Early Remarketing) and (y) 100% of the aggregate principal amount of the
Subject Debentures (in the 


 


3

















 


case of a
Remarketing during the Final Three-Day Remarketing Period), and shall not be
required to purchase any Subject Debentures not successfully remarketed.  The proceeds of such Remarketing shall be
paid to the Collateral Agent in accordance with Section 6.2(b) of
the Pledge Agreement and Section 4.3(b) of
the Purchase Contract Agreement (in the case of a Remarketing during the Period
for Early Remarketing) and Section 4.6
of the Pledge Agreement and Section 5.4
of the Purchase Contract Agreement (in the case of a Remarketing during the
Final Three-Day Remarketing Period) (all of which Sections are incorporated
herein by reference).  If fewer than all
of the Subject Debentures are remarketed in accordance with the terms hereof,
or a condition precedent set forth in the Purchase Contract Agreement is not
fulfilled, a Remarketing shall be deemed to have failed as to all Subject
Debentures.


 


A holder of Separate
Debentures shall have no right to have such Separate Debentures remarketed
unless (i) the Remarketing Agent conducts a Remarketing pursuant to the
terms of this Agreement, (ii) the Subject Debentures have not been called
for Mandatory Redemption or Special Event Redemption, (iii) the
Remarketing Agent is able to find a purchaser or purchasers for all Subject
Debentures, and (iv) such purchaser or purchasers deliver the purchase
price therefor to the Remarketing Agent. 
The Remarketing Agent is not obligated to purchase any Subject
Debentures that would otherwise remain unsold in a Remarketing.  The Remarketing Agent shall not be obligated
in any case to provide funds to make payment upon tender of Subject Debentures
for Remarketing.


 


Section 3.  Fees. 
With respect to a Successful Remarketing during the Period for Early
Remarketing, the Remarketing Agent shall retain as a Remarketing Fee an amount
but only to the extent that such amount may be deducted from any portion of the
proceeds from the Remarketing that is in excess of the sum of the Remarketing
Treasury Portfolio Purchase Price and the Separate Debentures Purchase Price,
equal to          basis points
(0.        %) of the aggregate of the
Remarketing Treasury Portfolio Purchase Price and the Separate Debentures
Purchase Price.  With respect to a
Successful Remarketing during the Final Three-Day Remarketing Period, the
Remarketing Agent shall retain as a Remarketing Fee an amount but only to the
extent that such amount may be deducted from any portion of the proceeds from
the Remarketing that is in excess of the aggregate principal amount of the
Subject Debentures, equal to         
basis points (0.        %) of the
aggregate principal amount of the Subject Debentures.  In addition, the Reset Agent shall receive
from FPL Group Capital a reasonable and customary fee for acting as the Reset
Agent (the “Reset Agent Fee”); provided,
however, that if the Remarketing Agent shall also act as the Reset Agent, then
the Reset Agent shall not be entitled to receive any such Reset Agent Fee.  Payment of such Reset Agent Fee, if any,
shall be made by FPL Group Capital on the Reset Effective Date in immediately
available funds or, upon the instructions of the Reset Agent, by certified or
official bank check or checks or by wire transfer.


 


Section 4.  Replacement and Resignation of Remarketing
Agent and Reset Agent.


 


(a) FPL Group and
FPL Group Capital may in their absolute discretion replace
                        
as the Remarketing Agent and/or the Reset Agent hereunder by giving notice
prior to 3:00 p.m., New York City time, on the eighth Business Day
immediately prior to any Period for Early Remarketing or the Final Three-Day
Remarketing Period.  Any such replacement
shall become effective upon FPL Group’s and FPL Group Capital’s appointment of
a successor or successors to perform the services that would otherwise be
performed hereunder 


 


4

















 


by the Remarketing
Agent and/or the Reset Agent.  Upon
providing such notice, FPL Group and FPL Group Capital shall use all reasonable
efforts to appoint such a successor or successors and to enter into a
remarketing agreement with such successor or successors as soon as reasonably
practicable.


 


(b)                         
may resign at any time and be discharged from its duties and obligations
hereunder as the Remarketing Agent and/or  the Reset
Agent by giving notice prior to 3:00 p.m., New York City time, on the
eighth Business Day immediately prior to any Period for Early Remarketing or
the Final Three-Day Remarketing Period. 
Any such resignation shall become effective upon FPL Group’s and FPL
Group Capital’s appointment of a successor or successors to perform the
services that would otherwise be performed hereunder by the Remarketing Agent
and/or the Reset Agent.  Upon receiving
notice from the Remarketing Agent and/or the Reset Agent that it wishes to
resign hereunder, FPL Group and FPL Group Capital shall appoint such a
successor or successors and enter into a remarketing agreement with it or them
as soon as reasonably practicable.


 


Section 5.  Dealing in the Securities.  The Remarketing Agent, when acting hereunder
or acting in its individual or any other capacity, may, to the extent permitted
by law, buy, sell, hold or deal in any of the Debentures, Corporate Units, Treasury
Units or any other securities of FPL Group or FPL Group Capital (collectively,
the “Securities”).  With respect to any Securities owned by it,
the Remarketing Agent may exercise any vote or join in any action with like
effect as if it did not act in any capacity hereunder.  The Remarketing Agent, in its individual
capacity, either as principal or agent, may also engage in or have an interest
in any financial or other transaction with FPL Group or FPL Group Capital as
freely as if it did not act in any capacity hereunder.


 


Section 6.  Registration Statement and Prospectus.  In connection with a Remarketing, if and to
the extent required (in the opinion of counsel for the Remarketing Agent or FPL
Group and FPL Group Capital) by applicable law, regulations or interpretations
in effect at the time of such Remarketing, FPL Group and FPL Group Capital
shall use their commercially reasonable efforts to have a registration
statement relating to the Subject Debentures effective under the Securities Act
of 1933, as amended (the “Securities Act”),
by the Business Day immediately preceding the first of the three sequential
Remarketing Dates comprising a Three-Day Remarketing Period or the Final
Three-Day Remarketing Period, as applicable, and shall furnish a current
prospectus and/or prospectus supplement to be used in such Remarketing by the
Remarketing Agent under the Supplemental Remarketing Agreement.


 


Section 7.  Conditions to the Remarketing Agent’s
Obligations.  (a) The
obligations of the Remarketing Agent to remarket and purchase the Subject
Debentures shall be subject to the terms and conditions of the Supplemental
Remarketing Agreement.


 


(b) If at any time
during the term of this Agreement, any Event of Default under the Indenture (as
defined in the Indenture), or event that with the passage of time or the giving
of notice or both would become an Event of Default under the Indenture, has
occurred and is continuing, then the obligations and duties of the Remarketing
Agent under this Agreement shall be suspended until such Event of Default or
event has been cured.  FPL Group and FPL
Group 


 


5

















 


Capital will cause
the Indenture Trustee to give the Remarketing Agent notice of all such Events
of Default and events of which the Indenture Trustee is aware.


 


Section 8.  Indemnification.  (a) FPL Group and FPL Group Capital each
severally and jointly agree to indemnify the Remarketing Agent and the Reset
Agent, and its respective affiliates, directors and officers and each person
who controls the Remarketing Agent or Reset Agent within the meaning of Section 15
of the Securities Act (each such person being an “Indemnified Party”) from and
against any and all losses, claims, damages or liabilities, joint or several,
to which such Indemnified Party may become subject under any applicable federal
or state statute, regulation or common law, and related to or arising out of
any acts or omissions of the Remarketing Agent and Reset Agent in connection
with its respective duties and obligations as contemplated by Section 2 of this Agreement and
will reimburse any Indemnified Party for all expenses (including reasonable
attorney fees and expenses) as they are incurred by them in connection with the
investigation or defense of any pending or threatened claim or any action or
proceeding arising therefrom, whether or not such Indemnified Party is a
party.  Neither FPL Group nor FPL Group
Capital will be liable to any Indemnified Party under the foregoing
indemnification provision to the extent that any loss, claim, damage, liability
or expense is found in a final judgment by a court of competent jurisdiction to
have resulted from the Remarketing Agent’s or Reset Agent’s bad faith, willful
misconduct or negligence.  FPL Group and
FPL Group Capital also agree that no Indemnified Party shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to FPL Group,
FPL Group Capital or any of their respective security holders or creditors
related to or arising out of any acts or omissions of the Remarketing Agent and
Reset Agent in connection with their respective duties and obligations as
contemplated by Section 2
hereof, except to the extent that any loss, claim, damage or liability is found
in a final judgment by a court of competent jurisdiction to have resulted from
the Remarketing Agent’s or Reset Agent’s bad faith, willful misconduct or
negligence.


 


(b)  If the
indemnification provided for in Section 8(a) shall
be unenforceable for any reason, FPL Group and FPL Group Capital each severally
and jointly agree to contribute to the losses, claims, damages and liabilities
for which such indemnification shall be unenforceable, in such proportion as
shall be appropriate to reflect (i) the relative fault of FPL Group and
FPL Group Capital on the one hand and the Remarketing Agent and/or Reset Agent,
as the case may be, on the other in connection with the acts or omissions which
have resulted in such losses, claims, damages, liabilities and expenses, (ii) the
relative benefits received by FPL Group and FPL Group Capital of the work
performed by the Remarketing Agent and Reset Agent as contemplated by the
Agreement, on the one hand, and the value of the engagement to the Remarketing
Agent and Reset Agent on the other hand, and (iii) any other relevant
equitable considerations; provided, however, that no Indemnified Party guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution with respect thereto from
any party who is not guilty of such fraudulent misrepresentation.  FPL Group and FPL Group Capital and the
Remarketing Agent and Reset Agent agree that it would not be just and equitable
if contribution pursuant to this Section 8(b) were
to be determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to above.


 


(c)  Each
Indemnified Party shall give written notice as promptly as reasonably
practicable to FPL Group and FPL Group Capital of any action commenced against
it in respect 


 


6

















 


of which
indemnification may be sought hereunder but failure to so notify FPL Group and
FPL Group Capital hereunder of any such action shall not relieve FPL Group or
FPL Group Capital of any liability hereunder except to the extent FPL Group or
FPL Group Capital is materially prejudiced as a result of such failure to
notify.  FPL Group and FPL Group Capital
may participate at their own expense in the defense of any such action and may,
at their option, jointly assume the defense thereof with counsel selected by
FPL Group and FPL Group Capital and reasonably acceptable to the Indemnified
Party who shall be a defendant in such action, and such Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it.  If the defendants in any such action include
both the Indemnified Party and FPL Group or FPL Group Capital or both and
counsel for FPL Group and/or FPL Group Capital shall have reasonably concluded
that there may be a conflict of interest involved in the representation by a
single counsel of both the Indemnified Party and FPL Group and/or FPL Group
Capital, the Indemnified Party shall have the right to select separate counsel,
satisfactory to FPL Group and FPL Group Capital, provided that, in no event
shall FPL Group and FPL Group Capital be liable for the fees and expenses of
more than one counsel separate from their own counsel in addition to local
counsel for all Indemnified Parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. 
FPL Group, FPL Group Capital, the Remarketing Agent and the Reset Agent
each agree that without the prior written consent of the other parties to such
action who are parties to this Agreement, which consent shall not be
unreasonably withheld, it will not settle, compromise or consent to the entry
of any judgment in any claim or proceeding in respect of which such party
intends to seek indemnity or contribution under the provisions of this Section 8, unless such
settlement, compromise or consent (i) includes an unconditional release of
such other parties from all liability arising out of such claim or proceeding
and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of such other parties.


 


Section 9.  Termination of Remarketing Agreement.  Unless otherwise terminated in accordance
with the provisions hereof and except as otherwise provided herein, this
Agreement shall remain in full force and effect from the date hereof until the
first day after the date on which no Debentures are outstanding, or, if
earlier, the Business Day immediately following the earlier of (i) the
Reset Effective Date or (ii) the Purchase Contract Settlement Date.  Notwithstanding any such termination, the
obligations set forth in Sections 3 and 8
hereof shall survive and remain in full force and effect until all amounts
payable under said Sections 3 and 8
shall have been paid in full.  In
addition, each former Remarketing Agent and Reset Agent shall be entitled to
the rights and benefits, and subject to the obligations, under Section 8 hereof,
notwithstanding any such termination or the replacement or resignation of such
Remarketing Agent or Reset Agent.


 


Section 10.  Performance; Duty of Care.  The duties and obligations of the Remarketing
Agent and of the Reset Agent hereunder shall be determined solely by the
express provisions of this Agreement and the Supplemental Remarketing
Agreement.


 


Section 11.  Governing Law.  THIS AGREEMENT 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, 


 


7

















 


EXCEPT TO THE
EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION SHALL BE MANDATORILY APPLICABLE.


 


Section 12.  Successors and Assigns.  The rights and obligations of FPL Group or
FPL Group Capital hereunder may not be assigned or delegated to any other
person without the prior written consent of the Remarketing Agent, the Reset
Agent and the Purchase Contract Agent. 
The rights and obligations of the Remarketing Agent or the Reset Agent hereunder
may not be assigned or delegated to any other person without the prior written
consent of FPL Group and FPL Group Capital. 
This Agreement shall inure to the benefit of and be binding upon FPL
Group, FPL Group Capital, the Purchase Contract Agent, the Remarketing Agent
and the Reset Agent, and their respective successors and assigns.  The terms “successors” and “assigns” shall
not include any purchaser of Securities merely because of such purchase.


 


Section 13.  Headings.  Section headings have been inserted in
this Agreement as a matter of convenience of reference only, and it is agreed
that such section headings are not a part of this Agreement and will not be
used in the interpretation of any provision of this Agreement.


 


Section 14.  Severability.  If any provision of this Agreement shall be
held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provisions of any constitution, statute, rule or
public policy or for any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstances or jurisdiction, or of rendering
any other provision or provisions of this Agreement invalid, inoperative or
unenforceable to any extent whatsoever.


 


Section 15.  Counterparts.  This Agreement may be executed in any number
of counterparts by the parties hereto, 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 16.  Amendments.  This Agreement may be amended by any
instrument in writing signed by the parties hereto.


 


Section 17.  Notices.  Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or pursuant
hereto shall be made in writing or transmitted by any standard form of
telecommunication, including telephone or telecopy, and confirmed in
writing.  All written notices and
confirmations of notices by telecommunication shall be deemed to have been
validly given or made when delivered or mailed, by registered or certified
mail, return receipt requested and postage prepaid or transmitted by facsimile.  All such notices, requests, consents or other
communications shall be addressed as follows: if to FPL Group or FPL Group
Capital, to FPL Group, Inc., 700 Universe Boulevard, Juno Beach, Florida
33408, Attention:  Treasurer; if to the
Remarketing Agent or the Reset Agent,
                        ,
                        ,
                        ,                          
        , Attention:
                        ;
and if to the Purchase Contract Agent, The Bank of New York Mellon,
101 Barclay Street, Floor 8W, New York, New York 10286, Attention:
Corporate Trust 


 


8

















 


Administration, or
to such other address, or such facsimile number, as any of the above shall
specify to the others in writing.


 


9

















 


IN WITNESS WHEREOF, each
of FPL Group, FPL Group Capital, the Remarketing Agent, the Reset Agent and the
Purchase Contract Agent has caused this Remarketing Agreement to be executed in
its name and on its behalf by one of its duly authorized officers as of the
date first above written.


 


	
   

  	
   

  	
  FPL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FPL GROUP CAPITAL INC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONFIRMED AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ,

  	
   

  	
   

  
	
  as Remarketing Agent
  and Reset Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK
  MELLON

  	
   

  	
   

  
	
  not individually but
  solely as Purchase Contract Agent and as attorney-in-fact for the holders of
  the Purchase Contracts

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


10














 


Exhibit A to


Remarketing Agreement


 


FORM OF SUPPLEMENTAL REMARKETING AGREEMENT


 


This Supplemental Remarketing Agreement (this “Agreement”) supplements a Remarketing Agreement, dated
                    ,
among the parties hereto (the “Remarketing Agreement”),
and the terms hereof together with the terms of the Remarketing Agreement
constitute the entire agreement among the parties with respect to the
Remarketing of the Subject Debentures described in Schedule I hereto. 
                        
(the “Remarketing Agent”) hereby agrees,
subject to the terms and conditions herein set forth or incorporated herein, to
use its commercially reasonable efforts to remarket the Subject
Debentures.  All such Subject Debentures
have been tendered for Remarketing by the holders thereof who have elected to
have their Separate Debentures remarketed during the Period for Early
Remarketing or during the Final Three-Day Remarketing Period, or are Debentures
underlying the Pledged Applicable Ownership Interests in Debentures of Holders
of Corporate Units with respect to a Remarketing during the Period for Early
Remarketing, or are Debentures underlying the Pledged Applicable Ownership
Interests in Debentures of Holders of Corporate Units who have not given notice
that they intend to effect a Cash Settlement of the Purchase Contracts that are
a component of their Corporate Units in accordance with the Purchase Contract
Agreement with respect to a Remarketing during the Final Three-Day Remarketing
Period and have not early settled their Purchase Contracts, and such Debentures
have not been called for Mandatory Redemption or Special Event Redemption.


 


1.                                       Definitions. 
Terms defined in the Remarketing Agreement are used herein with the
meaning ascribed to them therein. 
Capitalized terms used and not defined in this Agreement or the
Remarketing Agreement shall have the meanings assigned to them in the Purchase
Contract Agreement or the Underwriting Agreement.


 


2.                                       Registration Statement and Prospectus. 
If required (in the opinion of counsel to either the Remarketing Agent
or FPL Group and FPL Group Capital) by applicable law, regulations or
interpretations currently in effect, FPL Group and FPL Group Capital have filed
with the Securities and Exchange Commission (“Commission”), and there has
become effective, a registration statement on Form S-3
[(Nos. 333-                    ],
including a prospectus, relating to the Subject Debentures.  Such registration statement, if any, and the
documents incorporated by reference therein, as amended to the date of this
Agreement, is hereinafter referred to as the “Registration
Statement,” and the prospectus included in the Registration
Statement, as amended or supplemented to the date of this Agreement to relate
to the Subject Debentures and to the Remarketing of the Subject Debentures and
the documents incorporated by reference therein, is hereinafter referred to as
the “Prospectus.”


 


3.                                       Provisions Incorporated by Reference.


 


(a)  If the
Remarketing Agent has determined, based on advice of counsel, that applicable
law, regulations or interpretations of the Commission make it necessary or
advisable to deliver a current prospectus or other offering document in
connection with this Remarketing, 


 

















 


the entirety of
the Underwriting Agreement (other than the Schedules thereto and Sections 1, 5,
6, 9
and 12 thereof and Subsections
7(f), 7(j), 8(g) and 10(b) thereof)
shall be incorporated by reference into this Agreement and, to the extent they
are relevant to a Remarketing of the Subject Debentures, made applicable
hereto, except as explicitly amended hereby; provided that (i) the
following sentence shall be added at the beginning of Section 3(c):  “The Remarketing Agreement, as supplemented
by the Supplemental Remarketing Agreement, constitutes a valid and binding
obligation of FPL Group Capital.” (ii) the following sentence shall be
added at the beginning of Section 4(e):  “The Remarketing Agreement, as supplemented
by the Supplemental Remarketing Agreement, constitutes a valid and binding
agreement of FPL Group.” and (iii) the following Section 11
shall replace Section 11 of the
Underwriting Agreement in its entirety:


 


“11.     Indemnification.


 


(a) FPL Group and FPL Group Capital, jointly and
severally, agree to indemnify and hold harmless the Remarketing Agent, each
officer and director of the Remarketing Agent and each person who controls the
Remarketing Agent within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act against any and all losses, claims,
damages or liabilities to which it may become subject under the Securities Act
or any other statute or common law and to reimburse the Remarketing Agent,
officer, director and controlling person for any legal or other expenses
(including, to the extent hereinafter provided, reasonable counsel fees) when
and as incurred by them in connection with investigating any such losses,
claims, damages or liabilities or in connection with defending any actions,
insofar as such losses, claims, damages, liabilities, expenses or actions arise
out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, including all
Incorporated Documents, or in the Registration Statement, the Pricing
Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the indemnity agreement contained in this subsection (a) of Section 11
shall not apply to any such losses, claims, damages, liabilities, expenses or
actions arising out of, or based upon, any such untrue statement or alleged
untrue statement, or any such omission or alleged omission, if such statement
or omission was made in reliance upon and in conformity with information
furnished in writing, to FPL Group or FPL Group Capital by or on behalf of the
Remarketing Agent, expressly for use in connection with the preparation of any
preliminary prospectus, the Registration Statement, the Pricing Prospectus, the
Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement
to any thereof, or arising out of, or based upon, statements in or omissions
from the Statements of Eligibility; and provided, further, that the indemnity
agreement contained in this subsection (a) of Section 11
in respect of any preliminary prospectus, the Pricing Prospectus, any Issuer
Free Writing Prospectus or the Prospectus shall not inure to the benefit of the
Remarketing Agent (or of any officer or director or person controlling the
Remarketing Agent) on account of any such losses, claims, damages, liabilities,
expenses or actions arising from the remarketing of the Subject Debentures to
any 


 


A-2

















 


person in respect of any preliminary prospectus, the
Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus, each
as may be then supplemented or amended, furnished by the Remarketing Agent to a
person to whom any of the Subject Debentures were remarketed (excluding in all
cases, however, any document then incorporated by reference therein), insofar
as such indemnity relates to any untrue or misleading statement made in or
omission from such preliminary prospectus, Pricing Prospectus, Issuer Free
Writing Prospectus or Prospectus, if a copy of a supplement or amendment to
such preliminary prospectus, Pricing Prospectus, Prospectus or Issuer Free
Writing Prospectus (excluding in all cases, however, any document then
incorporated by reference therein) (i) is furnished on a timely basis by
FPL Group Capital or FPL Group to the Remarketing Agent, (ii) is required
by law or regulation to have been conveyed to such person by or on behalf of
such Remarketing Agent, at or prior to the entry into the contract of sale with
respect to the Subject Debentures with such person, but was not so conveyed
(which conveyance may be oral or written) by or on behalf of the Remarketing
Agent and (iii) would have cured the defect giving rise to such loss, claim,
damage or liability.  The indemnity
agreement of FPL Group and FPL Group Capital contained in this subsection (a) of Section 11
and the representations and warranties of FPL Group and FPL Group Capital
contained in Sections 3 and 4 hereof, respectively, shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of any Underwriter, or any such officer, director or controlling
person, and shall survive the remarketing of the Subject Debentures.  The Remarketing Agent agrees promptly to
notify each of FPL Group and FPL Group Capital, and each other Underwriter, of
the commencement of any litigation or proceedings against it or any such
officer, director or controlling person in connection with the remarketing of
the Subject Debentures.


 


(b) The Remarketing Agent agrees to indemnify and
hold harmless each of FPL Group and FPL Group Capital, their respective
officers and directors, and each person who controls FPL Group or FPL Group
Capital, as the case may be, within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Securities Act or other statute or common
law and to reimburse each of them for any legal or other expenses (including,
to the extent hereinafter provided, reasonable counsel fees) when and as
incurred by them in connection with investigating any such losses, claims,
damages or liabilities or in connection with defending any actions, insofar as
such losses, claims, damages, liabilities, expenses or actions arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus, the Registration Statement, the
Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon and in conformity with
information furnished in writing to FPL Group or FPL Group Capital by or on
behalf of the Remarketing Agent expressly for use in connection with the 


 


A-3

















 


preparation of any preliminary prospectus, the
Registration Statement, the Pricing Prospectus, the Prospectus or any Issuer
Free Writing Prospectus or any amendment or supplement to any thereof.  The Remarketing Agent hereby furnishes to FPL
Group and FPL Group Capital in writing expressly for use in the preliminary
prospectus, the Registration Statement, the Pricing Prospectus, the Prospectus
and any Issuer Free Writing Prospectus: [insert information provided by the
Remarketing Agent, if any].  FPL Group
and FPL Group Capital each acknowledge that the statements identified in the
preceding sentence[s] constitute the only information furnished in writing by
or on behalf of the Remarketing Agent expressly for inclusion in any
preliminary prospectus, the Registration Statement, the Pricing Prospectus, the
Prospectus or any Issuer Free Writing Prospectus.  The indemnity agreement of the Remarketing
Agent contained in this subsection (b) of Section 11
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of FPL Group, FPL Group Capital or any of
their respective officers or directors or any such controlling person, and
shall survive the remarketing of the Subject Debentures.  FPL Group and FPL Group Capital agree
promptly to notify the Remarketing Agent of the commencement of any litigation
or proceedings against FPL Group, FPL Group Capital (or any controlling person
of either thereof) or any of their respective officers or directors in
connection with the remarketing of the Subject Debentures.


 


(c) FPL Group, FPL Group Capital and the
Remarketing Agent each agree that, upon the receipt of notice of the
commencement of any action against it, its officers and directors, or any
person controlling it as aforesaid, in respect of which indemnity or
contribution may be sought under the provisions of this Section 11,
it will promptly give written notice of the commencement thereof to the party
or parties against whom indemnity or contribution shall be sought thereunder,
but the omission so to notify such indemnifying party or parties of any such
action shall not relieve such indemnifying party or parties from any liability
which it or they may have to the indemnified party otherwise than on account of
this indemnity agreement.  In case such
notice of any such action shall be so given, such indemnifying party or parties
shall be entitled to participate at its own expense in the defense or, if it so
elects, to assume (in conjunction with any other indemnifying parties) the
defense of such action, in which event such defense shall be conducted by
counsel chosen by such indemnifying party or parties and reasonably
satisfactory to the indemnified party or parties who shall be defendant or
defendants in such action, and such defendant or defendants shall bear the fees
and expenses of any additional counsel retained by them; but if the
indemnifying party or parties shall elect not to assume the defense of such
action, such indemnifying party will reimburse such indemnified party or
parties for the reasonable fees and expenses of any counsel retained by them;
provided, however, if the defendants in any such action include both the
indemnified party and the indemnifying party and counsel for the indemnifying
party shall have reasonably concluded that there may be a conflict of interest
involved in the representation by such counsel of both the indemnifying party
and the indemnified party, the indemnified party or parties shall have the
right to select separate counsel, satisfactory to the indemnifying party or
parties, to participate in 


 


A-4

















 


the defense of such action on behalf of such
indemnified party or parties at the expense of the indemnifying party or
parties (it being understood, however, that the indemnifying party or parties
shall not be liable for the expenses of more than one separate counsel
representing the indemnified parties who are parties to such action).  FPL Group, FPL Group Capital and the
Remarketing Agent each agree that without the prior written consent of the
other parties to such action who are parties to this agreement, which consent
shall not be unreasonably withheld, it will not settle, compromise or consent
to the entry of any judgment in any claim or proceeding in respect of which
such party intends to seek indemnity or contribution under the provisions of
this Section 11, unless such
settlement, compromise or consent (i) includes an unconditional release of
such other parties from all liability arising out of such claim or proceeding
and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of such other parties.


 


(d) If, or to the extent, the indemnification
provided for in subsections (a) or (b) above
shall be unenforceable under applicable law by an indemnified party, each
indemnifying party agrees to contribute to such indemnified party with respect
to any and all losses, claims, damages, liabilities and expenses for which each
such indemnification provided for in subsections (a) or (b) above
shall be unenforceable, in such proportion as shall be appropriate to reflect (i)
the relative fault of FPL Group and FPL Group Capital on the one hand and the
Remarketing Agent and/or Reset Agent, as the case may be, on the other in
connection with the statements or omissions which have resulted in such losses,
claims, damages, liabilities and expenses, (ii) the relative benefits received
by FPL Group and FPL Group Capital on the one hand and the Remarketing
Agent on the other hand from the remarketing of the Subject Debentures pursuant
to this agreement, and (iii) any other relevant equitable considerations;
provided, however, that no indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution with respect thereto from any
indemnifying party not guilty of such fraudulent misrepresentation.  Relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by FPL Group and FPL Group
Capital or the Remarketing Agent and Reset Agent and each such party’s relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission.  FPL
Group, FPL Group Capital and the Remarketing Agent agree that it would not be
just and equitable if contribution pursuant to this subsection
(d) were to be determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above. 
Notwithstanding the provisions of this subsection
(d), the Remarketing Agent shall not be required to contribute
in excess of the amount equal to the excess of (i) the total price at which the
Subject Debentures remarketed by it were offered, over (ii) the amount of
any damages which the Remarketing Agent has otherwise been required to pay by
reason of any such untrue or alleged untrue statement or omission or alleged
omission.”


 


A-5

















 


(b)  To the extent
the Underwriting Agreement is applicable hereto, references therein to (i) the
“Underwriter” or “Underwriters” or the “Representative” or “Representatives”,
as the case may be, shall be deemed to refer to the Remarketing Agent; (ii) “Securities”
shall be deemed to refer to the Subject Debentures; (iii) “this Agreement”
shall be deemed to refer to the Remarketing Agreement as supplemented by this
Agreement, (iv) “the date hereof” shall be deemed to refer to the date of
a Successful Remarketing, and (v) “Closing Date” shall be deemed to refer
to the Remarketing Closing Date specified in Schedule I hereto (the “Remarketing Closing Date”). 
To the extent the provisions of the Underwriting Agreement refer to the “preliminary
prospectus,” “Prospectus,” the “Registration Statement,” the “Pricing
Disclosure Package,” and a “Free Writing Prospectus,” such references shall be
deemed to (i) refer to any preliminary prospectus, prospectus,
registration statement or free writing prospectus, or other offering document,
that FPL Group and FPL Group Capital are required to prepare or file with
respect to the Subject Debentures, or the documents which constitute the
pricing disclosure package with respect to the Subject Debentures, pursuant to
applicable law, regulations or interpretations of the Commission in effect at
the time of the Remarketing of such Subject Debentures, including all documents
incorporated by reference therein and (ii) refer to each such document as
amended or supplemented to the  date of a
Successful Remarketing.  The term “Incorporated
Documents” in the Underwriting Agreement shall be deemed to include those filed
and incorporated through the date hereof. 
References to issuance and/or sale of Debentures shall be deemed to
refer to Remarketing of the Subject Debentures.


 


4.                                       Purchase and Sale; Remarketing Fee. 
Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth or incorporated herein, the
Remarketing Agent agrees to use its commercially reasonable efforts to remarket,
and to purchase from the registered holder or holders thereof in the manner
specified in Section 5 hereof, the
principal amount of the Subject Debentures set forth in Schedule I hereto at a
price equal to or greater than 100% of [the Remarketing Treasury Portfolio Purchase
Price plus the Separate Debentures Purchase Price](1) [the aggregate principal
amount of the Subject Debentures](2) plus the applicable Remarketing Fee.  In connection therewith, under the terms of
the Debentures the registered holder or holders thereof has/have agreed, in the
manner, and from the portion of the proceeds, specified in Section 5
hereof, to pay to the Remarketing Agent a Remarketing Fee equal to
         basis points
(0.        %) of [the Remarketing
Treasury Portfolio Purchase Price plus the Separate Debentures Purchase Price]
[the aggregate principal amount of the Subject Debentures].  If fewer than all of the Subject Debentures
are remarketed in accordance with the terms hereof, or a condition precedent
set forth in the Purchase Contract Agreement is not fulfilled, the Remarketing
shall be deemed to have failed as to all Subject Debentures.


 


5.                                       Delivery and Payment. 
Delivery of payment for the remarketed Subject Debentures and payment of
the Remarketing Fee shall be made on the Remarketing Closing Date (as defined
in Schedule I hereto) at the location and time specified in Schedule I hereto,
which date and time may be postponed by agreement among the Remarketing Agent,
FPL Group, FPL Group Capital and the registered holder or holders of the
Subject Debentures.  Delivery of the 


 






(1) With respect to a Successful Remarketing
during the Period for Early Remarketing.


(2) With respect to a Successful Remarketing
during the Final Three-Day Remarketing Period.


 


A-6

















 


Subject Debentures to be remarketed shall be made by
the Collateral Agent and the Custodial Agent, as applicable, to the Remarketing
Agent on the Business Day immediately preceding the first Remarketing Date of
the applicable Three-Day Remarketing Period selected by FPL Group Capital
pursuant to the Officer’s Certificate. 
Upon a successful Remarketing, the Remarketing Agent may deduct the
Remarketing Fee from any amount of such Remarketing proceeds in excess of the
[Treasury Portfolio Purchase Price plus the Separate Debentures Purchase Price]
[aggregate principal amount of the Subject Debentures] or, if the remarketed
Debentures are represented by a Global Security, payment of the Remarketing Fee
may be made by any method of transfer agreed upon by the Remarketing Agent and
the Depositary for the Debentures under the Indenture.


 


If the Debentures are not represented by a Global
Security, certificates for the Debentures shall be registered in such names and
denominations as the Remarketing Agent may request, and FPL Group Capital
agrees to have such certificates available for inspection, packaging and
checking by the Remarketing Agent in New York, New York not later than 1:00 p.m.
on the Business Day prior to the Remarketing Closing Date.


 


6.                                       Notices.  Unless
otherwise specified, any notices, requests, consents or other communications
given or made hereunder or pursuant hereto shall be made in writing or
transmitted by any standard form of telecommunication, including telephone,
telegraph or telecopy, and confirmed in writing.  All written notices and confirmations of
notices by telecommunication shall be deemed to have been validly given or made
when delivered or mailed, by registered or certified mail, return receipt
requested and postage prepaid or transmitted by facsimile.  All such notices, requests, consents or other
communications shall be addressed as follows: if to FPL Group or FPL Group
Capital, to FPL Group, Inc., 700 Universe Boulevard, Juno Beach Florida
33408, Attention: Treasurer; if to the Remarketing Agent or the Reset Agent, to
                        ,
                        ,
                        ,
                        
          , Attention:
                        ;
and if to the Purchase Contract Agent, The Bank of New York Mellon,
101 Barclay Street, Floor 8W, New York, New York 10286, Attention:
Corporate Trust Administration, or to such other address or such facsimile
number as any of the above shall specify to the other in writing.


 


7.                                       Termination. 
This agreement may be terminated by the Remarketing Agent by delivering
written notice thereof to FPL Group and FPL Group Capital, at any time prior to
the Reset Effective Date if after the date hereof and at or prior to the Reset
Effective Date:


 


(a) (i) there
shall have occurred any general suspension of trading in securities on The New
York Stock Exchange, Inc. (the “NYSE”) or there
shall have been established by the NYSE or by the Commission or by any federal
or state agency or by the decision of any court any limitation on prices for
such trading or any general restrictions on the distribution of securities, or
trading in any securities of FPL Group or FPL Group Capital shall have been
suspended or limited by any exchange located in the United States or on the over-the-counter
market located in the United States or a general banking moratorium declared by
New York or federal authorities or (ii) there shall have occurred any
material adverse change in the financial markets in the United States, any
outbreak of hostilities, including, but not limited to, an escalation of
hostilities which existed prior to the date of this Agreement, any other
national or international calamity or crisis or any material 


 


A-7

















 


adverse change in financial, political or economic conditions affecting
the United States, the effect of any such event specified in this clause (ii) being
such as to make it, in the reasonable judgment of the Remarketing Agent,
impracticable or inadvisable to proceed with the Remarketing of the Subject
Debentures as contemplated in the Pricing Disclosure Package or for the
Remarketing Agent to enforce contracts for the Remarketing of the Subject
Debentures, or


 


(b) (i) there
shall have been any downgrading or any notice of any intended or potential
downgrading in the ratings accorded to the Debentures or any securities of FPL
Group Capital which are of the same class as the Debentures by either Moody’s
Investors Service, Inc. (“Moody’s”) or
Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. (“S&P”), or (ii) either
Moody’s or S&P shall have publicly announced that either has under
surveillance or review, with possible negative implications, its ratings of the
Debentures or any securities of FPL Group Capital which are of the same class
as the Debentures, the effect of any such event specified in (i) or (ii) above
being such as to make it, in the reasonable judgment of the Remarketing
Agreement, impracticable or inadvisable to proceed with the Remarketing of the
Subject Debentures as contemplated in the Pricing Disclosure Package or for the
Remarketing Agent to enforce contracts for the Remarketing of the Subject
Debentures.


 


This Agreement may also be terminated at any time
prior to the Reset Effective Date, if in the judgment of the Remarketing Agent
the subject matter of any amendment or supplement to the Registration Statement
or the Prospectus or any Issuer Free Writing Prospectus prepared and furnished
by FPL Group and FPL Group Capital after the date of this Agreement reflects a
material adverse change in the business, properties or financial condition of
FPL Group and its subsidiaries taken as a whole or FPL Group Capital and its
subsidiaries taken as a whole which renders it either inadvisable to proceed
with such Remarketing, if any, or inadvisable to proceed with the delivery of,
or to enforce contracts for the Remarketing of, the Subject Debentures to be
remarketed hereunder.  Any termination of
this Agreement pursuant to this Section 7
shall be without liability of any party to any other party except as otherwise
provided in subsections
        and
        of Section     hereof.


 


8.                                       Counterparts. 
This Agreement may be executed in counterparts, each of which shall be
regarded as an original and all of which shall constitute one and the same
document.


 


A-8

















 


If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall represent a
binding agreement among FPL Group, FPL Group Capital, the Remarketing Agent and
the Purchase Contract Agent.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FPL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FPL GROUP CAPITAL INC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  CONFIRMED AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  as Remarketing Agent
  and Reset Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK
  MELLON

  	
   

  	
   

  
	
  not individually but
  solely as Purchase Contract Agent and as attorney-in-fact for the holders of
  the Purchase Contracts

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


A-9

















 


SCHEDULE I


 


Title of Subject
Debentures:  Series         Debentures
due                         .


 


Maturity of Subject
Debentures:


 


Principal Amount of
Subject Debentures:


 


Reset Rate:
              %


 


Underwriting Agreement,
dated                        ,
among FPL Group, FPL Group Capital, and                         ,
as representatives of the underwriters named therein.


 


Remarketing Fee:
           % 
($          )


 


Remarketing Closing Date,
Time and Location:


 


Include additional pricing information


 


A-10