Exhibit 4(be)


 


FPL GROUP CAPITAL INC


FPL GROUP, INC.


 


OFFICER’S CERTIFICATE


 


Creating the       
Subordinated [Debentures], Series due


 


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


 


1.                                      The securities to be issued under the
Indenture shall be designated “          
Subordinated [Debentures], Series due       ”
(the “[Debentures] of the         
Series”) and shall be issued in substantially the form set forth in Exhibit A
hereto;


 


2.                                      The [Debentures] of the         
Series shall mature and the principal shall be due and payable together
with all accrued and unpaid interest thereon on                       ,
        ;


 


3.                                      The [Debentures] of the         
Series shall bear interest as provided in the form thereof set forth as Exhibit A
hereto;


 


4.                                      Each installment of interest on a [Debenture]
of the          Series shall be
payable as provided in the form thereof set forth as Exhibit A hereto;


 


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


 


6.                                      The Regular Record Date for the interest
payable on any given Interest Payment Date with respect to the [Debentures] of
the          Series shall be the
close of business on the 15th calendar day next preceding such Interest Payment
Date, provided that if the [Debentures] of the             
Series are held by a securities depository in book-entry form, the Regular
Record Date will be the close of business on the Business Day immediately
preceding such Interest Payment Date;


 


7.                                      [Redemption provisions, if any will be
inserted];


 


8.                                      [Insert provisions for extension of the
interest payment period, if applicable];


 

















 


9.                                      So long as any [Debentures] of the         
Series are Outstanding, the failure of the Company to pay interest, if
any, on any [Debentures] of the         
Series within 30 days after the same becomes due and payable (whether or
not payment is prohibited by the subordination provisions of Article Fourteen
and Article Fifteen of the Indenture) shall constitute an Event of
Default;


 


10.                                In the event that, at any time subsequent
to the initial authentication and delivery of the [Debentures] of the         
Series, the [Debentures] of the         
Series are to be held in global form by a securities depositary, the
Company may at such time establish the matters contemplated in clause (r) in
the second paragraph of Section 301 of the Indenture in an Officer’s
Certificate supplemental to this certificate;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


	
   

  	
  By:

  	
   

  



 


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


 


 


	
   

  	
  By:

  	
   

  



 


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Exhibit A     


 


	
  No.

  	
   

  	
  CUSIP No.         

  



 


[FORM OF FACE OF SUBORDINATED [DEBENTURE]]


 


FPL GROUP CAPITAL INC


 


[              ]SUBORDINATED
[DEBENTURES], SERIES DUE


 


FPL GROUP CAPITAL INC, a corporation duly organized
and existing under the laws of the State of Florida (herein referred to as the “Company”,
which term includes any successor Person under the Indenture), for value
received, hereby promises to pay to                                   ,
or registered assigns, the principal sum of                                         
Dollars on                         
and to pay interest on said principal sum                 
on             ,             ,
             and             
of each year commencing             
(each an “Interest Payment Date”) at the rate of             %
per annum until the principal hereof is paid or made available for
payment.  [Provision for reset of
interest rate will be inserted, if applicable.] 
Interest on the Securities of this series will accrue from and including
                    ,
to and excluding the first Interest Payment Date, and thereafter will accrue
from and including the last Interest Payment Date to which interest has been
paid or duly provided for.  No interest
will accrue on the Securities with respect to the day on which the Securities
mature.  In the event that any Interest
Payment Date is not a Business Day, then payment of interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of such delay); provided,
however, that if such Business Day is in the next succeeding calendar year,
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the Interest Payment Date.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be payable to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the “Regular
Record Date” for such interest installment which shall be the close of business
on the 15th calendar day next preceding such Interest Payment Date, provided
that if the Securities are held by a securities depository in book-entry form,
the Regular Record Date will be the close of business on the Business Day
immediately preceding such Interest Payment Date, and provided further that
interest payable at Maturity or on any Redemption Date will be paid to the Person
to whom principal is payable.  Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder of this Security on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange, if any, on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture referred to on the reverse hereof.


 


Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in The City of New York, the State of New York in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that at the option of the Company, interest on this Security may be paid by
check mailed to the address of the Person entitled thereto, as such address
shall appear on the Security Register or by a wire transfer to an account
designated by the Person entitled thereto.


 


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


 


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


 


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


 


	
   

  	
  FPL GROUP CAPITAL INC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


 


[FORM OF CERTIFICATE OF AUTHENTICATION]


 


CERTIFICATE OF AUTHENTICATION


 


Dated:


 


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


 


	
   

  	
  THE BANK OF NEW YORK MELLON, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


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[FORM OF GUARANTEE]


 


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


 


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


 


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


 


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


 


The obligations evidenced by this Guarantee are, to
the extent provided in the Indenture, subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the 


 


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


 


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


 


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


 


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


 


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


 


This Guarantee shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be governed
by and construed in accordance with the laws of the State of New York.


 


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


 


	
   

  	
  FPL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


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[FORM OF REVERSE OF SUBORDINATED
[DEBENTURE]]


 


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


 


[Redemption provisions, if any, will be inserted]


 


Interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holder of such Security,
or one or more Predecessor Securities, of record at the close of business on
the related Regular Record Date referred to on the face hereof, all as provided
in the Indenture.


 


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


 


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


 


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


 


If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of and interest on the
Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount
of the Securities at the time Outstanding of all series to be affected.  The Indenture also contains provisions
permitting the Holders of 


 


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specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.


 


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


 


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


 


[insert provisions for extension of the interest
payment period, if applicable]


 


The Securities of this series are issuable only in
registered form without coupons in denominations of $[1,000][25] and integral
multiples thereof.  As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor and of authorized denominations, as
requested by the Holder surrendering the same.


 


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


 


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


 


All terms used in this Security which are defined
either in the Indenture or in the Officer’s Certificate shall have the meanings
assigned to them in the Indenture or in the Officer’s Certificate.


 


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