Form of Preferred Stock Underwriting Agreement

EX-1.(G) 3 exhibit_1g.htm FORM OF PREFERRED STOCK UNDERWRITING AGREEMENT Form of Preferred Stock Underwriting Agreement

Exhibit 1(g)

FPL Group, Inc.

[²FPL Group Capital Inc]

Preferred Stock

______________________________

UNDERWRITING AGREEMENT

______________________________

[Date]

To the Representatives named in Schedule I

hereto of the Underwriters

named in Schedule II hereto

Ladies and Gentlemen:

1. Introductory. [¹ FPL Group, Inc., a Florida corporation (“FPL Group”), proposes to issue and sell shares of FPL Group’s serial preferred stock, $.01 par value, with the terms and in the amount specified in Schedule I hereto (the “Preferred Stock” or the “Shares”).] [² FPL Group Capital Inc, a Florida corporation (“FPL Group Capital”) and a [wholly-owned] subsidiary of FPL Group, Inc., a Florida corporation (“FPL Group”), proposes to issue and sell shares of FPL Group Capital’s preferred stock, $.01 par value, with the terms and in the amount specified in Schedule I hereto (the “Preferred Stock” or the “Shares”). The Preferred Stock will be fully and unconditionally guaranteed by FPL Group pursuant to and in accordance with the terms of the Guarantee Agreement, dated as of _________, ____, between FPL Group and the holders of the Preferred Stock (the “Guarantee Agreement”).] [¹FPL Group hereby confirms its agreement with the several Underwriters (as defined below) as set forth herein.] [²Each of FPL Group and FPL Group Capital hereby confirms its agreement with the several Underwriters (as defined below) as set forth herein.]

The term “Underwriters” as used herein shall be deemed to mean the entity or several entities named in Schedule II hereto and any underwriter substituted as provided in Section [5] hereof, and the term “Underwriter” shall be deemed to mean one of such Underwriters. If the entity or entities listed in Schedule I hereto (the “Representatives”) are the same as the entity or entities listed in Schedule II hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such entity or entities. The Representatives represent that they have been authorized by each Underwriter to enter into this agreement on behalf of such Underwriter and to act for it in the manner herein provided. All obligations of the

¹	For use in connection with Preferred Stock of FPL Group.

²	For use in connection with Preferred Stock of FPL Group Capital.

Underwriters hereunder are several and not joint. If more than one entity is named in Schedule I hereto, any action under or in respect of this agreement may be taken by such entities jointly as the Representatives or by one of the entities acting on behalf of the Representatives and such action will be binding upon all the Underwriters.

2. [²Representations and Warranties of FPL Group Capital. FPL Group Capital represents and warrants to the several Underwriters that:

(a) FPL Group Capital has filed with the Securities and Exchange Commission (the “Commission”) a joint registration statement [, as amended,] with FPL Group, FPL Group Capital Trust II, FPL Group Capital Trust III (together with FPL Group Capital Trust II, “FPL Group Capital Trust”), FPL Group Trust I, FPL Group Trust II (together with FPL Group Trust I, “FPL Group Trust”), Florida Power & Light Company, Florida Power & Light Company Trust I and Florida Power & Light Company Trust II (together with Florida Power & Light Company Trust I, “Florida Power & Light Company Trust”, and together with FPL Group Capital Trust and FPL Group Trust, collectively the “Trusts”) on Form S-3, including a prospectus (Registration Statement Nos. 333-_______, 333-______-01, 333-_______-02, 333-_______-03, 333-_______-04, 333-_______-05, 333-_______-06, 333-_______-07 and 333-_______-08) (“Registration Statement No. 333-______”), for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (a) an unspecified aggregate amount of (i) senior debt securities of FPL Group Capital (“FPL Group Capital Senior Debt Securities”), (ii) FPL Group’s shares of common stock, $.01 par value (the “Common Stock”), (iii) shares of FPL Group’s preferred stock, $.01 par value (“FPL Group Preferred Stock”), (iv) the Preferred Stock, (v) contracts to purchase Common Stock or FPL Group Preferred Stock or other agreements or instruments requiring FPL Group to issue Common Stock or FPL Group Preferred Stock (collectively, “Stock Purchase Contracts”), (vi) units, each representing ownership of a Stock Purchase Contract and any of debt securities of FPL Group Capital, debt securities of FPL Group, FPL Group Trust Preferred Trust Securities (as defined below), FPL Group Capital Preferred Trust Securities (as defined below) or debt securities of third parties, including U.S. Treasury securities (“Stock Purchase Units”), (vii) junior subordinated debentures of FPL Group Capital (“FPL Group Capital Junior Subordinated Debentures”), (viii) junior subordinated debentures of FPL Group (“FPL Group Junior Subordinated Debentures”), (ix) senior debt securities of FPL Group (“FPL Group Senior Debt Securities”), (x) preferred trust securities of FPL Group Capital Trust II (“FPL Group Capital Trust II Preferred Trust Securities”), (xi) preferred trust securities of FPL Group Capital Trust III (together with FPL Group Capital Trust II Preferred Trust Securities, the “FPL Group Capital Trust Preferred Trust Securities”), (xii) preferred trust securities of FPL Group Trust I (“FPL Group Trust I Preferred Trust Securities”), and (xiii) preferred trust securities of FPL Group Trust II (together with FPL Group Trust I Preferred Trust Securities, “FPL Group Trust Preferred Trust Securities”), (b) guarantees of FPL Group (“FPL Group Guarantees”) related to the FPL Group Capital Senior Debt Securities, FPL Group Capital Junior Subordinated Debentures, Preferred Stock, FPL Group Capital Trust Preferred Trust Securities and FPL Group Trust Preferred Trust Securities, (c) an unspecified aggregate amount of (i) first mortgage bonds of Florida Power & Light Company (“Bonds”), (ii) shares of Florida Power & Light Company’s serial Preferred Stock, $100 par value (“Serial Preferred Stock”) and

shares of Florida Power & Light Company’s Preferred Stock without par value (“No Par Preferred Stock,” and together with the Serial Preferred Stock, “Florida Power & Light Company Preferred Stock”), (iii) junior subordinated debentures of Florida Power & Light Company (“Florida Power & Light Company Junior Subordinated Debentures”), (iv) preferred trust securities of Florida Power & Light Company Trust I (“Florida Power & Light Company Trust I Preferred Trust Securities”) and (v) preferred trust securities of Florida Power & Light Company Trust II (together with Florida Power & Light Company Trust I Preferred Trust Securities, “Florida Power & Light Company Trust Preferred Trust Securities”), and (d) guarantee of Florida Power & Light Company related to the Florida Power & Light Company Trust Preferred Trust Securities (the “Florida Power & Light Company Trust Guarantee”). Such registration statement has become effective and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of FPL Group Capital, threatened by the Commission. References herein to the term “Registration Statement” as of any given time shall mean Registration Statement No. 333-_______, as amended or supplemented to such time, including all documents incorporated by reference therein as of such time pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any prospectus, preliminary prospectus supplement or prospectus supplement relating to the Shares deemed to be a part thereof pursuant to Rule 430B that has not been superseded or modified. References herein to the term “Registration Statement” without reference to a time means the Registration Statement as of ____ [A.M./P.M.], New York City time, on [the date hereof] (which date and time is the earlier of the date and time of (x) the first use of the preliminary prospectus supplement relating to the Shares and (y) the first contract of sale of the Shares), which time shall be considered the “Effective Date” of the Registration Statement. For purposes of the definitions of “Registration Statement” in the preceding two sentences, information contained in any prospectus, preliminary prospectus supplement or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. References herein to the term “Pricing Prospectus” shall mean the prospectus relating to FPL Group, FPL Group Capital, FPL Group Trust and FPL Group Capital Trust forming a part of Registration Statement No. 333-______ (the “Base Prospectus”), including all Incorporated Documents and any prospectus or prospectus supplement relating to the Shares deemed to be a part of such registration statement that has not been superseded or modified. For purposes of the definition of “Pricing Prospectus” with respect to a particular offering of the Preferred Stock, information contained in a prospectus or prospectus supplement (other than a prospectus or prospectus supplement that relates only to securities issued by Florida Power & Light Company, Florida Power & Light Company Trust, FPL Group Capital Trust or FPL Group Trust or to securities issued by FPL Group or FPL Group Capital other than the Shares) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Pricing Prospectus as of the time that form of prospectus or prospectus supplement is filed with the Commission pursuant to Rule 424 of the general rules and regulations of the Securities Act (“Rule 424”). References herein to the term “Prospectus” means the Pricing Prospectus that discloses the public offering price and other final terms of the Shares and otherwise satisfies

Section 10(a) of the Securities Act. The prospectus supplement relating to the Shares proposed to be filed pursuant to Rule 424 shall be substantially in the form delivered to the Representatives prior to the execution of this agreement. Each of the Underwriters acknowledges that on or subsequent to the Closing Date, FPL Group Capital may file a post-effective amendment to the Registration Statement pursuant to Rule 462(d) under the Securities Act or FPL Group may file a Current Report on Form 8-K in order to file one or more unqualified opinions of counsel and any documents executed in connection with the offering of the Shares.

(b) The Registration Statement constitutes an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) filed within three years of the date hereof; the Registration Statement became effective upon filing; no notice of objection of the Commission with respect to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by FPL Group Capital and not removed; and with respect to the Shares, FPL Group Capital is a “well-known seasoned issuer” within the meaning of subparagraph (1)(ii) of the definition of “well-known seasoned issuer” in Rule 405 under the Securities Act and is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act).

(c) The Registration Statement at the Effective Date fully complied, and the Prospectus, both as of the date hereof and at the Closing Date, and the Registration Statement at the Closing Date, will fully comply, in all material respects with the applicable provisions of the Securities Act and the applicable instructions, rules and regulations of the Commission thereunder; the Registration Statement, at the Effective Date, did not, and at the Closing Date the Registration Statement will not, contain an untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus, both as of the date hereof and at the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, that the foregoing representations and warranties in this subsection (c) shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to FPL Group or FPL Group Capital by or on behalf of any Underwriter through the Representatives expressly for use in connection with the preparation of the Registration Statement or the Prospectus, or to any statements in or omissions from the Statements of Eligibility on Form T-1, or amendments thereto, filed as exhibits to the Registration Statement (collectively, the “Statements of Eligibility”) or to any statements or omissions made in the Registration Statement or the Prospectus relating to The Depository Trust Company (“DTC”) Book-Entry-Only System that are based solely on information contained in published reports of DTC.

(d) As of the Applicable Time (as defined below), the Pricing Disclosure Package (as defined below) did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, that the foregoing representations and warranties in this subsection (d) shall not apply to

statements or omissions made in reliance upon and in conformity with information furnished in writing to FPL Group or FPL Group Capital by or on behalf of any Underwriter through the Representatives expressly for use in connection with the preparation of the Pricing Prospectus, any preliminary prospectus supplement or any Issuer Free Writing Prospectus (as defined below), or to any statements in or omissions from the Pricing Prospectus, any preliminary prospectus supplement or any Issuer Free Writing Prospectus relating to the DTC Book-Entry-Only System that are based solely on information contained in published reports of DTC. References to the term “Pricing Disclosure Package” shall mean the documents listed in Schedule III, taken together as a whole. References to the term “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act. References to the term “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act. References to the term “Applicable Time” means ____ [A.M./P.M.] on [the date hereof]. If there occurs an event or development as a result of which the Pricing Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, FPL Group Capital promptly will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

(e) As of the Applicable Time, no Issuer Free Writing Prospectus includes any information that conflicts with the information contained in the Registration Statement, the Prospectus or the Pricing Prospectus, including any document incorporated by reference therein that has not been superseded or modified.

(f) The execution and delivery of this agreement and the consummation of the transactions herein contemplated by FPL Group Capital, and the fulfillment of the terms hereof on the part of FPL Group Capital to be fulfilled have been duly authorized by all necessary corporate action of FPL Group Capital in accordance with the provisions of its Articles of Incorporation, as amended (the “FPL Group Capital Charter”), by-laws and applicable law. The execution and delivery by FPL Group Capital of this agreement and of a certificate or certificates for the Shares and the performance by FPL Group Capital of its obligations under this agreement and under the Shares do not require any consent, approval, authorization, registration or qualification of or by any governmental agency or body other than (i) those consents, approvals, authorizations, registrations or qualifications as have already been obtained, and (ii) the filing of Articles of Amendment to the FPL Group Capital Charter relating to the Shares (the “Articles of Amendment”) with the appropriate office of the Department of State, State of Florida which shall be filed by FPL Group Capital prior to the Closing Date.

(g) The execution and delivery of this agreement and the consummation of the transactions herein contemplated by FPL Group Capital and the fulfillment of the terms hereof on the part of FPL Group Capital to be fulfilled will not result in a breach of any of the terms or provisions of, or constitute a default under, the FPL Group Capital Charter (as amended by the Articles of Amendment) or by-laws, or any indenture, mortgage, deed of trust or other agreement or instrument to which FPL Group Capital or any of its subsidiaries is now a party, or violate any law or any order, rule, decree or regulation

applicable to FPL Group Capital or any of its subsidiaries of any federal or state court, regulatory board or body or administrative agency having jurisdiction over FPL Group Capital or any of its subsidiaries or any of their respective property, except where such breach, default or violation would not have a material adverse effect on the business, properties or financial condition of FPL Group Capital and its subsidiaries taken as a whole.

(h) FPL Group Capital or one or more of its direct or indirect subsidiaries owns all of the ownership interests of [insert names of significant subsidiaries] free and clear of all liens, encumbrances and adverse claims, except such as do not materially affect the value thereof.

(i) FPL Group Capital and each of its direct and indirect significant subsidiaries (as defined in Regulation S-X (17 CFR Part 210)) has been duly organized, is validly existing and is in good standing under the laws of its respective jurisdiction of organization, and is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which its respective ownership of properties or the conduct of its respective businesses requires such qualification, except where the failure so to qualify would not have a material adverse effect on the business, properties or financial condition of FPL Group Capital and its subsidiaries taken as a whole, and has the power and authority as a corporation or other entity necessary to own or hold its respective properties and to conduct the businesses in which it is engaged.

(j) The Shares conform in all material respects to the description thereof in the Pricing Disclosure Package and the Prospectus.

(k) The Preferred Stock has been validly authorized and, when issued and delivered by FPL Group Capital against payment therefor in accordance with the provisions of this agreement, will be fully paid and non-assessable.

(l) FPL Group Capital is not, and after giving effect to the offering and sale of the Preferred Stock and the application of the proceeds thereof as described in the Pricing Disclosure Package and the Prospectus, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (“1940 Act”).]

3. Representations and Warranties of FPL Group. FPL Group represents and warrants to the several Underwriters that:

(a) [¹FPL Group, jointly together with FPL Group Capital Inc, a Florida corporation (“FPL Group Capital”) and a [wholly-owned] subsidiary of FPL Group], FPL Group Capital Trust II, FPL Group Capital Trust III (together with FPL Group Capital Trust II, “FPL Group Capital Trust”), FPL Group Trust I, FPL Group Trust II (together with FPL Group Trust I, “FPL Group Trust”), Florida Power & Light Company, Florida Power & Light Company Trust I and Florida Power & Light Company Trust II (together with Florida Power & Light Company Trust I, “Florida Power & Light Company Trust”) filed with the Securities and Exchange Commission (the “Commission”) a joint Registration Statement Nos. 333-_______, 333-______-01, 333-_______-02,

333-_______-03, 333-_______-04, 333-_______-05, 333-_______-06, 333-_______-07 and 333-_______-08[, as amended] (“Registration Statement No. 333-______”), for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (a) an unspecified aggregate amount of (i) senior debt securities of FPL Group Capital (“FPL Group Capital Senior Debt Securities”), (ii) FPL Group’s shares of common stock, $.01 par value, (the “Common Stock”), (iii) the Preferred Stock, (iv) shares of FPL Group Capital’s preferred stock, $.01 par value (“FPL Group Capital Preferred Stock”), (v) contracts to purchase Common Stock, Preferred Stock or other agreements or instruments requiring FPL Group to issue Common Stock or Preferred Stock (collectively, “Stock Purchase Contracts”), (vi) units, each representing ownership of a Stock Purchase Contract and any of debt securities of FPL Group Capital, debt securities of FPL Group, FPL Group Trust Preferred Trust Securities (as defined below), FPL Group Capital Preferred Trust Securities (as defined below) or debt securities of third parties, including U.S. Treasury securities (“Stock Purchase Units”), (vii) junior subordinated debentures of FPL Group Capital (“FPL Group Capital Junior Subordinated Debentures”), (viii) junior subordinated debentures of FPL Group (“FPL Group Junior Subordinated Debentures”), (ix) senior debt securities of FPL Group (“FPL Group’s Senior Debt Securities”), (x) preferred trust securities of FPL Group Capital Trust II and FPL Group Capital Trust III (“FPL Group Capital Trust Preferred Trust Securities”) and (xi) preferred trust securities of FPL Group Trust I and FPL Group Trust II (“FPL Group Trust Preferred Trust Securities”), (b) FPL Group’s guarantees (“FPL Group Guarantees”) related to the FPL Group Capital Senior Debt Securities, FPL Group Capital Junior Subordinated Debentures, FPL Group Capital Preferred Stock, FPL Group Capital Trust Preferred Trust Securities and FPL Group Trust Preferred Trust Securities, (c) an unspecified aggregate amount of (i) Florida Power & Light Company’s first mortgage bonds (“Florida Power & Light Company Bonds”), (ii) shares of Florida Power & Light Company’s serial Preferred Stock, $100 par value and shares of Florida Power & Light Company’s Preferred Stock without par value (“Florida Power & Light Company Preferred Stock”), (iii) Florida Power & Light Company’s junior subordinated debentures (“Florida Power & Light Company Junior Subordinated Debentures”), and (iv) preferred trust securities of Florida Power & Light Company Trust I and Florida Power & Light Company Trust II (“FPL Trust Preferred Trust Securities”), and (d) guarantee of Florida Power & Light Company related to the Florida Power & Light Company Trust Preferred Trust Securities. Such registration statement has become effective and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of FPL Group, threatened by the Commission. References herein to the term “Registration Statement” as of any given time shall mean Registration Statement No. 333-_______, as amended or supplemented to such time, including all documents incorporated by reference therein as of such time pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any prospectus, preliminary prospectus supplement or prospectus supplement relating to the Shares deemed to be a part thereof pursuant to Rule 430B that has not been superseded or modified. References herein to the term “Registration Statement” without reference to a time means the Registration Statement as of ____ [A.M./P.M.], New York City time, on [the date of hereof] (which date and time is the earlier of the date and time of (x) the first use of the preliminary prospectus supplement

relating to the Shares and (y) the first contract of sale of the Shares), which time shall be considered the “Effective Date” of the Registration Statement. For purposes of the definitions of “Registration Statement” in the preceding two sentences, information contained in any prospectus, preliminary prospectus supplement or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. References herein to the term “Pricing Prospectus” shall mean the prospectus relating to FPL Group, FPL Group Capital, FPL Group Trust and FPL Group Capital Trust forming a part of Registration Statement No. 333-______ (the “Base Prospectus”), including all Incorporated Documents and any prospectus or prospectus supplement relating to the Shares deemed to be a part of such registration statement that has not been superseded or modified. For purposes of the definition of “Pricing Prospectus” with respect to a particular offering of Shares, information contained in a prospectus or prospectus supplement (other than a prospectus or prospectus supplement that relates only to securities issued by Florida Power & Light Company, Florida Power & Light Company Trust, FPL Group Capital, FPL Group Capital Trust or FPL Group Trust or to securities issued by FPL Group other than the Shares) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Pricing Prospectus as of the time that form of prospectus or prospectus supplement is filed with the Commission pursuant to Rule 424 of the general rules and regulations of the Securities Act (“Rule 424”). References herein to the term “Prospectus” means the Pricing Prospectus that discloses the public offering price and other final terms of the Shares and otherwise satisfies Section 10(a) of the Securities Act. The prospectus supplement relating to the Shares proposed to be filed pursuant to Rule 424 shall be substantially in the form delivered to the Representatives prior to the execution of this agreement. Each of the Underwriters acknowledges that on or subsequent to the Closing Date, FPL Group may file a post-effective amendment to the Registration Statement pursuant to Rule 462(d) under the Securities Act or a Current Report on Form 8-K in order to file one or more unqualified opinions of counsel and any documents executed in connection with the offering of the Shares.]

[²FPL Group, together with FPL Group Capital, Florida Power & Light Company, and the Trusts, has filed with the Commission Registration Statement No. 333-_____ for the registration under the Securities Act of (a) an unspecified aggregate amount of (i) FPL Group Capital Senior Debt Securities, (ii) Common Stock, (iii) FPL Group Preferred Stock, (iv) the Preferred Stock, (v) Stock Purchase Contracts, (vi) Stock Purchase Units, (vii) FPL Group Capital Junior Subordinated Debentures, (viii) FPL Group Junior Subordinated Debentures, (ix) FPL Group Senior Debt Securities, (x) FPL Group Trust Preferred Trust Securities and (xi) FPL Group Capital Trust Preferred Trust Securities, (b) the FPL Group Guarantees, (c) an unspecified aggregate amount of (i) Florida Power & Light Company Bonds, (ii) Florida Power & Light Company Preferred Stock, (iii) Florida Power & Light Company Junior Subordinated Debentures, and (iv) Florida Power & Light Company Trust Preferred Trust Securities, and (d) Florida Power & Light Company’s guarantee of the Florida Power & Light Company Trust Preferred Trust Securities. Such registration statement has become effective and no stop order suspending such effectiveness has been issued under the Securities Act and no

proceedings for that purpose have been instituted or are pending or, to the knowledge of FPL Group, threatened by the Commission. Each of the Underwriters acknowledges that on or subsequent to the Closing Date, FPL Group may file a post-effective amendment to the Registration Statement pursuant to Rule 462(d) under the Securities Act or a Current Report on Form 8-K in order to file one or more unqualified opinions of counsel.]

(b) The Registration Statement constitutes an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) filed within three years of the date hereof; the Registration Statement became effective upon filing; no notice of objection of the Commission with respect to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by FPL Group and not removed; and FPL Group is a “well-known seasoned issuer” and is not an “ineligible issuer” (in each case as defined in Rule 405 under the Securities Act).

(c) The Registration Statement at the Effective Date fully complied, and the Prospectus, both as of the date hereof and at the Closing Date, and the Registration Statement at the Closing Date, will fully comply, in all material respects with the applicable provisions of the Securities Act and the applicable instructions, rules and regulations of the Commission thereunder; the Registration Statement, at the Effective Date, did not, and at the Closing Date the Registration Statement will not, contain an untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus, both as of the date hereof and at the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, that the foregoing representations and warranties in this subsection (c) shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to FPL Group [²or FPL Group Capital] by or on behalf of any Underwriter through the Representatives expressly for use in connection with the preparation of the Registration Statement or the Prospectus, or to any statements in or omissions from the Statements of Eligibility [¹on Form T-1, or amendments thereto, filed as exhibits to the Registration Statement (collectively, the “Statements of Eligibility”)] or to any statements or omissions made in the Registration Statement or the Prospectus relating to [¹The Depository Trust Company (“DTC”)] [²the DTC] Book-Entry-Only System that are based solely on information contained in published reports of DTC; and the Incorporated Documents, when filed with the Commission, fully complied or will fully comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable instructions, rules and regulations of the Commission thereunder.

(d) As of the Applicable Time [¹(as defined below)], the Pricing Disclosure Package [¹(as defined below)] did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, that the foregoing representations and warranties in this subsection (d) shall not apply to statements or omissions made in reliance upon and in conformity with information

furnished in writing to FPL Group [²or FPL Group Capital] by or on behalf of any Underwriter through the Representatives expressly for use in connection with the preparation of the Pricing Prospectus, any preliminary prospectus supplement or any Issuer Free Writing Prospectus [¹(as defined below)] or to any statements or omissions made in the Pricing Prospectus, any preliminary prospectus supplement or any Issuer Free Writing Prospectus relating to the DTC Book-Entry-Only System that are based solely on information contained in published reports of DTC. [¹References to the term “Pricing Disclosure Package” shall mean the documents listed in Schedule III, taken together as a whole. References to the term “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act. References to the term “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act. References to the term “Applicable Time” means ____[A.M./P.M.] on [the date hereof.] If there occurs an event or development as a result of which the Pricing Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, FPL Group promptly will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

(f) The financial statements included as part of or incorporated by reference in the Pricing Disclosure Package, the Prospectus and the Registration Statement present fairly the consolidated financial condition and results of operations of FPL Group and its subsidiaries taken as a whole at the respective dates or for the respective periods to which they apply; such financial statements have been prepared in each case in accordance with generally accepted accounting principles consistently applied throughout the periods involved except as otherwise indicated in the Pricing Disclosure Package, the Prospectus and the Registration Statement; and Deloitte & Touche LLP, who has audited the audited financial statements of FPL Group, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder.

(g) Except as reflected in or contemplated by the Pricing Disclosure Package, since the respective most recent times as of which information is given in the Pricing Disclosure Package, there has not been any material adverse change in the business, properties or financial condition of FPL Group and its subsidiaries taken as a whole whether or not in the ordinary course of business, nor has any transaction been entered into by FPL Group or any of its subsidiaries that is material to FPL Group and its subsidiaries taken as a whole, other than changes and transactions contemplated by the Pricing Disclosure Package and transactions in the ordinary course of business. FPL Group and its subsidiaries have no contingent obligation material to FPL Group and its subsidiaries taken as a whole, which is not disclosed in or contemplated by the Pricing Disclosure Package.

(h) The execution and delivery of this agreement and the consummation of the transactions herein contemplated by FPL Group, and the fulfillment of the terms hereof on the part of FPL Group to be fulfilled have been duly authorized by all necessary corporate action of FPL Group in accordance with the provisions of its Restated Articles of Incorporation, as amended (the “FPL Group Charter”), by-laws and applicable law. [¹The execution and delivery by FPL Group of this agreement and of a certificate or certificates for the Shares and the performance by FPL Group of its obligations under this agreement and under the Shares do not require any consent, approval, authorization, registration or qualification of or by any governmental agency or body other than (i) those consents, approvals, authorizations, registrations or qualifications as have already been obtained and (ii) the filing of Articles of Amendment to the FPL Group Charter relating to the Shares with the appropriate office of the Department of State, State of Florida which shall be filed by FPL Group prior to the Closing Date.] [²The execution and delivery by FPL Group of this agreement and of the Guarantee Agreement did not require, and the performance by FPL Group of its obligations under this agreement and under the Guarantee Agreement does not require, any consent, approval, authorization, registration or qualification of or by any governmental agency or body other than (i) those consents, approvals, authorizations, registrations or qualifications as have already been obtained and (ii) the filing of Articles of Amendment to the FPL Group Capital Charter relating to the Shares with the appropriate office of the Department of State, State of Florida].

(i) The execution and delivery of this agreement and the consummation of the transactions herein contemplated by FPL Group [¹and] [²,] the fulfillment of the terms hereof on the part of FPL Group to be fulfilled [²and the compliance by FPL Group with all the terms and provisions of the Guarantee Agreement] will not result in a breach of any of the terms or provisions of, or constitute a default under, the FPL Group Charter or by-laws, or any indenture, mortgage, deed of trust or other agreement or instrument to which FPL Group or any of its subsidiaries is now a party, or violate any law or any order, rule, decree or regulation applicable to FPL Group or any of its subsidiaries of any federal or state court, regulatory board or body or administrative agency having jurisdiction over FPL Group or any of its subsidiaries or any of their respective property, except where such breach, default or violation would not have a material adverse effect on the business, properties or financial condition of FPL Group and its subsidiaries taken as a whole.

(j) FPL Group or one or more of its direct or indirect subsidiaries owns all of the common stock (with respect to those subsidiaries which are organized as corporations) or other ownership interests (with respect to those subsidiaries which are organized as limited liability companies) of FPL Group’s direct or indirect significant subsidiaries (as defined in Regulation S-X [¹(17 CFR Part 210)]) free and clear of all liens, encumbrances and adverse claims, except such as do not materially affect the value thereof. FPL Group’s direct and indirect significant subsidiaries (as defined in Regulation S-X) are [insert names of significant subsidiaries].

(k) FPL Group and each of its direct and indirect significant subsidiaries (as defined in Regulation S-X) has been duly organized, is validly existing and is in good

standing under the laws of its respective jurisdiction of organization, and is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which its respective ownership of properties or the conduct of its respective businesses requires such qualification, except where the failure so to qualify would not have a material adverse effect on the business, properties or financial condition of FPL Group and its subsidiaries taken as a whole, and has the power and authority as a corporation or other entity necessary to own or hold its respective properties and to conduct the businesses in which it is engaged.

(l) [²The Guarantee Agreement (i) has been duly authorized by FPL Group by all necessary corporate action and, when executed and delivered by FPL Group, will be a valid and binding instrument enforceable against FPL Group in accordance with its terms, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights and remedies generally and general principles of equity and (ii) conforms in all material respects to the description thereof in the Pricing Disclosure Package and the Prospectus.]

(m) [¹The Shares conform in all material respect to the description thereof in the Pricing Disclosure Package and the Prospectus.]

(n) [¹The Preferred Stock has been validly authorized and, when issued and delivered by FPL Group against payment therefor in accordance with the provisions of this agreement, will be fully paid and non-assessable.]

(o) FPL Group is not, and after giving effect to the offering and sale of the Preferred Stock and the application of the proceeds thereof as described in the Pricing Disclosure Package and the Prospectus will not be, an “investment company” within the meaning of the [¹Investment Company Act of 1940, as amended (“][²1940 Act[¹”)].

4. Purchase and Sale. On the basis of the representations and warranties herein contained, and subject to the terms and conditions in this agreement, FPL Group [²and FPL Group Capital agree] [¹agrees] to sell to the respective Underwriters named in Schedule II hereto, severally and not jointly, and the respective Underwriters agree, severally and not jointly, to purchase from [¹FPL Group] [²FPL Group Capital] the respective number of Shares set forth opposite their respective names in Schedule II hereto at the purchase price per Share set forth in Schedule I hereto as the Purchase Price.

The Underwriters agree to make a bona fide public offering of the Shares as set forth in the Pricing Disclosure Package, such public offering to be made as soon after the execution of this agreement as practicable, subject, however, to the terms and conditions of this agreement. The Underwriters have advised [¹FPL Group] [²FPL Group Capital] that the Shares will be offered to the public at the amount per Share as set forth in Schedule I hereto as the Price to Public and to certain dealers selected by the Representatives at a price which represents a concession. Such dealers’ concession may not be in excess of $____ per Share under the Price to Public.

Each Underwriter agrees that (i) no information that is presented by it to investors has been or will be inconsistent with the information contained in the Pricing Disclosure Package as it may then be amended or supplemented and (ii) it will make no offer that would constitute a Free Writing Prospectus that is required to be filed by FPL Group [²or FPL Group Capital] pursuant to Rule 433 under the Securities Act other than an Issuer Free Writing Prospectus in accordance with Section [6(h)].

5. Time, Date and Place of Closing, Default of Underwriter. Delivery of the Shares and payment therefor by wire transfer in federal funds shall be made at ___ A.M., New York City time, on the closing date set forth on Schedule I, at the offices of Thelen Reid Brown Raysman & Steiner LLP, 875 Third Avenue, New York, New York 10022, or at such other time, date or place as may be agreed upon in writing by FPL Group [², FPL Group Capital] and the Representatives. The time and date of such delivery and payment are herein called the “Closing Date.”

The Shares shall be delivered to the Representatives for the respective accounts of the Underwriters against payment by the several Underwriters through the Representatives of the purchase price therefor. Delivery of the Shares shall be made through the facilities of DTC unless the Representatives [¹and FPL Group] [², FPL Group and FPL Group Capital] shall otherwise agree. For the purpose of expediting the checking of the Shares by the Representatives on behalf of the Underwriters, [¹FPL Group] [²FPL Group Capital] agrees to make such Shares available to the Representatives for such purpose at the offices of Thelen Reid Brown Raysman & Steiner LLP, 875 Third Avenue, New York, New York 10022, not later than 2:00 P.M., New York City time, on the business day preceding the Closing Date, or at such other time, date or place as may be agreed upon by [¹FPL Group] [²FPL Group Capital] and the Representatives.

If any Underwriter shall fail to purchase and pay for the number of the Shares which such Underwriter has agreed to purchase and pay for hereunder (otherwise than by reason of any failure on the part of FPL Group [²or FPL Group Capital] to comply with any of the provisions contained herein), the non-defaulting Underwriters shall be obligated to purchase and pay for (in addition to the respective number of the Shares set forth opposite their respective names in Schedule II hereto) the number of the Shares which such defaulting Underwriter or Underwriters failed to purchase and pay for, up to a number thereof equal to, in the case of each such remaining Underwriter, ten percent (10%) of the aggregate number of the Shares set forth opposite the name of such remaining Underwriter in said Schedule II, and such remaining Underwriters shall have the right, within 24 hours of receipt of such notice, either to (i) purchase and pay for (in such proportion as may be agreed upon among them) the remaining number of the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase, or (ii) substitute another Underwriter or Underwriters, satisfactory to FPL Group [²and FPL Group Capital], to purchase and pay for the remaining number of the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase. If any of the Shares would still remain unpurchased, then [¹FPL Group] [²FPL Group Capital] shall be entitled to a further period of 24 hours within which to procure another party or other parties, members of the National Association of Securities Dealers, Inc. (or, if not members of such Association, who are not eligible for membership in said Association and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with said Association’s Conduct Rules) and

satisfactory to the Representatives to purchase such Shares on the terms herein set forth. In the event that, within the respective prescribed periods, (i) the non-defaulting Underwriters notify [¹FPL Group] [²FPL Group Capital] that they have arranged for the purchase of such Shares or (ii) [¹FPL Group] [²FPL Group Capital] notifies the non-defaulting Underwriters that it has arranged for the purchase of such Shares, the non-defaulting Underwriters or [¹FPL Group] [²FPL Group Capital] shall have the right to postpone the Closing Date for a period of not more than three full business days beyond the expiration of the respective prescribed periods in order to effect whatever changes may thus be made necessary in the Registration Statement, the Prospectus or in any other documents or arrangements. In the event that neither the non-defaulting Underwriters nor [¹FPL Group] [²FPL Group Capital] has arranged for the purchase of such Shares by another party or parties as above provided, then this agreement shall terminate without any liability on the part of FPL Group [²or FPL Group Capital] or any Underwriter (other than an Underwriter which shall have failed or refused, otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder, to purchase and pay for the Shares which such Underwriter has agreed to purchase as provided in Section [4] hereof), except as otherwise provided in Section [9] and subsections (d) and (f) of Section [6] hereof.

6. Covenants of FPL Group [²and FPL Group Capital]. FPL Group [²and FPL Group Capital] [¹agrees] [²agree] with the several Underwriters that:

(a) FPL Group [²and FPL Group Capital] will timely file the Prospectus with the Commission pursuant to Rule 424. FPL Group [² and FPL Group Capital] have complied and will comply with Rule 433 under the Securities Act in connection with the offering and sale of the Shares, including applicable provisions in respect of timely filing with the Commission, legending and record-keeping.

(b) FPL Group [²and FPL Group Capital] will prepare a final term sheet, containing a description of the pricing terms of the Shares, substantially in the form of Schedule I hereto and approved by the Representatives and will timely file such term sheet with the Commission pursuant to Rule 433 under the Securities Act.

(c) [¹FPL Group] [²FPL Group Capital] will deliver to the Representatives and to Counsel for the Underwriters (as defined below) one signed copy of the Registration Statement or, if a signed copy is not available, one conformed copy of the Registration Statement certified by an officer of [¹FPL Group] [²FPL Group Capital] to be in the form as originally filed, including all Incorporated Documents and exhibits, except those incorporated by reference, which relate to the Shares, including a signed or conformed copy of each consent and certificate included therein or filed as an exhibit thereto. As soon as practicable after the date of this agreement, [¹FPL Group] [²FPL Group Capital] will deliver or cause to be delivered to the Underwriters through the Representatives as many copies of the Prospectus and any Issuer Free Writing Prospectus as the Representatives may reasonably request for the purposes contemplated by the Securities Act.

(d) [¹FPL Group] [²FPL Group Capital] has paid or cause to be paid or will pay or cause to be paid all expenses in connection with the (i) preparation and filing of the

Registration Statement, any preliminary prospectus, the Prospectus and any Issuer Free Writing Prospectus, (ii) issuance and delivery of the Shares as provided in Section [5] hereof, and (iii) printing and delivery to the Representatives for the account of the Underwriters, in reasonable quantities, of copies of the Registration Statement, any preliminary prospectus, the Prospectus [¹and] [²,] any Issuer Free Writing Prospectus [²and the Guarantee Agreement]. [¹FPL Group] [²FPL Group Capital] will pay or cause to be paid all taxes, if any (but not including any transfer taxes), on the issuance of the Shares. [¹FPL Group] [²Neither FPL Group nor FPL Group Capital] shall [¹not], however, be required to pay any amount for any expenses of the Representatives or any of the Underwriters, except that if this agreement shall be terminated in accordance with the provisions of Sections [7], [8] or [10] hereof, [¹FPL Group] [²FPL Group Capital] will pay or cause to be paid the fees and disbursements of Counsel for the Underwriters, whose fees and disbursements the Underwriters agree to pay in any other event, and [¹FPL Group] [²FPL Group Capital] shall reimburse or cause to be reimbursed the Underwriters for out-of-pocket expenses reasonably incurred by them in connection with the transactions contemplated by this agreement, not in excess, however, of an aggregate of $5,000 for such out-of-pocket expenses. [²Neither] FPL Group [²nor FPL Group Capital] shall [¹not] in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits.

(e) During a period of nine months after the date of this agreement, if any event relating to or affecting FPL Group [²or FPL Group Capital] shall occur which, in the opinion of FPL Group [²or FPL Group Capital], should be set forth in a supplement to or an amendment of the Prospectus (including an Issuer Free Writing Prospectus) in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser, [¹FPL Group] [²FPL Group Capital] will forthwith at its expense prepare, file with the Commission, if required, and furnish to the Representatives a reasonable number of copies of such supplement or supplements or amendment or amendments to the Prospectus (including an Issuer Free Writing Prospectus) which will supplement or amend the Prospectus so that as supplemented or amended it will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading; provided that should such event relate solely to activities of any of the Underwriters, then the Underwriters shall assume the expense of preparing and furnishing copies of any such amendment or supplement. In case any Underwriter is required to deliver a Prospectus after the expiration of nine months after the date of this agreement, [¹FPL Group] [²FPL Group Capital] upon the request of the Representatives will furnish to the Representatives, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended Prospectus or supplements or amendments to the Prospectus complying with Section 10 of the Securities Act.

(f) [¹FPL Group] [² and FPL Group Capital] will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Shares [²(including the guarantee pursuant to the Guarantee Agreement)] for offer and sale under the blue sky laws of such United States jurisdictions as the Representatives may designate and will pay or cause to be paid filing fees and expenses (including fees of counsel not to exceed $5,000 and reasonable disbursements of counsel), provided that

[²neither] FPL Group [²nor FPL Group Capital] shall [¹not] be required to qualify as a foreign corporation or dealer in securities, or to file any consents to service of process under the laws of any jurisdiction, or to meet other requirements deemed by FPL Group [²or FPL Group Capital] to be unduly burdensome.

(g) FPL Group will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders (including holders of the Preferred Stock [²as guaranteed by the Guarantee Agreement]) as soon as practicable an earnings statement (which need not be audited, unless required so to be under Section 11(a) of the Securities Act) for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.

(h) Prior to the termination of the offering of the Shares, [²neither] FPL Group [²nor FPL Group Capital] will [¹not] file any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any amendment or supplement to the Pricing Disclosure Package without prior notice to the Representatives and to Hunton & Williams LLP, who are acting as counsel for the several Underwriters (“Counsel for the Underwriters”), or any such amendment or supplement to which the Representatives shall reasonably object in writing, or which shall be unsatisfactory to Counsel for the Underwriters. [²Neither] FPL Group [¹has not] [²nor FPL Group Capital have] made any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by FPL Group [²and FPL Group Capital] with the Commission or retained by FPL Group [²or FPL Group Capital] under Rule 433 under the Securities Act, other than a pricing term sheet substantially in the form as set forth on Schedule I, and will not make any such offer without prior notice to the Representatives and to Counsel for the Underwriters, or any such offer to which the Representatives shall reasonably object in writing, or which shall be unsatisfactory to Counsel for the Underwriters.

(i) FPL Group [²and FPL Group Capital] will advise the Representatives promptly of the filing of the Prospectus pursuant to Rule 424, of the filing of any material pursuant to Rule 433 and of any amendment or supplement to the Pricing Disclosure Package or the Registration Statement or, prior to the termination of the offering of the Shares hereunder, of official notice of the institution of proceedings for, or the entry of, a stop order suspending the effectiveness of the Registration Statement, of receipt from the Commission of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, and, if such a stop order should be entered, or notice of objection should be received, use every commercially reasonable effort to obtain the prompt removal thereof.

(j) [¹FPL Group] [²FPL Group Capital] will use its commercially reasonable best efforts to deliver, in appropriate form for filing, to the Department of State, State of Florida, on or before the Closing Date the articles of amendment required by Section 607.0602, Florida Statues, relating to the Shares, and will use its commercially reasonable best efforts to have such articles of amendment accepted for filing by such Department of State on or before the Closing Date.

7. Conditions of Underwriters’ Obligations to Purchase and Pay for the Shares. The several obligations of the Underwriters to purchase and pay for the Shares shall be subject to the performance by FPL Group [²and FPL Group Capital] of [¹its] [²their] obligations to be performed hereunder on or prior to the Closing Date and to the following conditions:

(a) The [²respective] representations and warranties made by FPL Group [²and FPL Group Capital] herein and qualified by materiality shall be true and correct in all respects and the [²respective] representations and warranties made by FPL Group [²and FPL Group Capital] herein that are not qualified by materiality shall be true and correct in all material respects as of the Closing Date, in each case, as if made on and as of such date and the Representatives shall have received, prior to payment for the Shares, a certificate from [²each of] FPL Group [²and FPL Group Capital] dated the Closing Date and signed by an officer of FPL Group [²and FPL Group Capital, as the case may be,] to that effect.

(b) No stop order suspending the effectiveness of the Registration Statement shall be in effect on the Closing Date; no order of the Commission directed to the adequacy of any Incorporated Document shall be in effect on the Closing Date; no proceedings for either such purpose shall be pending before, or threatened by, the Commission on such date; and no notice of objection by the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act shall have been received by FPL Group [²or FPL Group Capital] and not removed by such date; and the Representatives shall have received, prior to payment for the Shares, a certificate from [²each of] FPL Group [²and FPL Group Capital] dated the Closing Date and signed by an officer of FPL Group [²and FPL Group Capital, as the case may be,] to the effect that, to the best of his or her knowledge, no such order is in effect and no proceedings for either such purpose are pending before, or to the knowledge of FPL Group [²or FPL Group Capital, as the case may be,] threatened by, the Commission.

(c) On the Closing Date, the Representatives shall have received from Squire, Sanders & Dempsey L.L.P., counsel to FPL Group [²and FPL Group Capital], Thelen Reid Brown Raysman & Steiner LLP, counsel to FPL Group [²and FPL Group Capital], and Hunton & Williams LLP, Counsel for the Underwriters, opinions (with a copy for each of the Underwriters) in substantially the form and substance prescribed in Schedules IV, V and VI hereto (i) with such changes therein as may be agreed upon by FPL Group [², FPL Group Capital] and the Representatives, with the approval of Counsel for the Underwriters, and (ii) if the Prospectus relating to the Shares shall be supplemented or amended after the Prospectus shall have been filed with the Commission pursuant to Rule 424, with any changes therein necessary to reflect such supplementation or amendment.

(d) On the date of this agreement and on the Closing Date, the Representatives shall have received from Deloitte & Touche LLP a letter or letters (which may refer to letters previously delivered to the Representatives) (with copies thereof for each of the Underwriters) dated the respective dates of delivery thereof to the effect that (i) they are an independent registered public accounting firm with respect to FPL Group within the

meaning of the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the consolidated financial statements of FPL Group audited by them and incorporated by reference in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder; (iii) on the basis of performing a review of interim financial information as described in Statement on Auditing Standards No. 100, Interim Financial Information, on the unaudited condensed consolidated financial statements of FPL Group, if any, incorporated by reference in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, a reading of the latest available interim unaudited [condensed] consolidated financial statements of FPL Group, if any, since the close of FPL Group’s most recent audited fiscal year, a reading of the minutes and consents of the Board of Directors and the Finance & Investment Committee of the Board of Directors and of the shareholders of FPL Group since the end of the most recent audited fiscal year, and inquiries of officials of FPL Group who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with standards of the Public Company Accounting Oversight Board (United States) and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly that Deloitte & Touche LLP makes no representation as to the sufficiency of such procedures for the several Underwriters’ purposes), nothing has come to their attention which caused them to believe that (a) the unaudited condensed consolidated financial statements of FPL Group, if any, incorporated by reference in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, (1) do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder and (2) except as disclosed in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements of FPL Group incorporated by reference in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable; (b) at the date of the latest available interim balance sheet read by them and at a specified date not more than five days prior to the date of such letter, there was any change in the capital stock or increase in long-term debt including current maturities and excluding fair value swaps and amortization of the unamortized premiums and discount on long-term debt of FPL Group and its subsidiaries, or decrease in FPL Group’s common shareholders’ equity, in each case as compared with amounts shown in the most recent [condensed] consolidated balance sheet incorporated by reference in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, except in all instances for changes, increases or decreases which the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, discloses have occurred or may occur, or as occasioned by the declaration, provision for, or payment of dividends, or as occasioned by the issuance, forfeiture or other acquisition of common stock pursuant to or in connection with any employee or director benefit or compensation plan or the dividend reinvestment plan or which are described in such letter; or (c) for the period from the date of the most recent [condensed] consolidated balance sheet incorporated by reference in the Pricing

Prospectus or the Pricing Prospectus and the Prospectus, as applicable, to the latest available interim balance sheet read by them and for the period from the date of the latest available interim balance sheet read by them to a specified date not more than five days prior to the date of such letter, there were any decreases, as compared with the corresponding period in the preceding year, in total consolidated operating revenues or in net income, except in all instances for decreases which the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, discloses have occurred or may occur, or which are described in such letter; and (iv) they have carried out certain procedures and made certain findings, as specified in such letter, with respect to certain amounts included in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, and Exhibit 12(a) to the Registration Statement and such other items as the Representatives may reasonably request.

(e) Since the respective most recent times as of which information is given in the Pricing Disclosure Package, and up to the Closing Date, (i) there shall have been no material adverse change in the business, properties or financial condition of [²(a) FPL Group Capital and its subsidiaries taken as a whole or (b)] FPL Group and its subsidiaries taken as a whole, except [²in each case] as disclosed in or contemplated by the Pricing Disclosure Package, and (ii) there shall have been no transaction entered into by [²(a) FPL Group Capital or any of its subsidiaries that is material to FPL Group Capital and its subsidiaries taken as a whole or (b)] FPL Group or any of its subsidiaries that is material to FPL Group and its subsidiaries taken as a whole in each case other than transactions disclosed in or contemplated by the Pricing Disclosure Package, and transactions in the ordinary course of business; and at the Closing Date, the Representatives shall have received a certificate to such effect from [²each of FPL Group Capital and] FPL Group signed by an officer of [²FPL Group Capital or] FPL Group[², as the case may be].

(f) All legal proceedings to be taken in connection with the issuance and sale of the Shares [²(including the guarantee pursuant to the Guarantee Agreement)] shall have been satisfactory in form and substance to Counsel for the Underwriters.

(g) [The Shares shall have been approved for listing on The New York Stock Exchange, Inc. (“NYSE”) upon official notice of issuance.]

In case any of the conditions specified above in this Section [7] shall not have been fulfilled, this agreement may be terminated by the Representatives upon mailing or delivering written notice thereof to FPL Group [²and FPL Group Capital]. Any such termination shall be without liability of any party to any other party except as otherwise provided in subsections (d) and (f) of Section [6] hereof.

8. Condition of FPL Group’s [²and FPL Group Capital’s] Obligations. The [¹obligation] [²obligations] of FPL Group [² Capital and FPL Group] to deliver the Shares [²and the Guarantee Agreement, respectively] shall be subject to the following condition:

(a) No stop order suspending the effectiveness of the Registration Statement shall be in effect on the Closing Date; no order of the Commission directed to the

adequacy of any Incorporated Document shall be in effect on the Closing Date; no proceedings for either such purpose shall be pending before, or threatened by, the Commission on such date; and no notice of objection by the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act shall have been received by FPL Group [²or FPL Group Capital] and not removed by such date.

In case the condition specified above in this Section [8] shall not have been fulfilled, this agreement may be terminated by FPL Group [²and FPL Group Capital] upon mailing or delivering written notice thereof to the Representatives. Any such termination shall be without liability of any party to any other party except as otherwise provided in subsections (d) and (f) of Section [6] hereof.

9. Indemnification.

(a) FPL Group [²and FPL Group Capital, jointly and severally, agree] [¹agrees] to indemnify and hold harmless each Underwriter, each officer and director of each Underwriter and each person who controls any Underwriter 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 any other statute or common law and to reimburse each such Underwriter, 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 [9] 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 [²or FPL Group Capital] by or on behalf of any Underwriter, through the Representatives, 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 [9] in respect of any preliminary prospectus, the Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus shall not inure to the benefit of any Underwriter (or of any officer or director or person controlling such Underwriter) on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of the Shares to any 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 such Underwriter to a person to whom any of the Shares were sold (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 [²FPL Group Capital or] FPL Group to the Underwriter, (ii) is required by law or regulation to have been conveyed to such person by or on behalf of such Underwriter, at or prior to the entry into the contract of sale of the Shares with such person, but was not so conveyed (which conveyance may be oral or written) by or on behalf of such Underwriter and (iii) would have cured the defect giving rise to such loss, claim, damage or liability. The indemnity agreement of FPL Group [²and FPL Group Capital] contained in this subsection (a) of Section [9] and the representations and warranties of FPL Group [²and FPL Group Capital] contained in [¹Section 2] [²Sections 2 and 3] hereof, [²respectively,] 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 delivery of the Shares [of each series]. The Underwriters agree promptly to notify [²each of] FPL Group [²and FPL Group Capital], and each other Underwriter, of the commencement of any litigation or proceedings against them or any of them, or any such officer, director or controlling person in connection with the issuance and sale of the Shares.

(b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless [²each of] FPL Group [²and FPL Group Capital], [¹its] [²their respective] officers and directors, and each person who controls FPL Group [²or 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 any 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 [(1)] an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Registration Statement, the Pricing Prospectus, the Prospectus [, any Underwriter Free Writing 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 [²or FPL Group Capital] by or on behalf of such Underwriter, through the Representatives, expressly for use in connection with the preparation of any preliminary prospectus, the Registration Statement, the Pricing Prospectus, the Prospectus [, any Underwriter Free Writing Prospectus] or any Issuer Free Writing Prospectus or any amendment or supplement to any thereof [or (2) an untrue statement or alleged untrue statement of a material fact contained in any Underwriter

Free Writing Prospectus distributed by or on behalf of such Underwriter unless such statement or omission was made in reliance upon and in conformity with information furnished in writing by FPL Group [²and FPL Group Capital] expressly for use in connection with such Underwriter Free Writing Prospectus]. The Underwriters hereby furnish to FPL Group [²and 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 Underwriters]. FPL Group [²and FPL Group Capital each acknowledge] [¹acknowledges] that the statements set forth in the preceding [sentence] constitute the only information furnished in writing by or on behalf of the several Underwriters 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 respective Underwriters contained in this subsection (b) of Section [9] shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of FPL Group [²,FPL Group Capital] or any of [¹its] [²their respective] officers or directors or any such other Underwriter or any such controlling person, and shall survive the delivery of the Shares [of each series]. FPL Group [²and FPL Group Capital agree] [¹agrees] promptly to notify the Representatives of the commencement of any litigation or proceedings against FPL Group [², FPL Group Capital] (or any controlling person [²of either] thereof) or any of [¹its] [²their respective] officers or directors in connection with the issuance and sale of the Shares.

(c) FPL Group [², FPL Group Capital] and each of the several Underwriters 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 [9], 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 or parties 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 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 [², FPL Group Capital] and each of the several Underwriters 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 [9], 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 [²and FPL Group Capital] on the one hand and the Underwriters 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 [²and FPL Group Capital] on the one hand and the Underwriters on the other hand from the offering of the Shares 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 [²and FPL Group Capital] or the Underwriters and each such party’s relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. FPL Group [², FPL Group Capital] and each of the Underwriters 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), no Underwriter shall be required to contribute in excess of the amount equal to the excess of (i) the total price at which the Shares underwritten by it were offered to the public, over (ii) the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. The obligations of each Underwriter to contribute pursuant to this subsection (d) are several and not joint and shall be in the same proportion as such Underwriter’s obligation to underwrite Shares is to the total amount of Shares set forth in Schedule II hereto.

10. Termination. This agreement may be terminated by the Representatives by delivering written notice thereof to [¹FPL Group] [²FPL Group Capital], at any time prior to the Closing Date, if after the date hereof and at or prior to the Closing Date:

(a) (i) there shall have occurred any general suspension of trading in securities on [The New York Stock Exchange, Inc (the “NYSE”)] [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 [²or 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 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 Representatives, impracticable or inadvisable to proceed with the offering of the Shares as contemplated in the Pricing Disclosure Package or for the Underwriters to enforce contracts for the sale of the Shares[, or

(b) (i) there shall have been any downgrading or any notice of any intended or potential downgrading in the ratings accorded to the Shares or any preferred stock of FPL Group [²Capital] which are of the same class as the Shares 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 Shares or any preferred stock of FPL Group [²Capital] which are of the same class as the Shares, the effect of any such event specified in (i) or (ii) above being such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to proceed with the offering of the Shares as contemplated in the Pricing Disclosure Package or for the Underwriters to enforce contracts for the sale of the Shares].

This agreement may also be terminated at any time prior to the Closing Date if in the judgment of the Representatives 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 [²and FPL Group Capital] after the date hereof reflects a material adverse change in the business, properties or financial condition of FPL Group and its subsidiaries taken as a whole [²or FPL Group Capital and its subsidiaries taken as a whole] which renders it either inadvisable to proceed with such offering, if any, or inadvisable to proceed with the delivery of the Shares to be purchased hereunder. Any termination of this agreement pursuant to this Section [10] shall be without liability of any party to any other party except as otherwise provided in subsections (d) and (f) of Section [6] hereof.

11. Miscellaneous.

(a) The validity and interpretation of this agreement shall be governed by the laws of the State of New York without regard to conflicts of law principles thereunder. This agreement shall inure to the benefit of, and be binding upon, FPL Group [², FPL Group Capital], the several Underwriters and, with respect to the provisions of Section [9] hereof, each officer, director or controlling person referred to in said Section [9], and their respective successors. Nothing in this agreement is intended or shall be construed to give to any other person or entity any legal or equitable right, remedy or claim under or in respect of this agreement or any provision herein contained. The term “successors” as used in this agreement shall not include any purchaser, as such purchaser, of any Shares from any of the several Underwriters.

(b) FPL Group [²and FPL Group Capital each acknowledge and agree] [¹acknowledges and agrees] that the Underwriters are acting solely in the capacity of arm’s length contractual counterparties to FPL Group [²and FPL Group Capital] with respect to the offering of the Shares as contemplated by this agreement and not as financial advisors or fiduciaries to FPL Group [²or FPL Group Capital] in connection herewith. Additionally, none of the Underwriters is advising FPL Group [²or FPL Group Capital] as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in connection with the offering of the Shares as contemplated by this agreement. Any review by the Underwriters of FPL Group [²and FPL Group Capital] in connection with the offering of the Preferred Stock contemplated by this agreement and the transactions contemplated by this agreement will not be performed on behalf of FPL Group [²and FPL Group Capital].

12. Notices. All communications hereunder shall be in writing or by telegram and, if to the Underwriters, shall be mailed or delivered to the Representatives at the address set forth in Schedule II hereto, or if to FPL Group [²or FPL Group Capital], shall be mailed or delivered to it at 700 Universe Boulevard, Juno Beach, Florida 33408, Attention: Treasurer.

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.

If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us.

Very truly yours,

FPL Group, Inc.

By: __________________________________

Name:

Title:

[²FPL Group Capital Inc

By: __________________________________

Name:

Title:]

Accepted and delivered as of

the date first above written:

By: __________________________________

Name:

Title:

Acting on [its] [their] own behalf and on behalf of the other several Underwriters referred to in the foregoing agreement.

SCHEDULE I

[Name of Issuer]

Pricing Term Sheet

[Date]

Issuer:

Underwriting Agreement dated

Representatives:

Number of Shares:

Designation:

Dividend Rate:

Price to Public:

Purchase Price:

Proceeds to FPL Group [²Capital]

(before expenses):

Settlement Date:

CUSIP/ISIN Number:

[Expected Credit Ratings*:]

[*A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.]

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling __________ toll-free __________ or __________ toll-free __________.

I-1

SCHEDULE II

Representatives	Addresses



Underwriter	Number of Shares












Total

II-1

SCHEDULE III

PRICING DISCLOSURE PACKAGE

(1) Prospectus, dated ________________

(2) Preliminary Prospectus Supplement dated _______________ (which shall be deemed to include the Incorporated Documents filed at or prior to the Applicable Time to the extent not superseded by Incorporated Documents filed at or prior to the Applicable Time)

(3) Issuer Free Writing Prospectuses

(a) Pricing Term Sheet attached as Schedule I hereto

III-1

SCHEDULE IV

[LETTERHEAD OF SQUIRE, SANDERS & DEMPSEY L.L.P.]

SCHEDULE V

[LETTERHEAD OF THELEN REID BROWN RAYSMAN & STEINER LLP]

SCHEDULE VI

[LETTERHEAD OF HUNTON & WILLIAMS LLP]

[Forms of legal opinions omitted]

IV-1