form4

4 1 evanson021303.htm PAUL EVANSON FORM 4 DATED 02-13-03 form4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
W	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.

1. Name and Address of Reporting Person

Evanson, Paul J.

2. Issuer Name and Ticker or Trading Symbol

FPL Group, Inc. (FPL)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director

10% Owner

Officer (give title below)

Other (specify below)

(Last) (First) (Middle)

FPL Group, Inc.
700 Universe Boulevard

3. I.R.S. Identification Number of
Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

February 13, 2003

(1)

7. Individual or Joint/Group Filing (Check Applicable Line)

(Street)

Juno Beach, FL 33408

5. If Amendment,
Date of Original
(Month/Day/Year)

Form filed by One Reporting Person

(City) (State) (Zip)

Form filed by More than One Reporting Person

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

2. Trans- action Date

(Month/
Day/
Year)

2A.
Deemed
Execution
Date, if any

(Month/
Day/
Year)

3. Transaction
Code

4. Securities Acquired
(A) or Disposed of
(D)

5. Amount of
    Securities
    Beneficially
    Owned
    Following
    Reported
    Transaction(s)

6. Ownership
    Form:
    Direct
    (D)
    or
    Indirect
    (I)

7. Nature of
    Indirect
    Beneficial
    Ownership

Code

Amount

A or D

Price

Common Stock

- -

1,939.0687

By Thrift Plans Trust

Common Stock

2/13/03

- -

A ⁽²⁾

9,375

- -

Common Stock

2/13/03

- -

A ⁽³⁾

17,329

- -

109,464 ⁽⁴⁾

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative
Security

2. Conversion
    or Exercise
    Price of
    Derivative
    Security

3. Trans-
action
Date

(Month/
Day/
Year)

3A.
Deemed
Execu-
tion Date,
if any

(Month/
Day/
Year

4. Trans-
action
Code

5. Number
    of
    Derivative
    Securities
    Acquired
    (A)
    or
    Disposed
    of (D)

6. Date Exercisable
and Expiration Date
(Month/Day/Year)

7. Title and
    Amount of
    Underlying
    Securities

8. Price
    of
    Derivative
    Security

9. Number
    of
    Derivative
    Securities
    Beneficially
    Owned
    Following
    Reported
    Trans-
    action(s)

10. Ownership
      Form of
      Derivative
      Security:
      Direct (D)
      or
      Indirect (I)

11. Nature of
      Indirect
      Beneficial
      Ownership

Code

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Phantom Shares

(5)

2/13/03

_ _

1,274

(5)

Common Stock

(5)

7,855

Employee Stock Option (Right to Buy)

_ _

150,000 ⁽⁶⁾

Employee Stock Option (Right to Buy)

_ _

75,000 ⁽⁷⁾

Employee Stock Option (Right to Buy)

$55.12

2/13/03

_ _

75,000

(8)

2/13/13

Common Stock

75,000

Explanation of Responses:

⁽¹⁾    Director of FPL Group, Inc.; President and Director of Florida Power & Light Company (subsidiary of Issuer).

⁽²⁾    Restricted stock grant made pursuant to the Amended and Restated Long Term Incentive Plan of the Issuer, exempt under Rule 16b-3.

⁽³⁾    Acquired in settlement of performance share awards (which were not derivative securities) under Amended and Restated Long Term Incentive Plan of Issuer, exempt under Rule 16b-3.

⁽⁴⁾    Receipt of 72,287 shares deferred until Mr. Evanson's retirement.

⁽⁵⁾    Phantom shares credited to a Supplemental Matching Contribution Account for the reporting person pursuant to the FPL Group, Inc. Supplemental Executive Retirement Plan. Phantom shares represent the number of phantom shares of FPL Group, Inc. Common Stock credited to the reporting person if the phantom shares had been invested in FPL Group's company stock fund in its Thrift Plan during fiscal year 2002 based on share prices ranging from $46.30 to $64.91. Amount shown constitutes the difference between the balance at 12/31/02 and the balance at 12/31/01. Includes cash dividends that would be payable on the phantom shares if the reporting person was the record holder of the number of shares of FPL Group, Inc. Common Stock equal to the phantom shares. This filing is not an admission that the phantom shares are derivative securities.

⁽⁶⁾    On February 12, 2001, the reporting person was granted an Option to purchase 150,000 shares of common stock with an exercise price of $61.72 per share. The Option (i) is fully vested and (ii) expires on February 12, 2011.

⁽⁷⁾    On February 11, 2002, the reporting person was granted an Option to purchase 75,000 shares of common stock with an exercise price of $52.64 per share. The Option (i) vests as to 25,000 shares (on a cumulative basis) on each anniversary of the date of grant beginning on the first anniversary of the date of grant and (ii) expires on February 11, 2012.

(8) The Option shall vest as to 25,000 shares (on a cumulative basis) on each anniversary of the date of grant beginning on the first anniversary of the date of grant.


DENNIS P. COYLE		February 14, 2003

Signature of Reporting Person	Date