CERTIFICATE OF ADJUSTMENT
TO THE RIGHTS AGREEMENT
DATED AS OF JULY 1, 1996, AS AMENDED ("RIGHTS AGREEMENT")
BETWEEN FPL GROUP, INC.
AND
COMPUTERSHARE INVESTOR SERVICES, LLC, AS SUCCESSOR RIGHTS AGENT
The undersigned, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and General Counsel
of FPL Group, Inc., a Florida corporation (the "Company"), does hereby certify,
pursuant to Section 12 of the Rights Agreement, that:
(1) At 5:00 p.m. Eastern Time on March 15, 2005 (the "Effective
Date"), the Company effected a two-for-one division of the Company's common
stock, $.01 par value.
(2) Pursuant to Section 11(n) of the Rights Agreement, as of the
Effective Date, each preferred share purchase right (a "Right") entitles the
registered holder, until the earlier of the close of business on June 30, 2006
or the redemption or exchange of the Rights, to purchase from the Company one
two-hundredth of a share of Series A Junior Participating Preferred Stock, $.01
par value, of the Company ("Preferred Stock"), at the time, at a price per one
one-hundredth of a share of Preferred Stock, and subject to the other terms and
conditions contained in the Rights Agreement.
(3) Pursuant to Section 23(a) of the Rights Agreement, as of the
Effective Date, the outstanding Rights will be redeemable at a redemption price
of $.005 per Right.
IN WITNESS WHEREOF, the undersigned has hereunto signed his name this
15th day of March, 2005.
FPL GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
General Counsel