0000753308-02-000051 Sample Contracts

GENERIC FORM OF AGREEMENT1 EXECUTIVE RETENTION EMPLOYMENT AGREEMENT
Executive Retention Employment Agreement • August 12th, 2002 • Florida Power & Light Co • Electric services • Florida

Executive Retention Employment Agreement between FPL Group, Inc., a Florida corporation (the "Company"), and [Name] (the "Executive"), dated as of [ ], 200[1]. The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company and its affiliated companies will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Potential Change of Control or a Change of Control (each as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by the circumstances surrounding a Potential Change of Control or a Change of Control and to encourage the Executive's full attention and dedication to the Company and its affiliated companies currently and in the event of any Potential Change of Control or Change of Control (and, under certa

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Contract
Purchase Contract Agreement • August 12th, 2002 • Florida Power & Light Co • Electric services • New York

FPL GROUP, INC. AND THE BANK OF NEW YORK, as Purchase Contract Agent and Trustee ________________ PURCHASE CONTRACT AGREEMENT ________________ DATED AS OF JUNE 1, 2002

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2002 • Florida Power & Light Co • Electric services

AMENDMENT (this "Amendment") made as of _________, 2002 between FPL Group, Inc., a Florida corporation ("FPL"), and [ ] (the "Executive"). This Amendment amends the employment agreement by and between FPL and the Executive that was dated as of December 11, 1995 and amended and restated as of May 10, 1999 (such amended and restated agreement, the "Agreement").

GENERIC FORM OF EXECUTIVE RETENTION EMPLOYMENT AGREEMENT1
Florida Power & Light Co • August 12th, 2002 • Electric services • Florida

Executive Retention Employment Agreement between FPL Group, Inc., a Florida corporation (the "Company"), and [ ] (the "Executive"), dated as of [ ], 2002. The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company and its affiliated companies will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Potential Change of Control or a Change of Control (each as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by the circumstances surrounding a Potential Change of Control or a Change of Control and to encourage the Executive's full attention and dedication to the Company and its affiliated companies currently and in the event of any Potential Change of Control or Change of Control (and, under certain ci

FPL GROUP, INC., JPMORGAN CHASE BANK, as Collateral Agent, Custodial Agent and Securities Intermediary, AND THE BANK OF NEW YORK, as Purchase Contract Agent PLEDGE AGREEMENT DATED AS OF JUNE 1, 2002
Pledge Agreement • August 12th, 2002 • Florida Power & Light Co • Electric services • New York

PLEDGE AGREEMENT, dated as of June 1, 2002 (this "Agreement"), by and among FPL Group, Inc., a Florida corporation (the "Company"), as pledgee, JPMorgan Chase Bank, a New York banking corporation, not individually but solely as collateral agent (in such capacity, together with its successors in such capacity, the "Collateral Agent"), as custodial agent (in such capacity, together with its successors in such capacity, the "Custodial Agent") and as a "securities intermediary" as defined in Section 8-102(a)(14) of the Code (as defined herein) (in such capacity, together with its successors in such capacity, the "Securities Intermediary"), and The Bank of New York, a New York banking corporation, not individually but solely as purchase contract agent and as attorney-in-fact of the Holders (as defined in the Purchase Contract Agreement (as hereinafter defined)) from time to time of the New Securities (as hereinafter defined) (in such capacity, together with its successors in such capacity

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