I. Purpose

The Compensation Committee is appointed by the Board of Directors of FPL Group, Inc. for the primary purpose of overseeing overall Company compensation policies and their specific application to senior officers of FPL Group, Inc. and its direct and indirect subsidiaries (the “Company”) and to members of the Board.

The Committee shall prepare the report on executive compensation required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement or annual report on Form 10-K.

II. Membership

The Committee shall consist of no fewer than three directors. All members of the Committee shall meet the independence requirements for members of a compensation committee of Section 303A of the New York Stock Exchange Listed Company Manual, and of any applicable laws and regulations. The members of the Committee, or alternatively the members of a subcommittee of the Committee, shall also be (1) “outside directors” as defined by Section 162(m) of the Internal Revenue Code (“IRC”), and (2) “non-employee directors” as defined by Rule 16b-3 of the SEC.

The members of the Committee shall be appointed at least annually, generally at the first meeting of the Board following the annual meeting of shareholders. Additional or alternate members may be appointed and any member may be removed by the Board at any time at the pleasure of the Board.

One member of the Committee shall be designated by the Board as Chair and shall preside over meetings of the Committee and report to the Board.

III. Meetings; reporting

The Committee shall meet at least three times per year and, in addition, as often as its members deem necessary to perform the Committee’s responsibilities. The Committee shall report its activities to the Board on a regular basis, generally at the next succeeding meeting of the Board following a meeting of the Committee.

IV. Authority and responsibilities

A. General

1. To approve compensation principles that apply generally to Company employees;
2. To make recommendations to the Board with respect to incentive – compensation plans and equity – based plans;
3. To make recommendations to the Board with respect to compensation of officers (as defined in SEC Rule 16a-1(f)) of the Company (other than the Chief Executive Officer and senior officers separately addressed in this Charter), and with respect to compensation of members of the Board;
4. To select a peer group of companies against which to benchmark and compare the Company’s compensation programs;
5. To monitor compensation trends and solicit independent advice where the Committee deems it appropriate or desirable;
6. To administer and otherwise exercise the various authorities prescribed for the Committee by the Company’s Annual Incentive Plan, Long Term Incentive Plan, Non-Employee Directors Stock Plan and other compensation plans;
7. To review and approve employment agreements, severance arrangements and change of control agreements and provisions, as well as any special supplemental benefits, for the Chief Executive Officer and other senior officers;
8. To monitor the disclosure regarding compensation matters in the Company’s proxy statement and other SEC filings;
9. To review executive officer compensation taking in to consideration the provisions of Section 16 of the Securities Exchange Act and Section 162(m) of the IRC, as each may be amended from time to time, and any other applicable laws, rules and regulations, and, as appropriate, to pre-approve such compensation.
10. To appoint and delegate responsibilities to subcommittees of the Committee, having at least two members, as the Committee deems necessary or appropriate;
11. To perform any other activities as the Committee deems appropriate, or as are requested by the Board, consistent with this Charter, the Company’s Bylaws and applicable laws and regulations.

B. Chief Executive Officer

1. To review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation;
2. To evaluate, at least annually, the performance of the Chief Executive Officer in light of the approved corporate goals and objectives;
3. To set the base salary and annual incentive compensation of the Chief Executive Officer based upon the Committee’s evaluation of competitive compensation practices and the Chief Executive Officer’s performance in achieving the corporate goals and objectives approved for the position by the Committee;
4. To set the long-term incentive component of the compensation of the Chief Executive Officer based upon the Committee’s evaluation of the Chief Executive Officer’s performance in achieving the corporate goals and objectives approved for the position by the Committee and considering the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at other companies and the awards given to the Chief Executive Officer in past years.

C. Other Senior Officers

1. To review periodically the list of officers of the Company and determine which of them, by reason of their position and responsibilities, should be classified as senior officers;
2. To review and approve corporate goals and objectives relevant to the senior officers’ compensation;
3. To regularly review and evaluate compensation of senior officers of the Company;
4. To approve any compensation-related action for senior officers of the Company;
5. To review and approve compensation arrangements for individuals who will be made offers to join the Company as a senior officer.

D. Directors

1. To regularly review and evaluate the compensation program for non-employee Directors and, as the Committee deems it appropriate, recommend changes to the Board;
2. To administer and otherwise exercise the various authorities prescribed for the Committee by the Non-Employee Directors Stock Plan.

V. Authority to retain experts

The Committee shall have the sole authority, to the extent it deems necessary or appropriate, to retain and terminate outside compensation consultants to assist in the evaluation of Director, Chief Executive Officer or senior officer compensation, and to retain and terminate legal counsel and other experts and advisors for such purposes as the Committee, in its sole discretion, determines to be necessary or advisable to carry out its responsibilities. The Committee shall have sole authority to approve such firms’ fees and other retention terms.

VI. Evaluation

At least annually the Committee will conduct an evaluation of its performance, periodically assess the adequacy of its charter, and report its findings and recommendations, if any, to the Board.

VII. Administrative secretary

The Committee shall designate an administrative secretary who shall not be a member of the Committee. The administrative secretary shall keep minutes of the meetings of the Committee and perform such other functions as are designated by the Committee.

(Adopted 2/13/04)