As filed with the Securities and Exchange Commission on June 14, 2007
Registration Statement No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
__________________________________________
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________
 
FPL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Florida
 
59-2449419
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S.  Employer
Identification No.)
_____________________________________________________________________________________
 
700 Universe Boulevard
Juno Beach, Florida 33408
(Address of Principal Executive Offices)   (Zip Code)
_____________________________________________________________________________________
 
FPL Group, Inc. 2007 Non-Employee Directors Stock Plan
(Full title of the plan)
_____________________________________________________________________________________
 
 
Edward F. Tancer, Esq.
Vice President &
General Counsel
FPL Group, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
 
(Name and address of agent for service)
(Telephone Number, including area code, of agent for service)

___________________
 
CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class
of Securities to be Registered
 
Amount
to be Registered
Proposed Maximum
Offering Price
Per Unit (1)
Proposed Maximum
Aggregate Offering
Price (1)
 
Amount of
Registration Fee
Common Stock, $.01 par value
450,000 (2)
$57.89
$26,050,500
$800
 
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the high and low sales prices of the common stock of FPL Group, Inc. on the New York Stock Exchange Composite Transactions Tape on June 8, 2007.
 
(2)
Pursuant to Rule 416(a) under the Securities Act, this registration statement also relates to such indeterminate number of additional shares of the common stock of FPL Group, Inc. as may be issuable as a result of stock splits, stock dividends, recapitalizations, mergers, reorganizations, combinations or exchange of shares or other similar events.
 
 
___________________

This registration statement shall become effective upon filing with the Securities and Exchange Commission (“SEC”) in accordance with Section 8(a) of the Securities Act, and Rules 456 and 462 promulgated thereunder.
 
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.    Plan Information.

Not required to be filed with the SEC.

Item 2.    Registrant Information and Employee Plan Annual Information.

Not required to be filed with the SEC.

PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.    Incorporation of Documents by Reference.
 
The following documents filed by FPL Group are incorporated herein by reference:
 
 
1.
FPL Group, Inc.’s (FPL Group) Annual Report on Form 10-K for the fiscal year ended December 31, 2006;
 
 
2.
FPL Group’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007; and
 
 
3.
FPL Group’s Current Reports on Form 8-K filed with the SEC on February 21, 2007, March 20, 2007 (as amended by a Form 8-K/A filed on May 25, 2007), April 5, 2007, May 25, 2007 (excluding information furnished and not filed), June 4, 2007 (excluding information furnished and not filed) and June 13, 2007.
 
In addition, all reports and documents filed by FPL Group pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents.
 
Any statement contained in this registration statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this registration statement, to the extent that a statement contained herein or in any other subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement
 
Item 4.    Description of Securities.
 
General.   The following statements describing FPL Group’s common stock are not intended to be a complete description.  For additional information, please see FPL Group’s Restated Articles of Incorporation, as amended (“Charter”), and its bylaws, which set forth the terms of the common stock.  Please also see the Mortgage and Deed of Trust, dated as of January 1, 1944, between Florida Power & Light Company and Deutsche Bank Trust Company Americas, as trustee, as amended and supplemented (the “Mortgage”), which contains restrictions which may limit the ability of Florida Power & Light Company to pay dividends to FPL Group.  Each of these documents has been previously filed with the SEC and they are exhibits to this registration statement.  Reference is also made to the laws of the State of Florida.
 
FPL Group’s authorized capital stock consists of 800,000,000 shares of common stock, $.01 par value, and 100,000,000 shares of serial preferred stock, $.01 par value.  As of May 31, 2007, 406,698,285 shares of common
 
 
stock were issued and outstanding and no shares of serial preferred stock were issued and outstanding.  The FPL Group common stock has no preemptive, subscription or conversion rights, and there are no redemption or sinking fund provisions applicable thereto.  The outstanding shares of common stock are, and when issued the shares offered hereby will be, fully paid and nonassessable.  In some cases, the issuance of preferred stock could make it difficult for another company to acquire FPL Group and make it harder to remove current management
 
All outstanding FPL Group common stock is listed on the NYSE and trades under the symbol “FPL.”  The registrar and transfer agent for the FPL Group common stock is Computershare Investor Services, LLC.
 
A number of provisions that are in FPL Group’s Charter and bylaws will make it difficult for another company to acquire FPL Group and for a holder of FPL Group common stock to receive any related takeover premium for its shares.  See “—Voting Rights and Non-Cumulative Voting.”
 
Dividend Rights.   Each share of common stock is entitled to participate equally with respect to dividends declared on the common stock out of funds legally available for the payment thereof.
 
FPL Group’s Charter does not limit the dividends that can be paid on the common stock.  However, as a practical matter, the ability of FPL Group to pay dividends on the common stock is dependent upon, among other things, dividends paid to it by its subsidiaries, including Florida Power & Light Company.  Florida Power & Light Company’s ability to pay dividends is limited by restrictions contained in the Mortgage.  However, these restrictions do not currently limit Florida Power & Light Company’s ability to pay dividends to FPL Group from its retained earnings.
 
FPL Group Capital Inc (“FPL Group Capital”) has issued junior subordinated debentures in connection with preferred trust securities previously issued by FPL Group Capital Trust I, which junior subordinated debentures are guaranteed by FPL Group.  FPL Group Capital has the right, from time to time, to defer the payment of interest on its outstanding junior subordinated debentures for a deferral period of up to 20 consecutive quarters.  FPL Group Capital has also issued three series of junior subordinated debentures not in connection with preferred trust securities, which junior subordinated debentures are guaranteed by FPL Group.  FPL Group Capital has the right, from time to time, to defer the payment of interest on these outstanding junior subordinated debentures on one or more occasions for up to 10 consecutive years.  FPL Group, Florida Power & Light Company and/or FPL Group Capital may issue, from time to time, additional junior subordinated debentures.  FPL Group, Florida Power & Light Company and/or FPL Group Capital may have similar rights to defer the payment of interest on those additional junior subordinated debentures.  If FPL Group Capital and/or FPL Group exercises any such right to defer the payment of interest, FPL Group would not be able to pay dividends on its common stock or preferred stock during the periods when such payments are delayed with certain limited exceptions.  If Florida Power & Light Company exercises any such right to defer the payment of interest, it would not be able to pay dividends to any holder of its common stock or preferred stock, including FPL Group, during the periods when such payments are delayed with certain limited exceptions.  In addition, FPL Group, FPL Group Capital and Florida Power & Light Company may issue other securities in the future that have a similar right to delay interest or distribution payments and similar dividend restrictions in the event of the exercise of such rights.
 
In addition, FPL Group may issue one or more series of its serial preferred stock, $.01 par value, without the approval of its shareholders.  Each series may have terms that differ from those of any other series and may provide for dividend, liquidation, voting and other rights that are superior or prior to those of FPL Group’s common stock.
 
Voting Rights and Non-Cumulative Voting.   In general, the holders of FPL Group common stock are entitled to one vote per share for the election of directors and for other corporate purposes.  The Charter:
 
 
(1)
permits the shareholders to remove a director only for cause and only by the affirmative vote of 75% in voting power of the outstanding shares of common stock and other outstanding voting stock, voting as a class;
 
 
(2)
provides that a vacancy on the Board of Directors may be filled only by the remaining directors;
 
 
 
(3)
permits shareholders to take action only at an annual meeting, or a special meeting duly called by certain officers, the Board of Directors or the holders of a majority in voting power of the outstanding shares of voting stock entitled to vote on the matter;
 
 
(4)
requires the affirmative vote of 75% in voting power of the outstanding shares of voting stock to approve certain Business Combinations (as defined below) with an Interested Shareholder (as defined below) or its affiliate, unless approved by a majority of the Continuing Directors (as defined below) or, in certain cases, unless certain minimum price and procedural requirements are met; and
 
 
(5)
requires the affirmative vote of 75% in voting power of the outstanding shares of voting stock to amend the bylaws or to amend certain provisions of the Charter including those provisions discussed in (1) through (4) above.
 
Such provisions may have significant effects on the ability of the shareholders to change the composition of an incumbent Board of Directors or to benefit from certain transactions which are opposed by an incumbent Board of Directors.
 
The term “Interested Shareholder” is defined in the Charter to include a security holder who owns 10% or more in voting power of the outstanding shares of voting stock, and the term “Continuing Director” is defined in the Charter to include any director who is not an affiliate of an Interested Shareholder.  The above provisions dealing with Business Combinations involving FPL Group and an Interested Shareholder may discriminate against a security holder who becomes an Interested Shareholder by reason of the beneficial ownership of such amount of common or other voting stock.  The term “Business Combination” is defined in the Charter to include:
 
 
(1)
any merger or consolidation of FPL Group or any direct or indirect majority-owned subsidiary with (a) an Interested Shareholder or (b) any other corporation which is, or after such merger or consolidation would be, an affiliate of an Interested Shareholder;
 
 
(2)
any sale, lease, exchange, mortgage, pledge, transfer or other disposition in one transaction or a series of transactions to or with any Interested Shareholder or any affiliate of an Interested Shareholder of assets of FPL Group or any direct or indirect majority-owned subsidiary having an aggregate fair market value of $10,000,000 or more;
 
 
(3)
the issuance or transfer by FPL Group or any direct or indirect majority-owned subsidiary in one transaction or a series of transactions of any securities of FPL Group or any subsidiary to any Interested Shareholder or any affiliate of any Interested Shareholder in exchange for cash, securities or other property, or a combination thereof, having an aggregate fair market value of $10,000,000 or more;
 
 
(4)
the adoption of any plan or proposal for the liquidation or dissolution of FPL Group proposed by or on behalf of an Interested Shareholder or an affiliate of an Interested Shareholder; or
 
 
(5)
any reclassification of securities, including any reverse stock split, or recapitalization, of FPL Group, or any merger or consolidation of FPL Group with any of its direct or indirect majority-owned subsidiaries or any other transaction which has the direct or indirect effect of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of FPL Group or any direct or indirect wholly-owned subsidiary which is directly or indirectly owned by any Interested Shareholder or any affiliate of any Interested Shareholder.
 
The holders of common stock do not have cumulative voting rights, and therefore the holders of more than 50% of a quorum (majority) of the outstanding shares of common stock can elect all of FPL Group’s directors.  Unless otherwise provided in the Charter or the bylaws or in accordance with applicable law, the affirmative vote of a majority of the total number of shares represented at a meeting and entitled to vote is required for shareholder action on a matter.  Voting rights for the election of directors or otherwise, if any, for any series of the serial preferred stock, will be established by the Board of Directors when such series is issued.
 
 
Liquidation Rights.   After satisfaction of creditors and payments due the holders of serial preferred stock, if any, the holders of common stock are entitled to share ratably in the distribution of all remaining assets.
 
Item 5.    Interests of Named Experts and Counsel.
 
None.
 
Item 6.    Indemnification of Directors and Officers.
 
Section 607.0850 of the Florida Statutes generally permits FPL Group to indemnify its directors, officers, employees or other agents who are subject to any third-party actions because of their service to FPL Group if such persons acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of FPL Group.  If the proceeding is a criminal one, such person must also have had no reasonable cause to believe his conduct was unlawful.  In addition, FPL Group may indemnify its directors, officers, employees or other agents who are subject to derivative actions against expenses and amounts paid in settlement which do not exceed, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, including any appeal thereof, actually and reasonably incurred in connection with the defense or settlement of such proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of FPL Group.  To the extent that a director, officer, employee or other agent is successful on the merits or otherwise in defense of a third-party or derivative action, such person will be indemnified against expenses actually and reasonably incurred in connection therewith.  This section of the Florida Statutes also permits FPL Group to further indemnify such persons by other means unless a judgment or other final adjudication establishes that such person’s actions or omissions which were material to the cause of action constitute any of the following:
 
 
·
a crime (unless such person had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe it unlawful);
 
 
·
a transaction from which he derived an improper personal benefit;
 
 
·
an action in violation of Florida Statutes Section 607.0834 (unlawful distributions to shareholders); or
 
 
·
willful misconduct or a conscious disregard for the best interests of FPL Group in a proceeding by or in the right of FPL Group to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.
 
Furthermore, Florida Statutes Section 607.0831 provides, in general, that no director shall be personally liable for monetary damages to a corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, unless:
 
 
·
the director breached or failed to perform his duties as a director; and
 
 
·
the director’s breach of, or failure to perform, those duties constitutes any of the following:
 
 
o
a violation of criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;
 
 
o
a transaction from which the director derived an improper personal benefit, either directly or indirectly;
 
 
o
a circumstance under which the liability provisions of Florida Statutes Section 607.0834 are applicable;
 
 
o
in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct; or
 
 
 
o
in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.
 
The term “recklessness,” as used above, means the action, or omission to act, in conscious disregard of a risk: (a) known, or so obvious that it should have been known, to the director; and (b) known to the director, or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow from such action or omission.
 
FPL Group’s bylaws provide generally that FPL Group shall, to the fullest extent permitted by law, indemnify all of its directors and officers, directors, officers, or other employees serving as a fiduciary of an employee benefit plan of FPL Group, as well as any employees or agents of FPL Group’s or other persons serving at the request of FPL Group in any capacity with any entity or enterprise other than FPL Group to whom FPL Group has agreed to grant indemnification to the extent that any such person is made a party or threatened to be made a party or called as a witness or is otherwise involved in any action, suit, or proceeding in connection with his status as an indemnified person.  Such indemnification covers all expenses incurred by any indemnified person (including attorneys’ fees) and all liabilities and losses (including judgments, fines and amounts to be paid in settlement) incurred thereby in connection with any such action, suit or proceeding.
 
In addition, FPL Group carries insurance permitted by the laws of Florida on behalf of directors, officers, employees or agents which may cover, among other things, liabilities under the Securities Act.
 
Item 7.    Exemption from Registration Claimed.
 
Not applicable.
 
Item 8.    Exhibits.
 
*4(a)      
Restated Articles of Incorporation of FPL Group dated December 31, 1984, as amended through March 10, 2005 (filed as Exhibit 3(i) to Registration Statement on Form S-4 dated April 28, 2005, File No. 333-124438).
*4(b)      
Amendment to FPL Group’s Restated Articles of Incorporation dated July 3, 2006 (filed as Exhibit 3(i) to Form 8-K dated June 30, 2006, File No. 1-8841).
*4(c)      
Amended and Restated Bylaws of FPL Group, as amended through May 26, 2006 (filed as Exhibit 3(ii)a to Form 10-Q for the quarter ended June 30, 2006, File No. 1-8841).
*4(d)      
Mortgage and Deed of Trust dated as of January 1, 1944, and One hundred and eleven Supplements thereto, between FPL and Deutsche Bank Trust Company Americas, Trustee (filed as Exhibit B-3, File No. 2-4845; Exhibit 7(a), File No. 2-7126; Exhibit 7(a), File No. 2-7523; Exhibit 7(a), File No. 2-7990; Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5, File No. 2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255; Exhibit 4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File No. 2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No. 2-20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c), File No. 2-23142; Exhibit 2(c), File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File No. 2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c), File No. 2-37679; Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File No. 2-41312; Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File No. 2-46502; Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No. 2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c), File No. 2-52826; Exhibit 2(c), File No. 2-53272; Exhibit 2(c), File No. 2-54242; Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d), File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239; Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No. 2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b), File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File No. 2-75762; Exhibit 4(c), File No. 2-77629; Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669; Exhibit 99(a) to Post-Effective Amendment No. 1 to Form S-3, File No. 33-46076; Exhibit 4(b) to Form 10-K for the year ended December 31, 1993, File No. 1-3545; Exhibit 4(i) to Form 10-Q for the quarter
 

 
  ended June 30, 1994, File No. 1-3545; Exhibit 4(b) to Form 10-Q for the quarter ended June 30, 1995, File No. 1-3545; Exhibit 4(a) to Form 10-Q for the quarter ended March 31,1996, File No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended June 30, 1998, File No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended March 31, 1999, File No. 1-3545; Exhibit 4(f) to Form 10-K for the year ended December 31, 2000, File No. 1-3545; Exhibit 4(g) to Form 10-K for the year ended December 31, 2000, File No. 1-3545; Exhibit 4(o), File No. 333-102169; Exhibit 4(k) to Post-Effective Amendment No. 1 to Form S-3, File No. 333-102172; Exhibit 4(l) to Post-Effective Amendment No. 2 to Form S-3, File No. 333-102172; Exhibit 4(m) to Post-Effective Amendment No. 3 to Form S-3, File No. 333-102172 and Exhibit 4(a) to Form 10-Q for the quarter ended September 30, 2004, File No. 2-27612); Exhibit 4(f) to Amendment No. 1 to Form S-3, File No. 333-125275; Exhibit 4(y) to Post-Effective Amendment No. 2 to Form S-3, File Nos. 333-116300, 333-116300-01 and 333-116300-02; Exhibit 4(z) to Post-Effective Amendment No. 3 to Form S-3, File Nos. 333-116300, 333-116300-01 and 333-116300-02; Exhibit 4(b) to Form 10-Q for the quarter ended March 31, 2006, File No. 2-27612; and Exhibit 4(a) to Form 8-K dated April 17, 2007, File No. 2-27612).
5      
Opinion and consent of Edward F. Tancer, Esq.
23(a)      
Consent of Deloitte & Touche LLP.
23(b)      
Consent of Edward F. Tancer, Esq. (included in Exhibit 5 to this registration statement).
24      
Power of Attorney (included on the signature pages of this registration statement).
99      
FPL Group, Inc. 2007 Non-Employee Directors Stock Plan.
*  Incorporated by reference as indicated.
 
Item 9.    Undertakings.
 
(a)     The undersigned registrant hereby undertakes:
 
(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i)      To include any prospectus required by section 10(a)(3) of the Securities Act;
 
(ii)     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement; and
 
(iii)     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
provided, however, that the registrant need not file a post-effective amendment to include the information required to be included by subsection (a)(1)(i) or (a)(1)(ii) if such information is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
 
(2)     That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b)     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section
 
 
15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide   offering thereof.
 
(c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 
POWER OF ATTORNEY
 
Each director and/or officer of the registrant whose signature appears below hereby appoints the agent for service named in this registration statement as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, to this registration statement, and the registrant hereby also appoints such agent for service as its attorney-in-fact with like authority to sign and file any such amendments in its name and behalf.
 
SIGNATURES
 
THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Juno Beach, State of Florida, on the 14th day of June, 2007.
 
 
FPL GROUP, INC.
 
 
 
By:
/s/ LEWIS HAY, III
   
Lewis Hay, III
Chairman of the Board, Chief Executive Officer and Director
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
 
 /s/ LEWIS HAY, III
Lewis Hay, III
 
 
Chairman of the Board, Chief Executive Officer
and Director (Principal Executive Officer)
 
 
June 14, 2007
 
 /s/ MORAY P. DEWHURST
Moray P. Dewhurst
 
 
Vice President, Finance and Chief Financial Officer
(Principal Financial Officer)
 
 
June 14, 2007
 
 /s/ K. MICHAEL DAVIS
K. Michael Davis
 
 
Controller and Chief Accounting Officer
(Principal Accounting Officer)
 
 
June 14, 2007
 
 /s/ SHERRY S. BARRAT
Sherry S. Barrat
 
 
Director
 
 
June 14, 2007
 
 /s/ ROBERT M. BEALL, II
Robert M. Beall, II
 
 
Director
 
 
June 14, 2007
 
 
 
 /s/ J. HYATT BROWN
J. Hyatt Brown
 
 
Director
 
June 14, 2007
 
 /s/ JAMES L. CAMAREN
James L. Camaren
 
 
Director
 
 
June 14, 2007
 
 /s/ J. BRIAN FERGUSON
J. Brian Ferguson
 
 
Director
 
 
June 14, 2007
 
 /s/ TONI JENNINGS
Toni Jennings
 
 
Director
 
 
June 14, 2007
 
 /s/ OLIVER D. KINGSLEY, JR.
Oliver D. Kingsley, Jr.
 
 
Director
 
 
June 14, 2007
 
 /s/ RUDY E. SCHUPP
Rudy E. Schupp
 
 
Director
 
 
June 14, 2007
 
 /s/ MICHAEL H. THAMAN
Michael H. Thaman
 
 
Director
 
 
June 14, 2007
 
  /s/ HANSEL E. TOOKES, II
Hansel E. Tookes, II
 
 
Director
 
 
June 14, 2007
 
 /s/ PAUL R. TREGURTHA
Paul R. Tregurtha
 
Director
 
 
June 14, 2007
 
 
Index to Exhibits

Exhibit
Number
Description                    
    5       
Opinion and consent of Edward F. Tancer, Esq.
23(a)      
Consent of Deloitte & Touche LLP.
23(b)      
Consent of Edward F. Tancer, Esq. (included in Exhibit 5 to this registration statement).
       24
Power of Attorney (included on the signature pages of this registration statement). 
99          
FPL Group, Inc. 2007 Non-Employee Directors Stock Plan.
 
Exhibit 5

June 14, 2007

FPL Group, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408


Ladies and Gentlemen:

As Vice President & General Counsel of FPL Group, Inc., a Florida corporation ("FPL Group"), I have participated in the preparation of a registration statement on Form S-8 (the "Registration Statement") to be filed by FPL Group with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), on or about the date hereof in connection with the FPL Group, Inc. 2007 Non-Employee Directors Stock Plan ("Directors Plan").  The Registration Statement registers up to 450,000 shares of FPL Group common stock, $.01 par value ("Common Stock"), for issuance under the Directors Plan (the "Shares"). This opinion is given with respect to the Shares to the extent they are newly-issued shares of Common Stock.

In connection therewith, I have reviewed (i) FPL Group's Restated Articles of Incorporation as amended to the date hereof ("FPL Group Charter") and FPL Group's Bylaws as amended to the date hereof; (ii) the Directors Plan; (iii) resolutions adopted by the Board of Directors of FPL Group on February 16, 2007, with respect to the adoption of the Directors Plan and authorization and registration of the Shares; (iv) a proposal approved by the shareholders at the 2007 Annual Meeting of the Shareholders of FPL Group with respect to the Directors Plan; and (v) such other corporate records, certificates and other documents and such questions of law as I have considered necessary or appropriate for the purposes of this opinion.

I have also reviewed the relevant statutory provisions of the Florida Business Corporation Act and such other legal authority in Florida as I have deemed relevant.

Based upon the foregoing, I am of the opinion that the Common Stock related to the Shares will be validly issued, fully paid and non-assessable when issued in accordance with the terms set forth in the Directors Plan and as contemplated by the Registration Statement.

I am a member of the Florida Bar, and the foregoing opinion is limited to the laws of the State of Florida and the federal laws of the United States insofar as they bear on the matters covered hereby.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ EDWARD F. TANCER

Edward F. Tancer, Esq.
 
 
Exhibit 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2007 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to FPL Group, Inc.’s accounting changes resulting from the adoption of new accounting standards) relating to the consolidated financial statements of FPL Group, Inc. and our report dated February 26, 2007 relating to management's report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of FPL Group, Inc. for the year ended December 31, 2006.

/s/ DELOITTE & TOUCHE LLP
Miami, Florida
June 14, 2007
 
 
Exhibit 99

FPL Group, Inc.
2007 NON-EMPLOYEE DIRECTORS STOCK PLAN
 
Article I
 
Purpose
 
The purpose of the FPL Group, Inc. 2007 Non-Employee Directors Stock Plan is to further strengthen the alignment of interests between members of the Board of Directors of FPL Group, Inc. who are not employees of the Corporation and the Corporation’s shareholders through the increased ownership by non-employee directors of shares of the Corporation’s common stock. This Plan replaces the FPL Group, Inc. Amended and Restated Non-Employee Director Stock Plan, which has a termination date of May 12, 2007.
 
Article II
 
Definitions
 
The following definitions shall apply for the purposes of this Plan, unless a different meaning is plainly indicated by the context:
 
Section 2.1    Beneficiary means the person designated by an Eligible Director to receive any Shares or other consideration with respect to Shares to be issued to such Eligible Director that become distributable following the Eligible Director’s death.
 
Section 2.2    Board means the Board of Directors of the Corporation.
 
Section 2.3    Committee means the Committee described in section 4.1.
 
Section 2.4    Corporation means FPL Group, Inc., a corporation organized and existing under the laws of the State of Florida, and any successor thereto.
 
Section 2.5    Disability means a condition of incapacity, mental or physical, for the performance of services which the Committee determines, on the basis of competent medical evidence, is likely to be permanent, to continue for an indefinite period of at least one hundred eighty (180) days, or to result in death.
 
Section 2.6    Dividend Equivalent means a right, granted to a Recipient under section 5.5, to receive cash, Shares, or other property equal in value to dividends paid with respect to a specified number of Shares.
 
Section 2.7    Effective Date means May 25, 2007.
 
Section 2.8    Eligible Director on any date means a member of the Board who is not a common-law employee of the Corporation.
 
Section 2.9    Exchange Act means the Securities Exchange Act of 1934, as amended.
 
Section 2.10    Fair Market Value means, with respect to a Share on a specified date:  (a) the final reported sales price on the date in question (or if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) as reported in the principal consolidated reporting system with respect to securities listed or admitted to trading on the principal United States securities exchange on which the Shares are listed or admitted to trading, as of the close of the market in New York City and without regard to after-hours trading activity; or (b) if the Shares are not listed or admitted to trading on any such exchange, the closing bid quotation with respect to a Share on such date, as of the close of the market in New York City and without regard to after-hours trading activity, on the National Association of Securities Dealers Automated Quotations System, or, if no such quotation is provided, on another similar system, selected by the Committee, then in use; or (c) if sections 2.10(a) and (b) are not applicable, the fair market value of a Share as the Committee may determine.
 
Section 2.11    Grant Instrument   means the written agreement between an Eligible Director and the Corporation evidencing his or her rights under the Plan. In the absence of such a written agreement, written resolutions of the Committee or the members of the Board who are independent directors adopted in accordance with the Plan evidencing the Eligible Director’s rights under the Plan shall be deemed a Grant Instrument.
 
 
Section 2.12    Non-Employee Director means a member of the Board who qualifies as a non-employee director for purposes of Rule 16b-3 promulgated under the Exchange Act or the corresponding provisions of any successor rule or regulation.
 
Section 2.13    Plan means the FPL Group, Inc. 2007 Non-Employee Directors Stock Plan, as amended from time to time.
 
Section 2.14    Recipient means the person to whom Shares or Dividend Equivalents are issued under the Plan.
 
Section 2.15    Retirement means termination of service as a member of the Board pursuant to the Corporation’s mandatory retirement policy for non-employee directors as in effect from time to time.
 
Section 2.16    Service means, unless the Committee provides otherwise in a Grant Instrument, service in any capacity as a common-law employee, consultant or non-employee director to the Corporation or a parent or subsidiary of the Corporation.
 
Section 2.17    Share means a share of Common Stock, par value $.01 per share, of FPL Group, Inc. In the event Shares are converted into or exchanged for other securities, or an adjustment is made under section 6.3 which converts Shares available under the Plan into other securities, references to Shares shall include, as appropriate, references to such other securities.
 
Article III
 
Available Shares
 
Section 3.1    Shares Available under the Plan.   Subject to Article VII, the maximum aggregate number of Shares which may be issued under sections 5.1, 5.3, and 5.4 of the Plan shall be 450,000   Shares. Shares issued under the Plan may be either authorized and unissued shares, treasury shares or shares purchased in the open market.
 
Section 3.2    Computation of Shares Available.   For purposes of section 3.1, the number of Shares available under the Plan shall be (a) reduced by one (1) Share for each Share issued under sections 5.1, 5.3 and 5.4 and (b) increased by one (1) Share for each Share forfeited pursuant to the terms of the Plan.
 
Article IV
 
Administration
 
Section 4.1    Committee.   The Plan shall be administered by a committee of two or more individuals appointed by the Board who are Non-Employee Directors. Unless otherwise determined by the Board, the Compensation Committee shall act as the Committee hereunder. The members of the Committee shall serve at the discretion of the Board.  Those members of the Board who are “independent directors” under the corporate governance standards of the principal national securities exchange on which the Corporation lists its securities may, in their discretion, take any action and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan as if done or exercised by the Committee. No member of the Committee or the independent directors shall participate in any action taken by such body under the Plan if he or she is personally affected thereby, unless all members of the Committee or independent directors, as applicable, are similarly affected.
 
Section 4.2    Committee Action.   The Committee shall hold such meetings, and may make such administrative rules and regulations for the conduct of its meetings, as it may deem proper. A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which a quorum is present, as well as actions taken pursuant to the written consent of a majority of all of the members of the Committee without holding a meeting, shall be deemed to be actions of the Committee. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by the Secretary of the Committee and one member of the Committee, by two members of the Committee or by a representative of the Committee authorized to sign the same in its behalf.
 
Section 4.3    Committee Responsibilities.   Subject to the terms and conditions of the Plan and such limitations as may be imposed by the Board, the Committee shall be responsible for the overall management and administration of the Plan and shall have plenary authority to carry out its responsibilities, including, without limitation, the authority:  (a) to interpret the provisions of the Plan, and to determine all questions that may arise under the Plan;   (b) to adopt rules and regulations and to prescribe forms for the operation and administration of the Plan; (c) to take any other action not inconsistent with the provisions of the Plan that it may deem necessary or appropriate.  All
 
 
decisions, determinations and other actions of the Committee made or taken in accordance with the terms of the Plan shall, in the absence of manifest error, be final and conclusive and binding upon the Corporation and all other parties having an interest therein.
 
Article V
 
Full Value Shares
 
Section 5.1    Discretionary Grants.   The Committee, in its discretion, may make a grant of Shares (or an interest in Shares, however denominated, to be settled in the future by delivery of Shares) to any one or more Eligible Directors as consideration for services rendered or promised to be rendered as a member of the Board or its committees at such times, for such number of Shares and on such other terms and conditions (including but not limited to restrictions on the voting and dividend rights associated with such Shares, service-related vesting and forfeiture provisions and holding period and transfer restrictions) as the Committee may determine and specify in a Grant Instrument.  Unless the Committee determines otherwise and so specifies in a Grant Instrument, grants under this section 5.1: (a) shall be in the form of issued and outstanding Shares registered in the name of the Eligible Director; (b) shall be fully vested and nonforfeitable when awarded; (c) shall carry full voting and dividend rights in favor of the holder of record from the date of grant; and (d) may not be sold or transferred so long as the recipient remains a member of the Board. Unless an Eligible Director requests, with the Committee’s consent, or the Committee determines otherwise, grants under this section 5.1 shall be effected by direct registration of the Shares in a book-entry account on the Corporation’s stock transfer records established for the Eligible Director by the Corporation’s transfer agent. The Committee shall make such arrangements for control of Shares issued under this section 5.1, or for the imposition of restrictions on certificates, book-entry accounts or other evidence of such Shares, as it deems necessary or appropriate to enforce the transfer restriction and other provisions of this section 5.1 and the Grant Instrument.
 
Section 5.2    Voluntary Conversion of Cash Compensation.   A Non-Employee Director may elect, at such time and in such manner as the Committee may prescribe, that all or any portion of his or her compensation for service on the Board and its committees that, after the application of section 5.1, is payable in cash be converted into and distributed to the Eligible Director in Shares of equivalent Fair Market Value. The Committee shall determine the dates and frequency of such conversion and distribution. Shares distributed under this section 5.2 shall be fully vested and nonforfeitable. Unless an Eligible Director requests or the Committee determines otherwise, distribution under this section 5.2 shall be effected by direct registration of the Shares in a book-entry account on the Corporation’s stock transfer records established for the Eligible Director by the Corporation’s transfer agent.
 
Section 5.3    Awards to New Directors.   The Committee may make a one-time award of Shares to an Eligible Director who is first elected to the Board after the date on which this Plan becomes effective. Any such award shall be made within six (6) months after such Eligible Director is first elected to the Board. The Committee shall determine the number of Shares included in such award. Such Shares may not be sold or transferred by the recipient so long as he or she remains a member of the Board and shall be forfeited if, within five (5) years after the date of his or her initial election, he or she ceases to be a Director for any reason other than death, Disability or Retirement. The Committee shall make such arrangements for control of Shares issued under this section 5.3, or for the imposition of restrictions on certificates, book-entry accounts or other evidence of such Shares, as it deems necessary or appropriate to enforce the transfer restriction and forfeiture provisions of this section 5.3.
 
Section 5.4    Dividend Equivalents.   The Committee is authorized to grant Dividend Equivalents to Recipients. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares or awards, or otherwise reinvested.
 
Section 5.5    Deferral.   Compensation payable under this Plan shall be eligible for deferral for federal (and, to the extent applicable, state and local) income tax purposes if and to the extent provided under a separate written deferred compensation plan of the Corporation that complies with the requirements of section 409A of the Internal Revenue Code of 1986 and the regulations promulgated thereunder.  The provisions of such deferred compensation plan shall determine, among other things, the dates as of which Shares issuable under this Plan shall be issued and/or transferred to the Eligible Director, and the dates as of which dividend, voting and other rights associated with such Shares shall attach, but in no event shall such dates be earlier than the corresponding dates that would apply under this Plan in the absence of a deferral election.
 
 
Article VI
 
Amendment, Termination and Adjustments
 
Section 6.1    Termination.   The Board may suspend or terminate the Plan in whole or in part at any time prior to the tenth anniversary of the Effective Date by giving written notice of such suspension or termination to the Committee. Unless sooner terminated, the Plan shall terminate automatically on the day preceding the tenth anniversary of the Effective Date. In the event of any suspension or termination of the Plan, all awards theretofore granted under the Plan that are outstanding on the date of such suspension or termination shall remain outstanding for the period and on the terms and conditions set forth in the Grant Instruments evidencing such awards.
 
Section 6.2    Amendment.   The Board may amend the Plan in whole or in part at any time; provided, however, that, to the extent required to comply with the corporate governance standards imposed under the listing requirements established by any national securities exchange on which the Corporation lists or seeks to list Shares, no such amendment shall be effective if it amends a material term of the Plan unless approved by the holders of a majority of the votes cast on a proposal to approve such amendment.
 
Section 6.3    Adjustments in the Event of Business Reorganization.   In the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Shares for other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or other similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Recipients under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of securities deemed to be available thereafter for issuances of Shares in the aggregate to all Eligible Directors and individually to any one Eligible Director and (ii) the number and kind of securities that may be delivered or deliverable in respect of undistributed Shares. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, grants of Shares (including, without limitation, cancellation of awards in exchange for the in-the-money value, if any, of the vested portion thereof, or substitution of Shares using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Corporation or any parent or subsidiary or the financial statements of the Corporation or any parent or subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.
 
Article VII
 
Miscellaneous
 
Section 7.1    Status as an Employee Benefit Plan.   This Plan is not intended to satisfy the requirements for qualification under section 401(a) of the Code or to satisfy the definitional requirements for an “employee benefit plan” under section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. It is intended to be a non-qualified compensation program for self-employed individuals that is exempt from the regulatory requirements of the Employee Retirement Income Security Act of 1974, as amended. The Plan shall be construed and administered so as to effectuate this intent.
 
Section 7.2    No Right to Continued Service.   Neither the establishment of the Plan nor any provisions of the Plan nor any action of the Board or the Committee with respect to the Plan shall be held or construed to confer upon any Eligible Director any right to a continuation of his or her position with the Corporation as a director or otherwise. The Corporation reserves the right to remove any participating member of the Board or terminate his or her service in other capacities or change the terms and conditions of any such service to the same extent it could do so if the Plan had not been adopted.
 
Section 7.3    Construction of Language.   Whenever appropriate in the Plan, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to an Article or section number shall refer to an Article or section of this Plan unless otherwise indicated. The headings of Articles and sections are included solely for convenience of reference. If there is any conflict between such headings and the text of the Plan, the text shall control.
 
Section 7.4    Governing Law.   The Plan shall be construed, administered and enforced according to the laws of the State of Florida without giving effect to the conflict of laws principles thereof. The federal and state courts
 
 
located in Palm Beach County, Florida shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any Shares granted under this Plan, each Eligible Director, and any other person claiming any rights under the Plan, agrees to submit himself, and any such legal action as he or she shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.
 
Section 7.5    Non-Alienation of Benefits.   Except as expressly provided in the Plan, the right to receive a benefit under the Plan shall not be subject in any manner to anticipation, alienation or assignment, nor shall such right be liable for or subject to debts, contracts, liabilities, engagements or torts.
 
Section 7.6    Notices.   Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party: (a) if to the Committee:   FPL Group, Inc., 700 Universe Boulevard, Juno Beach, FL 33408, Attention:  Corporate Secretary; and (b) if to a Recipient or Beneficiary to the Recipient’s or Beneficiary’s address as shown in the Corporation’s records.
 
Section 7.7    Approval of Shareholders.   The Plan shall be subject to approval by the Corporation’s shareholders. Any Shares granted prior to the date such approval is obtained shall be granted contingent on such approval and shall be void ab initio in the event such approval is not obtained.
 
Section 7.8    Designation of Beneficiary.   An Eligible Director who has received an award may designate a Beneficiary to receive any payments or unvested Shares that become payable or vested on the date of his or her death. Such designation (and any change or revocation of such designation) shall be made in writing in the form and manner prescribed by the Committee. In the event that the Beneficiary designated by an Eligible Director dies prior to the Eligible Director, or in the event that no Beneficiary has been designated, any payments or vested Shares that become available for distribution on the Eligible Director’s death shall be paid to the executor or administrator of the Eligible Director’s estate, or if no such executor or administrator is appointed within such time as the Committee, in its sole discretion, shall deem reasonable, to such one or more of the spouse and descendants and blood relatives of such deceased person as the Committee may select.
 
Section 7.9    Conditions to the Issuance of Shares.   The Corporation’s obligation to deliver Shares shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Eligible Director or Beneficiary to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. The Corporation shall not be required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (ii) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.
 
Section 7.10    Effect of Grant Instrument.   To the extent Shares are issued or issuable to an Eligible Director hereunder in consideration for the performance of future services, the Eligible Director’s performance of services for the Corporation after knowing such Shares have been issued shall be deemed acceptance of a written contract for the performance of such future service, in the form of the Grant Instrument.
 
Section 7.11    Compliance with Section 409A of the Code.   To the extent that the Plan and/or Shares granted under the Plan are construed to be non-qualified deferred compensation plans described in section 409A of the Code, the Plan and any Grant Instruments shall be operated, administered and construed so as to comply with the requirements of section 409A. The Plan and any Grant Instruments shall be subject to amendment, with or without advance notice to Recipients and other interested parties, and on a prospective or retroactive basis, including, but not limited to, amendment in a manner that adversely affects the rights of Recipients and other interested parties, to the extent necessary to effect compliance with section 409A of the Code.