September 27, 2002
FPL Group special committee of independent directors completes
review of payments to executives in connection with Entergy transaction
JUNO BEACH, Fla. -- FPL Group, Inc. (NYSE:FPL) announced
today that its special committee of independent directors, in conjunction
with the law firm Wilmer, Cutler & Pickering, has completed a
comprehensive review of payments made in December 2000 to senior
executives and nearly 700 other employees in connection with FPL
Group's proposed merger with Entergy Corporation, concluding that
it was contractually obligated to make "change of control" payments
upon shareholder approval of the merger. The merger was subsequently
terminated by mutual consent. Results of the review are contained
in a 98-page report from the special independent committee filed
in federal court today.
The special independent committee's report, based on months of interviews
and a review of nearly 100,000 pages of documents, recommends that
FPL Group seek dismissal of the two shareholder lawsuits which contend
that the company had no contractual obligation to make the payments.
The report notes that the company's 1994 Long Term Incentive Plan
(LTIP) was approved by shareholders on two separate occasions, in
both 1994 and 1999. According to the report, the company's 2000 proxy
statement, which was sent to shareholders in connection with their
approval of the merger, "contained numerous references to the
fact that FPL Group would make accelerated LTIP payments upon shareholder
approval of the merger."
After careful review of the special independent committee report,
the FPL Group board (with only independent directors participating)
has determined that pursuit of the plaintiffs' claims is not in the
best interest of the company's shareholders. Therefore, FPL Group
said it intends to file a motion to dismiss the consolidated lawsuits.
Additionally, during the course of the special committee's investigation
of the allegations in the lawsuits, a separate question arose concerning
the interpretation of the provisions of the LTIP pursuant to which
the payments to eight senior officers were calculated. The board,
the affected officers (two of whom have retired from the company),
and their respective legal counsel are discussing resolution of the
issue. Any change from the original interpretation could result in
a repayment to the company of up to approximately $9 million.
FPL Group, with annual revenues of more than $8 billion, is nationally
known as a high quality, efficient, and customer-driven organization
focused on energy-related products and services. With a growing presence
in 21 states, it is widely recognized as one of the country's premier
power companies. Its principal subsidiary, Florida Power & Light
Company, serves approximately 4 million customer accounts in Florida.
FPL Energy, LLC, an FPL Group energy-generating subsidiary, is a
leader in producing electricity from clean and renewable fuels. Additional
information is available on the Internet at
www.fplgroup.com,
www.fpl.com and
www.fplenergy.com.

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