FPL Group, Inc. Corporate Communications Department Media Line: (305) 552-3888 Contact: Bill Swank June 17, 1996 FOR IMMEDIATE RELEASE FPL GROUP ADOPTS SHAREHOLDER RIGHTS PLAN JUNO BEACH, Fla. -- FPL Group, Inc. (NYSE:FPL) today announced that it has adopted a Shareholder Rights Plan to become effective July 1, 1996, replacing a similar plan adopted in 1986. Under the new plan, the company is granting one Right per share of common stock payable to shareholders of record at the close of business on July 1, 1996. The Rights will expire on June 30, 2006, unless extended or redeemed. "The Rights are designed to assure that all shareholders receive fair and equal treatment in the event of any proposed takeover of the company," James L. Broadhead, chairman and chief executive officer of FPL Group, said "and to guard against partial tender offers, squeeze-outs, and other abusive tactics to gain control of the company without paying all shareholders a fair price." Mr. Broadhead said the Rights will not prevent a takeover but should encourage anyone seeking to acquire the company to negotiate with the board of directors prior to attempting a takeover. He said the board of directors is not currently aware of any individual or group that is seeking to acquire control of the company. The Rights will be exercisable only if a person or group acquires 10 percent or more of FPL Group's common stock or announces a tender offer that would result in ownership by a person or group of 10 percent or more of the company's common stock. Each Right will entitle shareholders to buy one one-hundredth of a share of the company's currently existing Series A Junior Participating Preferred Stock at an exercise price of $120. Prior to the acquisition by a person or group of beneficial ownership of 10 percent or more of the company's common stock, the board of directors at its option, may redeem the Rights for one cent per Right. If a person or group acquires 10 percent or more of the company's common stock, each Right will entitle its holder to purchase, at the Right's then current exercise price, a number of the company's common shares having a market value of twice such price. If the company is acquired in a merger or other business combination transaction after a person has acquired 10 percent or more of the company's outstanding common stock, each Right will entitle its holder to purchase, at the Right's then current exercise price, a number of the acquiring company's common shares having a market value of twice such price. Following the acquisition by a person or group of beneficial ownership of 10 percent or more of the Company's common stock and prior to the acquisition of 50 percent or more of the common stock, the board of directors may exchange the Rights, in whole or in part, at an exchange ratio of one share of common stock, or one one- hundredth of a share of preferred stock, per Right. A summary of the Shareholder Rights Plan will be mailed to all FPL Group shareholders in the near future, Mr. Broadhead added. FPL Group, Inc. is a holding company. Its principal subsidiary is Florida Power & Light Company, one of the largest electric utilities in the nation.