Edgar Filing: BROWN HYATT J

form5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
W	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
W	Form 3 Holdings Reported
W	Form 4 Transactions Reported

1. Name and Address of Reporting Person

Brown, J. Hyatt

2. Issuer Name and Ticker or Trading Symbol

FPL Group, Inc. (FPL)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director

10% Owner

Officer (give title below)

Other (specify below)

(Last) (First) (Middle)

Brown & Brown, Inc.
PO Drawer 2412

3. I.R.S. Identification Number of
Reporting Person, if an entity
(Voluntary)

4. Statement for Month/Year

December 31, 2002

7. Individual or Joint/Group Reporting (Check Applicable Line)

(Street)
Daytona Beach, FL 32115

5. If Amendment, Date of
Original (Month/Year)

Form filed by One Reporting Person

(City) (State) (Zip)

Form filed by More than One Reporting Person

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

2. Transaction
Date

(Month/
Day/
Year)

2A.
Deemed
Execution
Date, if any

(Month/
Day/
Year)

3. Transaction Code

4. Securities Acquired (A)
or Disposed of (D)

5. Amount of Securities
Beneficially Owned at
End of Issuer's Fiscal Year

6. Ownership
    Form:
    Direct
    (D) or
    Indirect (I)

7. Nature of
    Indirect
    Beneficial
    Ownership

Amount

A or D

Price

Common Stock

1/02/02

- -

A ⁽¹⁾

700

- -

12,300

Common Stock

- -

100

I ⁽²⁾

By Son

Common Stock

- -

250

I ⁽²⁾

By Son

FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative
Security

2. Conversion
    or Exercise
    Price of
    Derivative
    Security

3. Trans-
action
Date

(Month/
Day/
Year)

3A.
Deemed
Execu-
tion Date,
if any

(Month/
Day/
Year

4. Trans
action
Code

5. Number of
    Derivative
    Securities
    Acquired (A)
    or Disposed
    of (D)

6. Date Exercisable
and Expiration Date
(Month/Day/Year)

7. Title and Amount
of Underlying
Securities

8. Price of
Derivative
Security

9. Number of
    Derivative
    Securities
    Beneficially
    Owned at
    End of
    Year

10. Ownership
      of
      Derivative
      Security:
      Direct (D)
      or Indirect
      (I)

11. Nature of
      Indirect
      Beneficial
      Ownership

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Phantom Shares

_ _

4,095 ⁽³⁾

Explanation of Responses:

⁽¹⁾    Restricted stock grant made pursuant to the FPL Group, Inc. Non-Employee Directors Stock Plan.

⁽²⁾    The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

⁽³⁾    Phantom Shares credited to an account for the reporting person pursuant to the FPL Group, Inc. Supplemental Pension Plan for Non-Employee Directors established in connection with termination of the FPL Group, Inc. Non-Employee Director Retirement Plan. Amount shown does not include previously reported cash dividends that would be payable on the Phantom Shares if the reporting person was the record holder of the number of shares of FPL Group, Inc. Common Stock equal to the Phantom Shares credited to the reporting person or previously reported interest on such dividends because such dividends and interest are not accounted for in Phantom Shares.


DENNIS P. COYLE		January 27, 2003

Signature of Reporting Person	Date