FORM OF FPL GROUP, INC.
AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE AWARD


AGREEMENT

AGREEMENT dated as of _____________, ____, between FPL Group, Inc. (hereinafter called the "Company"), and __________________ (hereinafter called the "Participant").

1.   Grant of Performance Award - The Company hereby grants to the Participant a Performance Award ("Award") which shall confer upon the Participant the rights set forth below to receive _______ shares of Common Stock ("Performance Shares"). These Performance Shares shall be credited to the Performance Share Account maintained on behalf of the Participant under the Company's Amended and Restated Long Term Incentive Plan, as amended from time to time (the "Plan"). This Award shall be deemed to have been granted on January 1, ____ and shall have a term ending on December 31, ____ (such period hereinafter referred to as the "Award Term").

2.   Rights to Payment of Performance Award - Payment of the Performance Award shall be conditioned upon the achievement of annual corporate and business unit indicators established by the Company for the Participant under the FPL Group, Inc. Annual Incentive Plan for each of the three calendar years of the Award Term. Subject to the provisions of the Plan, the Participant shall have the right to payment of that percentage, which may not exceed 160%, of this Award which is equal to the average of the Participant's percentage achievement under the Annual Incentive Plan for each year encompassed by the Award Term. In addition, the maximum number of shares of Common Stock which a Participant may receive in any year from this Award and all other stock-based Awards which are also subject to performance criteria is 125,000 shares. The Compensation Committee of the Board or such other Board committee designated to administer the Plan (the "Committee") has the discretion to reduce the payout, but not to increase it.

3.   Payment of Award - Payments made hereunder shall be payable in shares of Common Stock, and the Company shall be authorized to withhold from any distribution of Shares, in order to meet the Company's obligations for the payment of withholding taxes, Shares with a Fair Market Value equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution. For the purpose of this Agreement, the date of determination of Fair Market Value shall be the date as of which the Participant's rights to payments under this Award are determined by the Committee.

Payment of amounts due shall be made as soon as administratively practicable following the Committee's determination of the Participant's rights to payments, or at such earlier time as the Committee may determine appropriate.

4.   Termination of Employment - In the event the Participant terminates his employment with the Company during the Award Term, his rights to payment of the Award will be determined as follows:

If a Participant's employment is terminated during the Award Term for any reason other than as set forth in paragraphs (a) and (b) above, or if an ambiguity exists as to the interpretation of those paragraphs, the Committee shall have the right to determine whether the Participant's Award shall be forfeited or whether the Participant shall be entitled to a pro rata payment based upon full years of service completed during the Award Term.

5.   Adjustments - In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, reclassification, merger, consolidation, combination or exchange of shares or similar corporate change, then the number and price of Performance Shares then held in the Participant's Performance Share Account and the number of Performance Shares that may be granted under the Plan shall be adjusted proportionately. No adjustment will be made in connection with the payment by the Company of any cash dividend on its Common Stock or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional shares of Common Stock or of securities convertible into Common Stock.

6.   No Rights of Stock Ownership - This grant of Performance Shares will not entitle the Participant to any interest in or to any dividend, voting, or other rights normally attributable to Common Stock ownership.

7.   Nonassignability - The Participant's rights and interest in the Performance Shares may not be assigned, pledged, or transferred except, in the event of death, to a designated beneficiary or by will or by the laws of descent and distribution.

8.   Effect Upon Employment - This Agreement is not to be construed as giving any right to the Participant for continuous employment by the Company or a Subsidiary. The Company and its Subsidiaries retain the right to terminate an employee at will and with or without cause at any time.

9.   Protective Covenants - In consideration of this Award granted under this Agreement, the Participant covenants and agrees as follows: (the "Protective Covenants"):

10.   Successors - This Agreement shall be binding upon any successor of the Company.

11.   Incorporation of Plan's Terms - This Agreement is made under and subject to the provisions of the Plan, and all the provisions of the Plan are also provisions of this Agreement (including, but not limited to, the provisions of Section 9 of the Plan pertaining to a Change of Control). If there is a difference or conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. All terms used herein are used as defined in the Plan as it may be amended from time to time. The Company and Committee retain all authority and powers granted by the Plan as it may be amended from time to time not expressly limited by this Agreement.

12.   Interpretation - The Committee has the sole and absolute right to interpret the provisions of this Agreement.

13.   Governing Law/Jurisdiction - This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. All suits, actions, and proceedings relating to this Agreement may be brought only in the courts of the State of Florida located in Palm Beach County or in the United States District Court for the Southern District in West Palm Beach, Florida. The Company and Participant shall consent to the nonexclusive personal jurisdiction of the courts described in this section for the purpose of all suits, actions, and proceedings. The Company and Participant each waive all objections to venue and to all claims that a court chosen in accordance with this section is improper based on a venue or a forum non conveniens claim.

14.  Consent to Amendment of Outstanding Awards. The Participant hereby agrees and acknowledges that the provisions of any outstanding Award granted to the Participant under the Plan prior to May 21, 2004, and the provisions of any related Award Agreement, insofar as such provisions relate to the definitions of "Cause," "Disability," and "Fair Market Value," or relate to a Change of Control, or relate to the ability of the Committee to modify outstanding Awards in connection with corporate transactions or events, shall be deemed amended as of the date of grant of such Award to incorporate the provisions of Section 2, subsections 2.04, 2.11 and 2.14, Section 9 and Section 10 of the Plan as in effect May 21, 2004, and to remove any provisions in conflict therewith.

By signing this Agreement, the Participant accepts and agrees to all of the foregoing terms and provisions and to all the terms and provisions of the Plan incorporated herein by reference and confirms that he has received or has access to a copy of the Plan.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date and year first above written.

FPL GROUP, INC.

BY:            __________________________________

ACCEPTED:  __________________________________

AGREEMENT, dated as of _____________, ____ between FPL Group, Inc. (hereinafter called the "Company") and __________________ (hereinafter called the "Participant");

1.   Grant of Restricted Stock Award - The Company hereby grants to the Participant a Restricted Stock Award of _____ shares of Common Stock ("Restricted Stock"), which shares shall be subject to the restrictions noted in Sections 2 and 3, below. The Restricted Stock Award shall be deemed to have been granted on ___________________.

2.   Issuance of Shares - Restrictions and Limitations - Subject to the limitations and other terms and conditions set forth in this Agreement and the Company's Amended and Restated Long Term Incentive Plan, as amended from time to time (the "Plan"), the Company shall issue to the Participant shares of Common Stock in accordance with the schedule set forth below. With respect to any share of Restricted Stock, the period between the date of grant and the corresponding date of delivery below shall be referred to as the "Restriction Period".

              -     _______ shares on ____________________

3.   Terms and Conditions - The Restricted Stock awarded pursuant to this Agreement shall be represented by shares of Common Stock registered in the name of the Participant. The Participant shall have the right to enjoy all shareholder rights during the Restriction Period with the exception that:

4.   Termination of Employment - In the event that the Participant terminates employment during the Restriction Period, his or her rights to delivery of shares under this Award will be determined as follows:

If a Participant's employment is terminated during the Restriction Period for any reason other than as set forth in paragraphs (a) and (b) above, or if an ambiguity exists as to the interpretation of those paragraphs, the Compensation Committee of the Board, or such other committee designated to administer the Plan ("Committee") shall have the right to determine whether the Participant's Award shall be forfeited or whether the Participant shall be entitled to a pro rata payment based upon years of service during the Restriction Period.

5.   Income Taxes - The Participant agrees to notify the Company immediately of any election made with respect to this Restricted Stock Agreement under Section 83(b) of the Internal Revenue Code of 1986, as amended. Upon delivery of unrestricted Shares to a Participant in connection with the lapse of forfeiture restrictions on all or a portion of an Award of Restricted Stock, the Company shall be authorized to withhold from any such distribution, in order to meet the Company's obligations for the payment of withholding taxes, Shares with a Fair Market Value equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution.

6.   Designation of Beneficiary - The Participant may designate a beneficiary or beneficiaries (which may be an entity other than a natural person) to receive shares in respect of the Restricted Stock, or any portion thereof under Section 4 of this Agreement upon the Participant's death. At any time, and from time to time, any such designation may be changed or canceled by the Participant without the consent of any beneficiary. Any such designation, change or cancellation must be by written notice filed with the General Counsel and Secretary of the Company and shall not be effective until received by the General Counsel and Secretary of the Company. If the Participant designates more than one beneficiary, such beneficiaries shall receive an equal number of shares of the Restricted Stock or any portion thereof to be delivered under Section 4 of this Agreement, unless the Participant has designated otherwise, in which case each beneficiary shall receive the number of shares designated by the Participant. If no beneficiary has been named by the Participant, the Participant's beneficiary shall be the executor or administrator of the Participant's estate.

7.   Nonassignability - The Participant's rights and interest in the Restricted Stock may not be assigned, pledged, or transferred prior to the expiration of the Restriction Period except, in the event of death, to a designated beneficiary or by will or by the laws of descent and distribution.

8.   Effect Upon Employment - This Award is not to be construed as giving any right to the Participant for continuous employment by the Company or a subsidiary. The Company and its subsidiaries retains the right to terminate an employee at will and with or without cause at any time.

9.   Successors - This Award shall be binding upon any successor of the Company.

10.   Protective Covenants - In consideration of the Restricted Stock Award granted under this Agreement, the Participant covenants and agrees as follows: (the "Protective Covenants"):

11.   Incorporation of Plan's Terms - This Agreement is made under and subject to the provisions of the Plan, and all the provisions of the Plan are also provisions of this Agreement (including, but not limited to, the provisions of Section 9 of the Plan pertaining to a Change of Control). If there is a difference or conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. All terms used herein are used as defined in the Plan as it may be amended from time to time. The Company and Committee retain all authority and powers granted by the Plan as it may be amended from time to time not expressly limited by this Agreement.

12.   Interpretation - The Committee has the sole and absolute right to interpret the provisions of this Agreement.

13.   Governing Law/Jurisdiction - This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. All suits, actions, and proceedings relating to this Agreement may be brought only in the courts of the State of Florida located in Palm Beach County or in the United States District Court for the Southern District in West Palm Beach, Florida. The Company and Participant shall consent to the nonexclusive personal jurisdiction of the courts described in this section for the purpose of all suits, actions, and proceedings. The Company and Participant each waive all objections to venue and to all claims that a court chosen in accordance with this section is improper based on a venue or a forum non conveniens claim.

14.   Consent to Amendment of Outstanding Awards. The Participant hereby agrees and acknowledges that the provisions of any outstanding Award granted to the Participant under the Plan prior to May 21, 2004, and the provisions of any related Award Agreement, insofar as such provisions relate to the definitions of "Cause," "Disability," and "Fair Market Value," or relate to a Change of Control, or relate to the ability of the Committee to modify outstanding Awards in connection with corporate transactions or events, shall be deemed amended as of the date of grant of such Award to incorporate the provisions of Section 2, subsections 2.04, 2.11 and 2.14, Section 9 and Section 10 of the Plan as in effect May 21, 2004, and to remove any provisions in conflict therewith.

By signing this Agreement, the Participant accepts and agrees to all of the foregoing terms and provisions and to all the terms and provisions of the Plan incorporated herein by reference and confirms that he has received or has access to a copy of the Plan.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Exhibit "A"

LEGEND TO BE PLACED ON STOCK CERTIFICATE

The shares represented by this certificate are subject to the provisions of the Amended and Restated FPL Group Long-Term Incentive Plan (the "Plan") and a Restricted Stock Award Agreement (the "Agreement") between the holder hereof and FPL Group, Inc. and may not be sold or transferred except in accordance therewith. Copies of the Plan and Agreement are kept on file by the General Counsel and Secretary of FPL Group, Inc.

1.   Grant of Option . In accordance with and subject to the terms and conditions of (a) the FPL Group, Inc. Amended and Restated Long Term Incentive Plan, as it may be amended from time to time (the "Plan") and (b) this Non-Qualified Stock Option Agreement (the "Agreement"), FPL Group, Inc., a Florida corporation (the "Company"), grants to the optionee identified on Schedule 1 attached hereto (the "Optionee") a nonqualified stock option (the "Option") to purchase the number of shares (the "Shares") of its Common Stock, $.01 par value ("Common Stock"), set forth on Schedule 1, at the option exercise price per Share set forth in Schedule 1. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

2.   Acceptance by Optionee . The exercise of the Option or any portion thereof is conditioned upon acceptance by the Optionee of the terms and conditions of this Agreement, as evidenced by the Optionee's execution of Schedule 1 to this Agreement and the delivery of an executed copy of Schedule 1 to the Company.

3.   Vesting of Option . Subject to the terms and provisions hereof and the Plan, the Option shall vest and the Optionee may exercise the Option in accordance with the vesting schedule set forth in Schedule 1. In the event that the Optionee's employment with the Company or a Subsidiary is terminated prior to the date on which the Option or any portion thereof becomes vested, the non-vested portion of the Option will be void, and will not become exercisable by the Optionee, except as provided in Section 6 of this Agreement.

4.   Expiration of Option . The Option shall expire on the date set forth in Schedule 1 (the "Expiration Date"), unless terminated earlier as set forth in Section 6 below, and may not be exercised after such date.

5.   Conditions to Exercise of Option . Except as otherwise set forth in Section 6 below, the Optionee may exercise the Option or any portion thereof after it has vested and during his lifetime only while he is employed by the Company or a Subsidiary.

6.   Termination of Employment .

7.   Procedure for Exercise . Subject to the Agreement and the Plan, the Option may be exercised in whole or in part by the transmittal of a written notice to the Company at its principal place of business. Such notice shall specify the number of Shares which the Optionee elects to purchase, shall be signed by the Optionee and shall be accompanied by payment of the exercise price for the Shares which the Optionee elects to purchase. Except as otherwise provided by the Compensation Committee of the Board or such other Board committee designated to administer the Plan (the "Committee"), before the Option is exercised, such payment may be made in whole or in part (i) by check payable to the Company for the full exercise price and any tax withholding resulting from such exercise; (ii) by delivery of shares of Common Stock owned by the Optionee for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; or (iii) by authorizing a Company-approved third party to sell the Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding from such exercise. The Company may instruct the broker to deposit the entire sale proceeds into a Company-owned account for further distribution to the Optionee, net of the entire exercise price, any tax withholding resulting from such exercise, and any commissions or other costs to effect the sale. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable State or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If any applicable law requires the Company to take any action with respect to the Shares specified in the written notice of exercise, or if any action remains to be taken under the Certificate of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of the Shares, then the Company shall take such action and the day for delivery of such Shares shall be extended for the period necessary to take such action. No Optionee shall have any of the rights of a shareholder of the Company under any Option unless and until Shares are duly issued upon exercise of the Option.

8.   Non-Transferability of Stock Options . The Option granted hereunder to the Optionee shall not be transferable by the Optionee otherwise than by will or by the laws of descent and distribution, and such Option shall be exercisable, during the lifetime of the Optionee, only by the Optionee.

9.   Effect Upon Employment . This Agreement is not to be construed as giving any right to the Optionee for continuous employment by the Company or a Subsidiary. The Company and its Subsidiaries retain the right to terminate an employee at will and with or without cause at any time.

10.   Protective Covenants . In consideration of the Non-Qualified Stock Option Award granted under this Agreement, the Optionee covenants and agrees as follows: (the "Protective Covenants"):

11.   Adjustments . In the event of any change in the outstanding Shares of Common Stock by reason of any stock dividend or split, recapitalization, reclassification, merger, consolidation, combination or exchange of shares or similar corporate change, then the number of Shares granted under this Option shall be adjusted proportionately. No adjustment will be made in connection with the payment by the Company of any cash dividend on its Common Stock or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional Shares of Common Stock or of securities convertible into Common Stock.

12.   Data Privacy . By entering into this Agreement, the Optionee: (i) authorizes the Company or any of its subsidiaries, and any agent of the Company or a subsidiary administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its subsidiaries such information and data as the Company or any such subsidiary shall request in order to facilitate the grant of the Option, the exercise of the Option, or delivery of Shares upon exercise; (ii) waives any data privacy rights he or she may have with respect to such information; and (iii) authorizes the Company or any of its subsidiaries to store and transmit such information in electronic form.

13.   Compliance With Applicable Law . The issuance of the Shares pursuant to the exercise of this Option is subject to compliance with all applicable laws, including without limitation laws governing withholding from employees and nonresident aliens for income tax purposes. This Agreement shall be governed by the laws of the State of Florida, without giving effect to principles of conflicts of laws, and the federal laws of the United States.

14.   Incorporation of Plan's Terms - This Agreement is made under and subject to the provisions of the Plan, and all the provisions of the Plan are also provisions of this Agreement (including, but not limited to, the provisions of Section 9 of the Plan pertaining to a Change of Control). If there is a difference or conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. All terms used herein are used as defined in the Plan as it may be amended from time to time. The Company and Committee retain all authority and powers granted by the Plan as it may be amended from time to time not expressly limited by this Agreement.

15.   Interpretation. The Committee has the sole and absolute right to interpret the provisions of this Agreement.

16.    Consent to Amendment of Outstanding Awards. The Optionee hereby agrees and acknowledges that the provisions of any outstanding Award granted to the Optionee under the Plan prior to May 21, 2004, and the provisions of any related Award Agreement, insofar as such provisions relate to the definitions of "Cause," "Disability," and "Fair Market Value," or relate to a Change of Control, or relate to the ability of the Committee to modify outstanding Awards in connection with corporate transactions or events, shall be deemed amended as of the date of grant of such Award to incorporate the provisions of Section 2, subsections 2.04, 2.11 and 2.14, Section 9 and Section 10 of the Plan as in effect May 21, 2004, and to remove any provisions in conflict therewith

17.   Miscellaneous . This Agreement shall be binding upon and inure to the benefit of all successors of the Company. This Agreement may not be amended without the express written consent of both parties hereto.

By signing this Agreement, the Optionee accepts and agrees to all of the foregoing terms and provisions and to all the terms and provisions of the Plan incorporated herein by reference and confirms that he has received or has access to a copy of the Plan.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as of the Date of Grant set forth in Schedule 1.

1.   Grant of Option . In accordance with and subject to the terms and conditions of (a) the FPL Group, Inc. Amended and Restated Long Term Incentive Plan, as it may be amended from time to time (the "Plan") and (b) this Non-Qualified Stock Option Agreement (the "Agreement"), FPL Group, Inc., a Florida corporation (the "Company"), grants to the optionee identified on Schedule 1 attached hereto (the "Optionee") a nonqualified stock option (the "Option") to purchase the number of shares (the "Shares") of its Common Stock, $.01 par value ("Common Stock"), set forth on Schedule 1, at the option exercise price per Share set forth in Schedule 1. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

2.   Acceptance by Optionee . The exercise of the Option or any portion thereof is conditioned upon acceptance by the Optionee of the terms and conditions of this Agreement, as evidenced by the Optionee's execution of Schedule 1 to this Agreement and the delivery of an executed copy of Schedule 1 to the Company.

3.   Vesting of Option . Subject to the terms and provisions hereof and the Plan, the Option shall vest and the Optionee may exercise the Option in accordance with the vesting schedule set forth in Schedule 1. In the event that the Optionee's employment with the Company or a Subsidiary is terminated prior to the date on which the Option or any portion thereof becomes vested, the non-vested portion of the Option will be void, and will not become exercisable by the Optionee, except as provided in Section 6 of this Agreement.

4.   Expiration of Option . The Option shall expire on the date set forth in Schedule 1 (the "Expiration Date"), unless terminated earlier as set forth in Section 6 below, and may not be exercised after such date.

5.   Conditions to Exercise of Option . Except as otherwise set forth in Section 6 below, the Optionee may exercise the Option or any portion thereof after it has vested and during his lifetime only while he is employed by the Company or a Subsidiary.

6.   Termination of Employment . In the event the Optionee terminates his or her employment with the Company or a Subsidiary as a result of total and permanent disability (as defined in the Long Term Disability Plan for Employees of FPL Group, Inc. and Its Affiliates), death, retirement on or after normal retirement age (as defined in the FPL Group Employee Pension Plan), or early retirement at the Company's request, the Optionee shall vest in the non-vested portion of the Shares subject to the Option based on the percentage of the employment requirement completed during the vesting period.

7.   Procedure for Exercise . Subject to the Agreement and the Plan, the Option may be exercised in whole or in part by the transmittal of a written notice to the Company at its principal place of business. Such notice shall specify the number of Shares which the Optionee elects to purchase, shall be signed by the Optionee and shall be accompanied by payment of the exercise price for the Shares which the Optionee elects to purchase. Except as otherwise provided by the Compensation Committee of the Board or such other Board committee designated to administer the Plan (the "Committee"), before the Option is exercised, such payment may be made in whole or in part (i) by check payable to the Company for the full exercise price and any tax withholding resulting from such exercise; (ii) by delivery of shares of Common Stock owned by the Optionee for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; or (iii) by authorizing a Company-approved third party to sell the Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding from such exercise. The Company may instruct the broker to deposit the entire sale proceeds into a Company-owned account for further distribution to the Optionee, net of the entire exercise price, any tax withholding resulting from such exercise, and any commissions or other costs to effect the sale. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable State or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If any applicable law requires the Company to take any action with respect to the Shares specified in the written notice of exercise, or if any action remains to be taken under the Certificate of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of the Shares, then the Company shall take such action and the day for delivery of such Shares shall be extended for the period necessary to take such action. No Optionee shall have any of the rights of a shareholder of the Company under any Option unless and until Shares are duly issued upon exercise of the Option.

8.   Non-Transferability of Stock Options . The Option granted hereunder to the Optionee shall not be transferable by the Optionee otherwise than by will or by the laws of descent and distribution, and such Option shall be exercisable, during the lifetime of the Optionee, only by the Optionee.

9.   Effect Upon Employment . This Agreement is not to be construed as giving any right to the Optionee for continuous employment by the Company or a Subsidiary. The Company and its Subsidiaries retain the right to terminate an employee at will and with or without cause at any time.

10.   Protective Covenants . In consideration of the Non-Qualified Stock Option Award granted under this Agreement, the Optionee covenants and agrees as follows: (the "Protective Covenants"):

11.   Adjustments . In the event of any change in the outstanding Shares of Common Stock by reason of any stock dividend or split, recapitalization, reclassification, merger, consolidation, combination or exchange of shares or similar corporate change, then the number of Shares granted under this Option shall be adjusted proportionately. No adjustment will be made in connection with the payment by the Company of any cash dividend on its Common Stock or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional Shares of Common Stock or of securities convertible into Common Stock.

12.   Data Privacy . By entering into this Agreement, the Optionee: (i) authorizes the Company or any of its subsidiaries, and any agent of the Company or a subsidiary administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its subsidiaries such information and data as the Company or any such subsidiary shall request in order to facilitate the grant of the Option, the exercise of the Option, or delivery of Shares upon exercise; (ii) waives any data privacy rights he or she may have with respect to such information; and (iii) authorizes the Company or any of its subsidiaries to store and transmit such information in electronic form.

13.   Compliance With Applicable Law . The issuance of the Shares pursuant to the exercise of this Option is subject to compliance with all applicable laws, including without limitation laws governing withholding from employees and nonresident aliens for income tax purposes. This Agreement shall be governed by the laws of the State of Florida, without giving effect to principles of conflicts of laws, and the federal laws of the United States.

14.   Incorporation of Plan's Terms - This Agreement is made under and subject to the provisions of the Plan, and all the provisions of the Plan are also provisions of this Agreement (including, but not limited to, the provisions of Section 9 of the Plan pertaining to a Change of Control). If there is a difference or conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. All terms used herein are used as defined in the Plan as it may be amended from time to time. The Company and Committee retain all authority and powers granted by the Plan as it may be amended from time to time not expressly limited by this Agreement.

15.   Interpretation. The Committee has the sole and absolute right to interpret the provisions of this Agreement.

16.    Consent to Amendment of Outstanding Awards. The Optionee hereby agrees and acknowledges that the provisions of any outstanding Award granted to the Optionee under the Plan prior to May 21, 2004, and the provisions of any related Award Agreement, insofar as such provisions relate to the definitions of "Cause," "Disability," and "Fair Market Value," or relate to a Change of Control, or relate to the ability of the Committee to modify outstanding Awards in connection with corporate transactions or events, shall be deemed amended as of the date of grant of such Award to incorporate the provisions of Section 2, subsections 2.04, 2.11 and 2.14, Section 9 and Section 10 of the Plan as in effect May 21, 2004, and to remove any provisions in conflict therewith

17.   Miscellaneous . This Agreement shall be binding upon and inure to the benefit of all successors of the Company. This Agreement may not be amended without the express written consent of both parties hereto.

By signing this Agreement, the Optionee accepts and agrees to all of the foregoing terms and provisions and to all the terms and provisions of the Plan incorporated herein by reference and confirms that he has received or has access to a copy of the Plan.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as of the Date of Grant set forth in Schedule 1.