FPL GROUP INC (Form: 8-K, Received: 02/22/2008 14:14:15)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: February 15, 2008

Commission File Number		Exact name of registrants as specified in their charters, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number

1-8841 2-27612	FPL GROUP, INC. FLORIDA POWER & LIGHT COMPANY 700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000			59-2449419 59-0247775

State or other jurisdiction of incorporation or organization: Florida

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(A)	On February 15, 2008, the FPL Group, Inc. ("FPL Group" or the "Company") board of directors appointed Armando Pimentel, Jr., 45, as Vice President, Finance of the Company effective immediately, and in addition appointed Mr. Pimentel as Chief Financial Officer of the Company effective on the day after the date on which the Company files its Quarterly Report on Form 10-Q for the quarter ending March 31, 2008 (the "Effective Date"). The board of directors of Florida Power & Light Company ("FPL") appointed Mr. Pimentel as Senior Vice President, Finance effective February 15, 2008, and in addition appointed Mr. Pimentel as Chief Financial Officer of FPL effective on the Effective Date. Prior to joining the Company and FPL, Mr. Pimentel had been a partner of Deloitte & Touche LLP, an independent registered public accounting firm, since 1998.
The material components of Mr. Pimentel's compensation are as follows:
·	2008 annual rate of base salary - $525,000

·	Participation in the Executive Annual Incentive Plan in 2008 with a target award equal to 70% of annual rate of base salary (other material terms of awards under the Executive Annual Incentive Plan, which is subject to shareholder approval, are described in the Current Report on Form 8-K filed by the Company on December 20, 2007).

·	Equity grants under the Company's Amended and Restated Long Term Incentive Plan, including (i) options to purchase 17,440 shares of the Company's common stock, par value $.01 per share, at an exercise price of $64.69 per share (the closing price of the Company's common stock on the date of grant), (ii) 7,298 shares of restricted stock, vesting one-third per year over three years subject to the Company's attainment of an adjusted net income target established by the Compensation Committee, and (iii) 5,493 performance shares (at target) for the three-year performance period beginning January 1, 2008, with such other terms and conditions as are materially consistent with the terms and conditions of such awards for all executive officers, which terms and conditions are set forth in the forms of equity award agreements filed as exhibits 10(a), 10(b) and 10(c) hereto and incorporated herein by this reference.

·	The Company and Mr. Pimentel will execute an Executive Retention Employment Agreement ("Retention Agreement") which will provide, upon a change of control, for: (i) an employment protection period ("Protection Period") of three years, and (ii) accelerated vesting of restricted stock, options and 50% of outstanding performance awards. In addition, the remaining 50% of outstanding performance awards will vest one year after the change of control. If Mr. Pimentel's employment is terminated during the Protection Period, he will receive cash severance equal to three times the sum of his annual base salary plus annual incentive compensation, plus the incremental increase in value of his Supplemental Executive Retirement Plan ("SERP") benefits calculated as if he had worked for three years after his termination date, plus continued participation in welfare benefits and certain perquisites and certain limited outplacement and relocation allowances. The amount payable will be grossed up for any applicable excise taxes unless the sum of all payments due to Mr. Pimentel under the Retention Agreement are 110% or less of the applicable limit under applicable tax law, in which event the payment will be cut back to an amount such that no excise taxes will be payable.

·	Mr. Pimentel will participate in the Company's SERP as a "Class A" participant (one for whom base salary and annual incentive compensation are included when calculating his benefits) and will receive basic credits at twice the normal rate when calculating his supplemental pension benefit under the SERP.

·	To offset the loss of potential retirement benefits from a prior employer, Mr. Pimentel will receive three annual contributions to the defined benefit portion of his SERP account of $150,000 each, with the first contribution credited upon hire and subsequent contributions credited on the first and second anniversaries of hire (provided Mr. Pimentel then remains in the Company's employ).

·	A signing bonus in the amount of $50,000.

·	Other personal benefits as are available to other executive officers.
(B)	On February 15, 2008 the FPL Group board of directors approved a change in Moray P. Dewhurst's title to Vice President and Chief Financial Officer until the Effective Date, at which time Mr. Dewhurst will relinquish the title of Chief Financial Officer. Effective February 15, 2008, the FPL board of directors approved a change in Moray P. Dewhurst's title to Senior Vice President and Chief Financial Officer until the Effective Date, at which time Mr. Dewhurst will relinquish the title of Chief Financial Officer.
(C)	The Company's split-dollar life insurance program ("Split-Dollar Program") was terminated effective December 31, 2007. Upon such termination, the Company received the proceeds of certain terminated life insurance policies. In order to provide each participant in the Split-Dollar Program with value roughly equivalent to that which such participant had accrued under the Split-Dollar Program, the Compensation Committee approved a special credit to the defined contribution portion of the participating executive officer's SERP account, effective February 15, 2008, substantially equivalent in value to the value of each participating executive officer's split dollar life insurance policy on the Split-Dollar Program termination date. Mr. Dewhurst, who did not participate in the Split-Dollar Program, did not receive such a credit.
Credits equivalent to the following amounts were applied to the SERP accounts of the participating named executive officers:

			Lewis Hay, III	$	170,000
			James L. Robo	$	90,000
			Armando Olivera	$	200,000
			John A. Stall	$	90,000
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 15, 2008, the board of directors of FPL Group adopted several amendments to FPL Group's Bylaws, effective immediately. The amendments relate to the following:
(i)	FPL Group's Bylaws prior to the amendment provided that no person who shall have attained the age of 72 years by the date of election shall be eligible for election as a director of the Company. The amendment adds a proviso that, by unanimous approval of all of the directors then in office (except the director whose qualification is the subject of the action), a director then in office may be made eligible for election as a director until either the date of election next following such director's 73 ^rd birthday or the date of election next following such director's 74 ^th birthday.

(ii)	The number of inspectors of election to be appointed by the board for each shareholder meeting was reduced from between two and seven to between one and five.

(iii)	E-mail, facsimile and reputable overnight delivery service were added to the methods by which notice of a special meeting of the board may be given.
A copy of the amendments to FPL Group's Bylaws is attached hereto as Exhibit 3 and is incorporated by reference herein.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d)	Exhibits
Exhibit Number		Description				FPL Group	FPL
3		Amendments dated February 15, 2008 to the FPL Group, Inc. Bylaws				x
10(a)		Form of FPL Group Amended and Restated Long Term Incentive Plan Restricted Stock Award Agreement effective February 15, 2008				x	x
10(b)		Form of FPL Group Amended and Restated Long Term Incentive Plan Stock Option Award - Non-Qualified Stock Option Agreement effective February 15, 2008				x	x
10(c)		Form of FPL Group Amended and Restated Long Term Incentive Plan Performance Share Award Agreement effective February 15, 2008				x	x

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FPL GROUP, INC.
FLORIDA POWER & LIGHT COMPANY

(Registrants)

Date: February 22, 2008

	K. MICHAEL DAVIS

	K. Michael Davis
	Controller and Chief Accounting Officer of FPL Group, Inc. Vice President, Accounting and Chief Accounting Officer of Florida Power & Light Company (Principal Accounting Officer of the Registrants)

Exhibit 3

Amendments to the FPL Group, Inc. Bylaws

February 15, 2008

The bylaws are amended by:

(i) deleting the third sentence of the second paragraph of Article II, Section 2 and replacing it with the following:

"No person who shall have attained the age of 72 years by the date of election shall be eligible for election as a director of the Corporation, provided, however, that the board of directors is authorized, in circumstances it deems appropriate and by unanimous approval of all of the directors then in office (except the director whose qualification is the subject of the action), to render a director then in office (the "Affected Director") eligible for election as a director of the Corporation until either the date of election next following the Affected Director's 73 ^rd birthday or the date of election next following the Affected Director's 74 ^th birthday, and no director who shall have attained the age of 70 years by the date of election shall be eligible for election as chairman of the board of directors; provided, however, that these limitations shall not be applied in a manner which would cause the involuntary retirement of an employee of the Corporation."

(ii) deleting Article I, Section 8 and replacing it with the following:

"Section 8. Inspectors of Election. Prior to each meeting of shareholders, the board of directors shall appoint not less than one nor more than five inspectors of election who shall have such duties and perform such functions in connection with the meeting as shall be determined by the board of directors."

(iii) deleting the second sentence of Article II, Section 7 and replacing it with the following:

"Notice of the time and place of special meetings of the board of directors shall be given to each director either by personal delivery, e-mail, facsimile, reputable overnight delivery service, telegram, cablegram, or by telephone at least two days prior to the meeting."

Exhibit 10(a)
Form of RESTRICTED STOCK AWARD AGREEMENT under the FPL GROUP, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN


This Restricted Stock Award Agreement ("Agreement"), between FPL Group, Inc. (hereinafter called the "Company") and ___________________ (hereinafter called the "Participant") is dated ______ ___, 20___.

1. Grant of Restricted Stock Award - The Company hereby grants to the Participant _________ shares of the Company's common stock, par value $.01 per share ("Common Stock"), which shares (the "Awarded Shares") shall be subject to the restrictions set forth in Sections 2 and 3, below, as well as all other terms and conditions set forth in this Agreement and in the Company's Amended and Restated Long Term Incentive Plan, as amended from time to time (the "Plan").

2. Vesting - Restrictions and Limitations - (a) Subject to the limitations and other terms and conditions set forth in this Agreement and in the Plan, the Awarded Shares shall vest, the Company shall remove all restrictions from such Awarded Shares and the Participant shall obtain unrestricted ownership of the Awarded Shares in accordance with the schedule set forth below:

-			___ shares on the later to occur of (i) [ 1 year following grant ], or, (ii) the date on which the Compensation Committee of the Board (or such other committee designated to administer the Plan (the "Committee")) makes the certification described in Section 2(b) hereof (the "First Vest")
-			___ shares on the later to occur of (i) [ 2 years following grant ], or (ii) the date on which the Committee makes the certification described in Section 2(b) hereof (the "Second Vest")
-			___ shares on the later to occur of (i) [ 3 years following grant ], or (ii) the date on which the Committee makes the certification described in Section 2(b) hereof (the "Final Vest")

The period between the date of grant of the Awarded Shares and the date on which such Awarded Shares vest shall be hereinafter referred to as the "Restriction Period."

(b) Notwithstanding the provisions of section 2(a) hereof:

(i) The First Vest shall be conditioned on, subject to and shall not occur until the Committee certifies (by resolution or in such other manner as the Committee deems appropriate) that the corporate target adjusted net income goal (at 100%, if more than one level for such goal has been established) under the Company's then-existing annual incentive plan, or, if there is no such goal established under the then-existing annual incentive plan, such other appropriate performance target as the Committee may establish, such target being hereinafter referred to as the "Performance Target"), for [ year of grant ] has been achieved. If the Committee does not or cannot certify that the Performance Target has been achieved by December 31, [ following year ], then the Participant shall forfeit the right to the shares subject to the First Vest, and such shares shall be cancelled.

(ii) The Second Vest shall be conditioned on, subject to and shall not occur until the Committee certifies (by resolution or in such other manner as the Committee deems appropriate) that the Performance Target for [ year following year of grant ] has been achieved. If the Compensation Committee does not or cannot certify that the Performance Target has been achieved by December 31, [ following year ], then the Participant shall forfeit the right to the shares subject to the Second Vest, and such shares shall be cancelled.

(iii) The Final Vest shall be conditioned on, subject to and shall not occur until the Committee certifies (by resolution or in such other manner as the Committee deems appropriate) that the Performance Target for [ two years following year of grant ] has been achieved. If the Committee does not or cannot certify that the Performance Target has been achieved by December 31, [ following year ], then the Participant shall forfeit the right to the shares subject to the Final Vest, and such shares shall be cancelled.

(c) Notwithstanding the provisions of sections 2(a) and 2(b), if (i) the Participant is a party to an Executive Retention Employment Agreement with the Company ("Retention Agreement") and has not waived his or her rights, either entirely or in pertinent part, under such Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement as in effect on the date hereof) has occurred and the Employment Period (as defined in the Retention Agreement as in effect on the date hereof) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement (as in effect on the date hereof) then, so long as the Participant is then employed by the Company or one of its subsidiaries or affiliates, the Awarded Shares shall vest upon a Change of Control (as defined in the Retention Agreement as in effect on the date hereof), in lieu of the vesting schedule set forth in this section 2. Notwithstanding the provisions of sections 2(a) and 2(b), if the Participant is not a party to a Retention Agreement, the rights of the Participant upon a Change of Control (as defined in the Plan) shall be as set forth in section 9 of the Plan on the date hereof.

(d) If as a result of a Change of Control, the Common Stock is exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), payment in respect of the Restricted Stock shall, to the maximum extent practicable, be made in the same form.

3. Terms and Conditions - The Awarded Shares shall be registered in the name of the Participant effective on the date of grant. The Company will issue the Awarded Shares either (i) in certificated form, subject to a restrictive legend substantially in the form attached hereto as Exhibit "A" and stop transfer instructions to its transfer agent, and will provide for retention of custody of the Awarded Shares prior to vesting and/or (ii) in non-certificated form, subject to restrictions and instructions of like effect. Prior to vesting (and if the Awarded Shares have not theretofore been forfeited in accordance herewith), the Participant shall have the right to enjoy all shareholder rights (including without limitation the right to receive cash dividends and to vote the Awarded Shares at all meetings of the shareholders of the Company at which holders of Common Stock have the right to vote), with the exception that:

	(a)	The Participant shall not be entitled to delivery of unrestricted shares until vesting.

	(b)	The Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the Awarded Shares prior to vesting.

	(c)	In addition to the provisions set forth in section 4 hereof, a breach by the Participant of the terms and conditions set forth in this Agreement shall result in the immediate forfeiture of all then unvested Awarded Shares.

4. Vesting Conditions - Except as otherwise set forth herein, the Participant must remain in the continuous employment of the Company or a subsidiary or affiliate of the Company (including any successors to the Company) from the effective date of this Agreement through the relevant vesting date (or dates) set forth in (or determined in accordance with) section 2, above, in order for the Awarded Shares to vest. Except as otherwise set forth herein or in the Plan in connection with a Change of Control (as defined in a Retention Agreement, if applicable, or in the Plan on the date hereof), in the event that the Participant's employment with the Company (or a subsidiary, affiliate or successor of the Company) terminates for any reason prior to vesting, his or her rights hereunder will be determined as follows:

	(a)	If the Participant's termination of employment is due to resignation, discharge, or retirement prior to age 65 which does not meet the condition set forth in section 4(b), below, all rights to Awarded Shares not theretofore vested (including without limitation rights to dividends not theretofore paid) under this Agreement shall be immediately forfeited, and

	(b)	If the Participant's termination of employment is due to (i) retirement on or after age 65, (ii) retirement at or after age 50 but prior to age 65 if, but only if, such retirement is requested by the Company as evidenced by a writing which specifically references this provision and is executed by the Company's chief executive officer (or, if the Participant is the Company's chief executive officer, by a member of the Committee), (iii) total and permanent disability (as defined under the Company's executive long-term disability plan), or (iv) death, a pro rata share (calculated based upon the number of completed years of service during the Restriction Period) of the then-unvested portion of the Awarded Shares shall vest (x) in the case of termination pursuant to subsection (i) or (ii) hereof, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable performance conditions) set forth in section 2 hereof, and (y) in the case of termination pursuant to subsection (iii) or (iv) hereof, on the date of termination of employment; and

	(c)	If a Participant's employment is terminated prior to vesting of all or a portion of the Awarded Shares for any reason other than as set forth in sections 4(a) and (b) above, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Participant's then-unvested Awarded Shares shall be forfeited or whether the Participant shall be entitled to pro rata vesting as set forth above based upon completed years of service during the Restriction Period, and any Awarded Shares which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable performance conditions) set forth in section 2 here.

[the following applies only to Mr. Hay] Notwithstanding the foregoing, if the Employment Period (as defined in the Retention Agreement as in effect on the date hereof) is not then in effect, and the Participant terminates employment for Good Reason (as defined in the Participant's Employment Letter with the Company (as in effect on the date hereof, the "Employment Letter") or the Company terminates the Participant's employment without Cause (as defined in the Employment Letter), then the Participant shall continue to vest in the Awarded Shares on the schedule and otherwise on the terms and conditions set forth in section 2 hereof until the date which is two years after the date on which the Participant's employment is terminated. Awarded Shares which are scheduled to vest after the date which is two years after the date on which the Participant's employment is terminated shall be forfeited effective on the date Participant's employment is terminated.

5. Income Taxes - The Participant shall notify the Company immediately of any election made with respect to this Agreement under Section 83(b) of the Internal Revenue Code of 1986, as amended. Upon vesting and delivery of Awarded Shares to the Participant, the Company shall have the right to withhold from any such distribution, in order to meet the Company's obligations for the payment of withholding taxes, shares of Common Stock with a Fair Market Value (as defined in the Plan) 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. Nonassignability - The Participant's rights and interest in the Awarded Shares may not be assigned, pledged, or transferred prior to vesting except, in the event of death, to a designated beneficiary or by will or by the laws of descent and distribution.

7. 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 or affiliate. The Company and its subsidiaries and affiliates retain the right to terminate the Participant at will and with or without cause at any time (subject to any rights the Participant may have under the Participant's Retention Agreement [and Employment Letter, in the case of Mr. Hay]).

8. Successors and Assigns - This Agreement shall inure to the benefit of and shall be binding upon the Company and the Participant and their respective heirs, successors and assigns.

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

	(a)	During the Participant's employment with the Company, and for a two-year period following the termination of the Participant's employment with the Company, Participant agrees (i) not to compete or attempt to compete for, or act as a broker or otherwise participate in, any projects in which the Company has at any time done any work or undertaken any development efforts, or (ii) directly or indirectly solicit any of the Company's customers, vendors, contractors, agents, or any other parties with which the Company has an existing or prospective business relationship, for the benefit of the Participant or for the benefit of any third party, nor shall the Participant accept consideration or negotiate or enter into agreements with such parties for the benefit of the Participant or any third party.

	(b)	During the Participant's employment with the Company and for a two-year period following the termination of the Participant's employment with the Company, the Participant shall not, directly or indirectly, on behalf of the Participant or for any other business, person or entity, entice, induce or solicit or attempt to entice, induce or solicit any employee of the Company or its subsidiaries or affiliates to leave the Company's employ (or the employ of such subsidiary or affiliate) or to hire or to cause any employee of the Company to become employed for any reason whatsoever.

	(c)	The Participant shall not, at any time or in any way, disparage the Company or its current or former officers, directors, and employees, orally or in writing, or make any statements that may be derogatory or detrimental to the Company's good name or business reputation.

	(d)	The Participant acknowledges that the Company would not have an adequate remedy at law for monetary damages if the Participant breaches these Protective Covenants. Therefore, in addition to all remedies to which the Company may be entitled for a breach or threatened breach of these Protective Covenants, including but not limited to monetary damages, the Company will be entitled to specific enforcement of these Protective Covenants and to injunctive or other equitable relief as a remedy for a breach or threatened breach. In addition, upon any breach of these Protective Covenants or any separate confidentiality agreement or confidentiality provision between the Company and the Participant, all Participant's rights to receive theretofore unvested Awarded Shares and dividends relating thereto under this Agreement shall be forfeited.

	(e)	For purposes of this section 9, the term "Company" shall include all subsidiaries and affiliates of the Company, including, without limitation, Florida Power & Light Company and FPL Energy, LLC, and their respective subsidiaries and affiliates (such subsidiaries and affiliates being hereinafter referred to as the "FPL Entities"). The Company and the Participant agree that each of the FPL Entities is an intended third-party beneficiary of this section 9, and further agree that each of the FPL Entities is entitled to enforce the provisions of this section 9 in accordance with its terms.

	(f)	Notwithstanding anything to the contrary contained in this Agreement, the terms of these Protective Covenants shall survive the termination of this Agreement and shall remain in effect.

10. 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, provided that if the Participant is a party to a Retention Agreement, the provisions of section 2(b) hereof shall supercede the provisions of the Plan with respect to a Change of Control). If there is a difference or conflict between the provisions of this Agreement and the mandatory provisions of the Plan, the provisions of the Plan will govern. If there is a difference or conflict between the provisions of this Agreement and a provision of the Plan as to which the Committee is authorized to make a contrary determination, the provisions of this Agreement will govern. Except as otherwise expressly defined in this Agreement, 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. The Participant acknowledges that he or she may not and will not rely on any statement of account or other communication or document issued in connection with the Plan other than the Plan, this Agreement, and any document signed by an authorized representative of the Company that is designated as an amendment of the Plan or this Agreement.

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

12. 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 of Florida 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 relating to the Agreement or the Plan. The Company and the 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.

13. Amendment - This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Participant.

14. 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 Awarded Shares 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.

15. Data Privacy . By entering into this Agreement, the Participant: (i) authorizes the Company or any of its subsidiaries or affiliates, and any agent of the Company or a subsidiary or affiliate administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its subsidiaries or affiliates such information and data as the Company or any such subsidiary or affiliate shall reasonably request in order to facilitate the administration of this Agreement; and (ii) authorizes the Company or any of its subsidiaries or affiliates to store and transmit such information in electronic form, provided such information is appropriately safeguarded in accordance with Company policy.


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 a copy of the Plan.

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

	FPL GROUP, INC.

	Name:

	Title:






		Participant

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 Vice President & Corporate Secretary of FPL Group, Inc.

Exhibit 10(b)
Form of NON-QUALIFIED STOCK OPTION AGREEMENT
under the FPL GROUP, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

This Non-Qualified Stock Option Agreement ("Agreement"), between FPL Group, Inc. (hereinafter called the "Company") and the Optionee identified on Schedule 1 attached hereto is dated ______ ___, 20___.

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 Agreement, FPL Group, Inc., a Florida corporation (the "Company"), hereby 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, par value $.01 per share ("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, including Section 5 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.

[ for all but Cutler and Davis ]Notwithstanding the foregoing, [if (i) the Optionee is a party to an Executive Retention Employment Agreement with the Company ("Retention Agreement") and has not waived his or her rights, either entirely or in pertinent part, under such Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement as in effect on the date hereof) has occurred and the Employment Period (as defined in the Retention Agreement as in effect on the date hereof) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement (as in effect on the date hereof) then, so long as the Optionee is then employed by the Company or one of its subsidiaries or affiliates, the Option shall vest upon a Change of Control (as defined in the Retention Agreement as in effect on the date hereof), in lieu of the vesting schedule set forth in Schedule 1.

[ for Cutler and Davis ] Notwithstanding the foregoing, the rights of the Participant upon a Change of Control (as defined in the Plan) shall be as set forth in section 9 of the Plan on the date hereof., in lieu of the vesting schedule set forth in Schedule 1.

If as a result of the Change of Control, the Common Stock is exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), the Option may be exercised, to the maximum extent practicable, in the same form.

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 5 below, and may not be exercised after the earlier of (i) the Expiration Date and (ii) the earlier termination date established in accordance with Section 5.

5. Termination of Employment .

In the event that the Optionee's employment with the Company (or a subsidiary, affiliate or successor of the Company) terminates for any reason prior to the date on which the Option has been fully exercised, the Optionee's rights hereunder will be determined as follows:

	(a)	If the Optionee's termination of employment is due to resignation, discharge or retirement prior to age 65 which does not meet the condition set forth in Section 5(b), below, all rights to exercise the Option (or any portion thereof) which is not then vested shall be immediately forfeited, and all rights to exercise the vested portion of the Option shall expire on [ for all except Cutler and Davis ] the Expiration Date [ for Cutler and Davis ] the earlier to occur of (i) the Expiration Date and (ii) sixty (60) days after the date of termination of employment.

	(b)	If the Optionee's termination of employment is due to (i) retirement on or after age 65, (ii) retirement at or after age 50 but prior to age 65 if, but only if, such retirement is requested by the Company as evidenced by a writing which specifically references this provision and is executed by the Company's chief executive officer (or, if the Participant is the Company's chief executive officer, by a member of the Committee), (iii) total and permanent disability (as defined under the Company's executive long-term disability plan), or (iv) death, a pro rata share of the then-unvested portion of the Option shall vest on the date of termination, based upon the number of completed days of service during the vesting period, and the vested portion of the Option shall be exercisable until [ for all except Cutler and Davis ] the Expiration Date[ for Cutler and Davis ] earlier to occur of (i) the Expiration Date and (ii) one (1) year after the date of termination of employment. The portion of the Option which does not so vest shall be forfeited effective on the date of termination of employment.

	(c)	If an Optionee's employment is terminated for any reason other than as set forth in Sections 5(a) and (b) above, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Optionee's then-unvested Options shall be forfeited or whether the Optionee shall be entitled to pro rata vesting based upon years of service during the vesting period, and shall also determine the period during which the Optionee may exercise any vested portion of the Option.

[the following applies only to Mr. Hay] Notwithstanding the foregoing, if the Employment Period (as defined in the Retention Agreement as in effect on the date hereof) is not then in effect, and the Optionee terminates employment for Good Reason (as defined in the Optionee's Employment Letter with the Company (as in effect on the date hereof, the "Employment Letter") or the Company terminates the Optionee's employment without Cause (as defined in the Employment Letter), then the Optionee shall continue to vest in any theretofore unvested Shares on the schedule set forth in Schedule 1 attached hereto until the date which is two years after the date on which the Optionee's employment is terminated, and all vested Shares may be exercised until the Expiration Date. Shares which are scheduled to vest after the date which is two years after the date on which the Optionee's employment is terminated shall be forfeited effective on the date Optionee's employment is terminated.

6. Procedure for Exercise . Subject to this 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 plus the applicable 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 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 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 Common 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 Articles 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.

7. 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.

8. 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 (subject to any rights the Optionee may have under the Optionee's Retention Agreement [and Employment Letter, in the case of Mr. Hay]).

9. 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"):

	(a)	During the Optionee's employment with the Company, and for a two-year period following the termination of the Optionee's employment with the Company, Optionee agrees (i) not to compete or attempt to compete for, or act as a broker or otherwise participate in, any projects in which the Company has at any time done any work or undertaken any development efforts, or (ii) directly or indirectly solicit any of the Company's customers, vendors, contractors, agents, or any other parties with which the Company has an existing or prospective business relationship, for the benefit of the Optionee or for the benefit of any third party, nor shall the Optionee accept consideration or negotiate or enter into agreements with such parties for the benefit of the Optionee or any third party.

	(b)	During the Optionee's employment with the Company and for a two-year period following the termination of the Optionee's employment with the Company, the Optionee shall not, directly or indirectly, on behalf of the Optionee or for any other business, person or entity, entice, induce or solicit or attempt to entice, induce or solicit any employee of the Company or its subsidiaries or affiliates to leave the Company's employ (or the employ of such subsidiary or affiliate) or to hire or to cause any employee of the Company to become employed for any reason whatsoever.

	(c)	The Optionee shall not, at any time or in any way, disparage the Company or its current or former officers, directors, and employees, orally or in writing, or make any statements that may be derogatory or detrimental to the Company's good name or business reputation.

	(d)	The Optionee acknowledges that the Company would not have an adequate remedy at law for monetary damages if the Optionee breaches these Protective Covenants. Therefore, in addition to all remedies to which the Company may be entitled for a breach or threatened breach of these Protective Covenants, including but not limited to monetary damages, the Company will be entitled to specific enforcement of these Protective Covenants and to injunctive or other equitable relief as a remedy for a breach or threatened breach. In addition, upon any breach of these Protective Covenants or any separate confidentiality agreement or confidentiality provisions between the Company and the Optionee, all Optionee's rights to exercise the Option as to theretofore unvested Shares under this Agreement shall be forfeited.

	(e)	For purposes of this Section 9, the term "Company" shall include all subsidiaries and affiliates of the Company, including, without limitation, Florida Power & Light Company and FPL Energy, LLC, and their respective subsidiaries and affiliates (such subsidiaries and affiliates being hereinafter referred to as the "FPL Entities"). The Company and the Optionee agree that each of the FPL Entities is an intended third-party beneficiary of this Section 9, and further agree that each of the FPL Entities is entitled to enforce the provisions of this Section 9 in accordance with its terms.

	(f)	Notwithstanding anything to the contrary contained in this Agreement, the terms of these Protective Covenants shall survive the termination of this Agreement and shall remain in effect.

10. 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.

11. 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 reasonably request in order to facilitate the grant of the Option, the exercise of the Option, or delivery of Shares upon exercise; and (ii) authorizes the Company or any of its Subsidiaries to store and transmit such information in electronic form, provided such information is appropriately safeguarded in accordance with Company policy.

12. Compliance With Applicable Law/Governing Law/Jurisdiction . 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 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 of Florida in West Palm Beach, Florida. The Company and Optionee shall consent to the nonexclusive personal jurisdiction of the courts described in this section for the purpose of all suits, actions, and proceedings relating to the Agreement or the Plan. The Company and Optionee 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.

13. 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 provided that if the Participant is a party to a Retention Agreement, the provisions of Section 3 hereof shall supercede the provisions of the Plan with respect to a Change of Control). If there is a difference or conflict between the provisions of this Agreement and the mandatory provisions of the Plan, the provisions of the Plan will govern. If there is a difference or conflict between the provisions of this Agreement and a provision of the Plan as to which the Committee is authorized to make a contrary determination, the provisions of this Agreement will govern. Except as otherwise expressly defined in this Agreement, 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. The Optionee acknowledges that he or she may not and will not rely on any statement of account or other communication or document issued in connection with the Plan other than the Plan, this Agreement, and any document signed by an authorized representative of the Company that is designated as an amendment of the Plan or this Agreement.

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

15. 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 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.

	FPL GROUP, INC.

	By:

		Robert H. Escoto,
		Vice President Human Resources


Schedule 1

Non-Qualified Stock Option Agreement


Name of Optionee:

Date of Grant:

Number of Shares:	__________ shares of Common Stock

Option Exercise Price Per Share:	$_________

Expiration Date:	__________		(subject to earlier termination in accordance with the attached Agreement)

Vesting Schedule:	The shares of Common Stock subject to this Option shall vest according to the following schedule:

	__________ shares on ______, 20___,
	__________ shares on ______, 20___ and
	__________ shares on ______, 20___
	except that such Shares shall become fully vested upon the occurrence of a Change of Control if the Optionee is employed by the Company or a Subsidiary on such date, [ for all except Cutler and Davis ] as more fully set forth in Section 3 of the Agreement of which this Schedule is a part.

	[ for Cutler and Davis ] For purposes of this Agreement, the term "Change of Control" shall have the meaning ascribed to such term in the Plan as in effect on the date hereof.


The undersigned agrees to the terms and conditions of the Non-Qualified Stock Option Agreement of which this Schedule 1 is a part.



Date Accepted:		By:

Exhibit 10(c)
Form of PERFORMANCE SHARE AWARD AGREEMENT under the FPL GROUP, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
This Performance Share Award Agreement ("Agreement"), between FPL Group, Inc. (hereinafter called the "Company") and ___________________ (hereinafter called the "Participant") is dated ______ ___, 20___.
1. Grant of Performance Share Award - The Company hereby grants to the Participant a Performance Share Award ("Award") which confers upon the Participant the right to receive a number of shares ("Performance Shares") of the Company's common stock, par value $.01 per share ("Common Stock") determined as set forth in section 2, below. The Participant's right to receive the Performance Shares shall be subject to the terms and conditions set forth in this Agreement and in the Company's Amended and Restated Long Term Incentive Plan, as amended from time to time (the "Plan"). The performance period for which this Award is granted is the period beginning on January 1, 2008 and ending on December 31, 2010 (such period hereinafter referred to as the "Performance Period").
The "Target" number of Performance Shares granted to the Participant for the Performance Period is __________.
2. Payment of Performance Share Award - (a) Payment of the Award shall be conditioned upon (i) the achievement of annual performance targets established by the Compensation Committee of the Board (or such other committee designated to administer the Plan, including, for participants who are not executive officers, a committee to whom administration has been delegated under the Plan (the "Committee")) for the Participant under the FPL Group, Inc. Annual Incentive Plan (or any successor annual incentive plan, hereinafter the "Annual Incentive Plan") for each of the three calendar years of the Performance Period, (ii) certification of such achievement for each year in the Performance Period by the Committee and (iii) Committee approval of the number of shares to be paid to the Participant. Subject to the provisions of the Plan, the Participant shall have the right to payment of that percentage of the Participant's Target number of Performance Shares set forth in section 1 hereof which is equal to the average of the Participant's percentage achievement under the Annual Incentive Plan for each year in the Performance Period, but in no event more than 160% of such Target number of Performance Shares. In addition, the maximum number of shares of Common Stock which a Participant may receive in any year under this Agreement and pursuant to all other stock-based Awards which are also subject to performance criteria is 250,000 shares of Common Stock. The Committee has the discretion to reduce the payout, but not to increase it.
(b) Notwithstanding the foregoing or the provisions of section 4 hereof, if (i) the Participant is a party to an Executive Retention Employment Agreement with the Company ("Retention Agreement") and has not waived his or her rights, either entirely or in pertinent part, under such Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement as in effect on the date hereof) has occurred and the Employment Period (as defined in the Retention Agreement as in effect on the date hereof) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement (as in effect on the date hereof) then, so long as the Participant is then employed by the Company or one of its subsidiaries or affiliates:

	(1) one-half (1/2) of the Performance Shares shall vest upon a Change of Control (as defined in the Retention Agreement as in effect on the date hereof) and shall be payable as soon as practicable thereafter, earned at a deemed achievement level equal to the higher of (x) the Target number of shares of Common Stock set forth in this Agreement or (y) the average level (expressed as a percentage of the Target number of shares of Common Stock set forth in this Agreement) of achievement in respect of similar performance stock-based awards which matured over the three fiscal years immediately preceding the year in which the Change of Control occurred; and

	(2) the other one-half (1/2) of the Performance Shares (earned at a deemed achievement level calculated as set forth in subsection (1), above) shall vest on the earlier of (i) the date which is one year after the date on which the Change of Control occurs, if the Participant is then employed by the Company or its successor, payable as soon as practicable thereafter, or (ii) the date on which the Participant's employment with the Company or its successor terminates, payable as soon as practicable thereafter.
(c) Notwithstanding the provisions of sections 2(a) and 4 hereof, if the Participant is not a party to a Retention Agreement, the rights of the Participant upon a Change of Control (as defined in the Plan) shall be as set forth in section 9 of the Plan on the date hereof.
(d) If, as a result of a Change of Control, the Common Stock is exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), payment in respect of the Performance Shares shall, to the maximum extent practicable, be made in the same form.
3. Payment of Award - Awards shall be payable in shares of Common Stock. Upon delivery of Performance Shares to the Participant, the Company shall have the right to withhold from any such distribution, in order to meet the Company's obligations for the payment of withholding taxes, shares of Common Stock with a Fair Market Value (as defined in the Plan) 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 in accordance with section 2 hereof.
Delivery of Performance Shares shall occur as soon as administratively practicable following the Committee's determination of the Participant's right to such delivery.
4. Termination of Employment - Except as otherwise set forth herein, in the event the Participant terminates employment with the Company during the Performance Period, the Participant's right to payment of the Award will be determined as follows:

	(a)	If the Participant's termination of employment is due to resignation, discharge, or retirement prior to age 65 which does not meet the condition set forth in section 4(b), below, all rights to the Award shall be immediately forfeited.
	(b)	If the Participant's termination of employment is due to (1) retirement on or after age 65, (2) retirement at or after age 50 but prior to age 65 if, but only if, such retirement is requested by the Company as evidenced by a writing which specifically references this provision and is executed by the Company's chief executive officer (or, if the Participant is the Company's chief executive officer, by a member of the Committee), (3) total and permanent disability (as defined under the Company's executive long-term disability plan), or (4) death:

		(i)	Participant's Target number of Performance Shares for the Performance Period shall be reduced to a prorated number of Performance Shares based on the number of full days of Participant's service during the Performance Period;
		(ii)	Participant's right to Performance Shares under Section 2 hereof shall be determined as the average of the Participant's percentage achievement under the Annual Incentive Plan for each year in the Performance Period (subject to a maximum of 160%); provided that the Participant's percentage achievement for the year in which the Participant's employment terminates, and any subsequent years in the Performance Period, shall be, if the Corporate Performance Objective (as defined in the Annual Incentive Plan), as determined by the Committee for such year(s), shall have been achieved, 100%, and, if such Corporate Performance Objective shall not have been achieved, 0%; and
		(iii)	Payment of Awards under this section 4(b) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof.

		Notwithstanding the foregoing, if, after termination of employment but prior to payment of any Award, the Participant breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Participant shall immediately forfeit all rights to the Award.
	(c)	If a Participant's employment is terminated during the Performance Period for any reason other than as set forth in sections 4(a) and (b) above, or if an ambiguity exists as to the interpretation of those sections, the Committee shall 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 Performance Period.

[the following applies only to Mr. Hay] Notwithstanding the foregoing, if the Employment Period (as defined in the Retention Agreement as in effect on the date hereof) is not then in effect, and the Participant terminates employment for Good Reason (as defined in the Participant's Employment Letter with the Company (as in effect on the date hereof, the "Employment Letter") or the Company terminates the Participant's employment without Cause (as defined in the Employment Letter), prior to the end of the Performance Period, then the Participant shall be entitled to a pro rata portion of this Performance Share Award, calculated assuming that the Participant's percentage achievement under the Annual Incentive Plan for the year in which termination of employment occurs, and all subsequent years in the performance period, was, if the Corporate Performance Objective (as defined in the Annual Incentive Plan), as determined by the Committee for such year(s), shall have been achieved, 100%, and, if, such Corporate Performance Objective shall not have been achieved, 0%.

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 Target number of Performance Shares granted hereunder 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 does 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 or affiliate. The Company and its subsidiaries and affiliates retain the right to terminate the Participant at will and with or without cause at any time (subject to any rights the Participant may have under the Participant's Retention Agreement [and Employment Letter, in the case of Mr. Hay])

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

	(a)	During the Participant's employment with the Company, and for a two-year period following the termination of the Participant's employment with the Company, Participant agrees (i) not to compete or attempt to compete for, or act as a broker or otherwise participate in, any projects in which the Company has at any time done any work or undertaken any development efforts, or (ii) directly or indirectly solicit any of the Company's customers, vendors, contractors, agents, or any other parties with which the Company has an existing or prospective business relationship, for the benefit of the Participant or for the benefit of any third party, nor shall the Participant accept consideration or negotiate or enter into agreements with such parties for the benefit of the Participant or any third party.
	(b)	During the Participant's employment with the Company and for a two-year period following the termination of the Participant's employment with the Company, the Participant shall not, directly or indirectly, on behalf of the Participant or for any other business, person or entity, entice, induce or solicit or attempt to entice, induce or solicit any employee of the Company or its subsidiaries or affiliates to leave the Company's employ (or the employ of such subsidiary or affiliate) or to hire or to cause any employee of the Company to become employed for any reason whatsoever.
	(c)	The Participant shall not, at any time or in any way, disparage the Company or its current or former officers, directors, and employees, orally or in writing, or make any statements that may be derogatory or detrimental to the Company's good name or business reputation.
	(d)	The Participant acknowledges that the Company would not have an adequate remedy at law for monetary damages if the Participant breaches these Protective Covenants. Therefore, in addition to all remedies to which the Company may be entitled for a breach or threatened breach of these Protective Covenants, including but not limited to monetary damages, the Company will be entitled to specific enforcement of these Protective Covenants and to injunctive or other equitable relief as a remedy for a breach or threatened breach. In addition, upon any breach of these Protective Covenants or any separate confidentiality agreement or confidentiality provision between the Company and the Participant, all Participant's rights to receive Performance Shares not theretofor delivered under this Agreement shall be forfeited.
	(e)	For purposes of this section 9, the term "Company" shall include all subsidiaries and affiliates of the Company, including, without limitation, Florida Power & Light Company and FPL Energy, LLC, and their respective subsidiaries and affiliates (such subsidiaries and affiliates being hereinafter referred to as the "FPL Entities"). The Company and the Participant agree that each of the FPL Entities is an intended third-party beneficiary of this section 9, and further agree that each of the FPL Entities is entitled to enforce the provisions of this section 9 in accordance with its terms.
	(f)	Notwithstanding anything to the contrary contained in this Agreement, the terms of these Protective Covenants shall survive the termination of this Agreement and shall remain in effect.

10. Successors and Assigns - This Agreement shall inure to the benefit of and shall be binding upon the Company and the Participant and their respective heirs, successors and assigns.

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; provided that if the Participant is a party to a Retention Agreement, the provisions of section 2(b) hereof shall supercede the provisions of the Plan with respect to a Change of Control). If there is a difference or conflict between the provisions of this Agreement and the mandatory provisions of the Plan, the provisions of the Plan will govern. If there is a difference or conflict between the provisions of this Agreement and a provision of the Plan as to which the Committee is authorized to make a contrary determination, the provisions of this Agreement will govern. Except as otherwise expressly defined in this Agreement, 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. The Participant acknowledges that he or she may not and will not rely on any statement of account or other communication or document issued in connection with the Plan other than the Plan, this Agreement, and any document signed by an authorized representative of the Company that is designated as an amendment of the Plan or 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 of Florida in West Palm Beach, Florida. The Company and the Participant shall consent to the nonexclusive personal jurisdiction of the courts described in this section for the purpose of all suits, actions, and proceedings relating to the Agreement or the Plan. 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. Amendment . This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Participant.

15. Data Privacy . By entering into this Agreement, the Participant: (i) authorizes the Company or any of its subsidiaries or affiliates, and any agent of the Company or a subsidiary or affiliate administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its subsidiaries or affiliates such information and data as the Company or any such subsidiary or affiliate shall reasonably request in order to facilitate the administration of this Agreement; and (ii) authorizes the Company or any of its subsidiaries or affiliates to store and transmit such information in electronic form, provided such information is appropriately safeguarded in accordance with Company policy.

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 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:

	Participant