exhibit10b.htm


    
      

      

    

    
      Exhibit
10(b)

      


      EXECUTIVE
RETENTION EMPLOYMENT AGREEMENT

       

      Executive
Retention Employment Agreement between FPL Group, Inc., a Florida corporation
(the "Company"), and Moray P. Dewhurst (the "Executive"), dated as of August 17,
2009.  The Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company and its Affiliated Companies will have the continued
dedication of the Executive, notwithstanding the possibility, threat or
occurrence of a Potential Change of Control or a Change of Control (each as
defined below) of the Company.  The Board believes it is imperative to
diminish the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by the circumstances surrounding a Potential
Change of Control or a Change of Control and to encourage the Executive's full
attention and dedication to the Company and its Affiliated Companies currently
and in the event of any Potential Change of Control or Change of Control (and,
under certain circumstances, in the event of the termination or abandonment of a
Change of Control transaction), and to provide the Executive with compensation
and benefits arrangements which ensure that the compensation and benefits
expectations of the Executive will be satisfied and which are competitive with
those of other corporations which may compete with the Company for the services
of the Executive. Therefore, in order to accomplish these objectives, the Board
has caused the Company to enter into this Executive Retention Employment
Agreement (the "Agreement").

       

      Therefore,
the Company and the Executive agree as follows:

       

      1. Effective
Date.

       

       The
effective date of this Agreement (the "Effective Date") shall be the date on
which (i) a Potential Change of Control occurs, (ii) the Board approves a plan
of complete liquidation or dissolution of the Company, (iii) a Change of Control
occurs pursuant to Section 2(a)(1) or (2) below or (iv) a definitive agreement
is signed by the Company which provides for a transaction that, if approved by
shareholders or consummated, as applicable, would result in a Change of Control
pursuant to Section 2(a)(3) or (4) below; provided, however, that any of the
foregoing which may have occurred prior to the date hereof shall be
disregarded.  Anything in this Agreement to the contrary
notwithstanding, if, prior to the Effective Date, the Executive's employment
with the Company or its Affiliated Companies was terminated by the Company or
its Affiliated Companies, or both, as applicable, other than for Cause or
Disability (each as defined below) or by the Executive for Good Reason (as
defined below) and the Executive can reasonably demonstrate that such
termination (or the event constituting Good Reason) took place (a) at the
request or direction of a third party who took action that caused a Potential
Change of Control or (b) in contemplation of an event that would give rise to an
Effective Date, an Effective Date will be deemed to have occurred ("Deemed
Effective Date") immediately prior to the Date of Termination (as defined in
Section 7(e) below), provided that a Change of Control occurs within a two-year
period following such Date of Termination. As used in this Agreement, the term
"Affiliated Companies" shall include any corporation or other entity controlled
by, controlling or under common control with the Company and the term "Subsidiary" shall mean (x) any corporation or
other entity (other than the Company) with respect to which the Company owns,
directly or indirectly, 50% or more of the total combined voting power of all
classes of stock or other ownership interests or (y) any other related entity
which may be designated by the Board as a Subsidiary, provided such entity could
be considered a subsidiary according to generally accepted accounting
principles.

       

      


      2. Change of
Control; Potential Change of Control.  For the purposes
of this Agreement:

       

      (a) A
"Change of Control" shall mean the first (and only the first) to occur of the
following:

       

      (1) The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (x) the then
outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (y) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
the following acquisitions (collectively, the "Excluded Acquisitions") shall not
constitute a Change of Control (it being understood that shares acquired in an
Excluded Acquisition may nevertheless be considered in determining whether any
subsequent acquisition by such individual, entity or group (other than an
Excluded Acquisition) constitutes a Change of Control): (i) any acquisition
directly from the Company or any Subsidiary; (ii) any acquisition by the Company
or any Subsidiary; (iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any Subsidiary; (iv)
any acquisition by an underwriter temporarily holding Company securities
pursuant to an offering of such securities; (v) any acquisition in connection
with which, pursuant to Rule 13d-1 promulgated pursuant to the Exchange Act, the
individual, entity or group is permitted to, and actually does, report its
beneficial ownership on Schedule 13G (or any successor Schedule); provided that,
if any such individual, entity or group subsequently becomes required to or does
report its beneficial ownership on Schedule 13D (or any successor Schedule),
then, for purposes of this paragraph, such individual, entity or group shall be
deemed to have first acquired, on the first date on which such individual,
entity or group becomes required to or does so report, beneficial ownership of
all of the Outstanding Company Common Stock and/or Outstanding Company Voting
Securities beneficially owned by it on such date; or (vi) any acquisition in
connection with a Business Combination (as hereinafter defined) which, pursuant
to subparagraph (3) below, does not constitute a Change of Control;
or

       

      (2) Individuals
who, as of the date hereof, constitute the Board (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of an individual, entity or group other than the Board; or

       

      (3) Consummation
by the Company of a reorganization, merger, consolidation or other business
combination (any of the foregoing, a "Business Combination") of the Company or
any Subsidiary of the Company with any other corporation, in any case with
respect to which:

       

      (i) the
Outstanding Company Voting Securities outstanding immediately prior to such
Business Combination do not, immediately following such Business Combination,
continue to represent (either by remaining outstanding or being converted into
voting securities of the resulting or surviving entity or any ultimate parent
thereof) more than 55% of the outstanding common stock and of the then
outstanding voting securities entitled to vote generally in the election of
directors of the resulting or surviving entity (or any ultimate parent thereof);
or

       

      (ii) less
than a majority of the members of the board of directors of the resulting or
surviving entity (or any ultimate parent thereof) in such Business Combination
(the "New Board") consists of individuals ("Continuing Directors") who were
members of the Incumbent Board (as defined in subparagraph (2) above)
immediately prior to consummation of such Business Combination (excluding from
Continuing Directors for this purpose, however, any individual whose election or
appointment to the Board was at the request, directly or indirectly, of the
entity which entered into the definitive agreement with the Company or any
Subsidiary providing for such Business Combination); or

       

      (4)  (i)
Consummation of a sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation with respect to which,
following such sale or other disposition, more than 55% of, respectively, the
then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities as the case may be; or (ii) shareholder
approval of a complete liquidation or dissolution of the Company.

       

      The
term "the sale or disposition by the Company of all or substantially all of the
assets of the Company" shall mean a sale or other disposition transaction or
series of related transactions involving assets of the Company or of any
Subsidiary (including the stock of any Subsidiary) in which the value of the
assets or stock being sold or otherwise disposed of (as measured by the purchase
price being paid therefor or by such other method as the Board determines is
appropriate in a case where there is no readily ascertainable purchase price)
constitutes more than two-thirds of the fair market value of the Company (as
hereinafter defined).  The "fair market value of the Company" shall be
the aggregate market value of the then Outstanding Company Common Stock (on a
fully diluted basis) plus the aggregate market value of the Company's other
outstanding equity securities.  The aggregate market value of the
shares of Outstanding Company Common Stock shall be determined by multiplying
the number of shares of Outstanding Company Common Stock (on a fully diluted
basis) outstanding on the date of the execution and delivery of a definitive
agreement with respect to the transaction or series of related transactions (the
"Transaction Date") by the average closing price of the shares of Outstanding
Company Common Stock for the ten trading days immediately preceding the
Transaction Date.  The aggregate market value of any other equity
securities of the Company shall be determined in a manner similar to that
prescribed in the immediately preceding sentence for determining the aggregate
market value of the shares of Outstanding Company Common Stock or by such other
method as the Board shall determine is appropriate.

       

      (b) A
"Potential Change of Control" shall be deemed to have occurred if an event set
forth in either of the following subparagraphs shall have occurred:

       

      (1) the
Company or any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) pub­licly an­nounces or
otherwise communicates to the Board in writing an inten­tion to take or to
consider taking actions (e.g., a "bear hug"
letter, an unsolicited offer or the commencement of a proxy contest) which, if
con­summated or approved by shareholders, as applicable, would constitute a
Change of Control; or

       

      (2) any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) di­rectly or indi­rectly, acquires beneficial
ownership of 15% or more of the Outstanding Company Common Stock or Outstanding
Company Voting Securities; provided, however, that Excluded Acquisitions shall
not constitute a Potential Change of Control.

       

      3. Employment
Period.

       

      (a) The
Company hereby agrees to continue the Executive in its or its Affiliated
Companies' employ, or both, as the case may be, and the Executive hereby agrees
to remain in the employ of the Company, or its Affiliated Companies, or both, as
the case may be, subject to the terms of this Agreement, for a period commencing
on the Effective Date and ending on the third anniversary of such date (such
period or, if shorter, the period from the Effective Date to the Date of
Termination, is hereinafter referred to as the "Employment
Period").

       

      (b) Anything
in this Agreement to the contrary notwithstanding, (x) if an Effective Date
occurs (other than as a result of a Change of Control under Section 2(a)(1) or
(2) above) and the Board adopts a resolution to the effect that the event or
circumstance giving rise to the Effective Date no longer exists (including by
reason of the termination or abandonment of the transaction contemplated by the
definitive agreement referred to in clause (iv) of Section 1 hereof), the
Employment Period shall terminate on the date the Board adopts such resolution,
but this Agreement shall otherwise remain in effect, and (y) if a Change of
Control occurs pursuant to Section 2(a)(3) or (4) above during the Employment
Period, the Employment Period shall immediately extend to and end on the
third anniversary
of the date of such Change of Control (or, if earlier, to the Date of
Termination) and a new Effective Date will be deemed to have occurred on the
date of such Change of Control.

       

      4. Position and
Duties.

       

         During the
Employment Period, the Executive's status, offices, titles, and reporting
requirements with the Company or its Affiliated Companies or both, as the case
may be, shall be commensurate with those in effect during the 90-day period
immediately preceding the Effective Date. The duties and responsibilities
assigned to the Executive may be increased, decreased or otherwise changed
during the Employment Period, provided that the duties and responsibilities
assigned to the Executive at any given time are not materially inconsistent with
the Executive's status, offices, titles, and reporting requirements as in effect
during the 90-day period immediately preceding the Effective Date. The
Executive's services shall be performed at the location where the Executive was
employed immediately preceding the Effective Date or any location less than 20
miles from such location, although the Executive understands and agrees that he
may be required to travel from time to time for business purposes.

       

      During
the Employment Period, and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees to devote substantially
all of his time and attention during normal business hours to the business and
affairs of the Company and its Affiliated Companies and to use his reasonable
best efforts to perform faithfully and efficiently the duties and
responsibilities assigned to him hereunder.  During the Employment
Period it shall not be a violation of this Agreement for the Executive to serve
on corporate, civic or charitable boards or committees, deliver lectures,
fulfill speaking engagements or teach at educational institutions and devote
reasonable amounts of time to the management of his and his family's personal
investments and affairs, so long as such activities do not significantly
interfere with the performance of the Executive's responsibilities as an
employee of the Company or its Affiliated Companies in accordance with this
Agreement.  It is expressly understood and agreed that to the extent
that any such activities have been conducted by the Executive prior to the
Effective Date, the reinstatement or continued conduct of such activities (or
the reinstatement or conduct of activities similar in nature and scope thereto)
subsequent to the Effective Date shall not thereafter be deemed to interfere
with the performance of the Executive's responsibilities to the Company and its
Affiliated Companies.

       

      5. Compensation.

       

         During the
Employment Period, the Executive shall be compensated as follows:

       

      (a) Annual Base
Salary.  The Executive shall be paid an annual base salary
("Annual Base Salary"), in equal biweekly installments or otherwise in
accordance with the Company's then-current payroll practice, at least equal to
the annual rate of base salary being paid to the Executive by the Company and
its Affiliated Companies as of the Effective Date.  The Annual Base
Salary shall be reviewed at least annually and shall be increased substantially
consistent with increases in base salary generally awarded to other peer
executives of the Company and its Affiliated Companies.  Such
increases shall in no event be less than the increases in the U.S. Department of
Labor Consumer Price Index - U.S. City Average Index.  Any increase in
Annual Base Salary shall not serve to limit or reduce any other obligation to
the Executive under this Agreement.  Annual Base Salary shall not be
reduced after any such increase and the term "Annual Base Salary" as utilized in
this Agreement shall refer to Annual Base Salary as so increased.

       

      (b) Annual
Bonus.  In addition to Annual Base Salary, the Executive shall
be awarded, for each fiscal year ending during the Employment Period, an annual
cash bonus (the "Annual Bonus") equal to a percentage of his Annual Base
Salary.  Such percentage shall be substantially consistent with the
targeted percentages generally awarded to other peer executives of the Company
and its Affiliated Companies, but at least equal to the higher of (i) the
percentage obtained by dividing his targeted annual bonus for the then current
fiscal year by his then Annual Base Salary or (ii) the average percentage of his
annual base salary  (as in effect for the applicable years) that was
paid or payable, including by reason of any deferral, to the Executive by the
Company and its Affiliated Companies as an annual bonus (however described,
including as annual incentive compensation)  for each of the three
fiscal years immediately preceding the fiscal year in which the Effective Date
occurs (or, if higher, for each of the three fiscal years immediately preceding
the fiscal year in which a Change of Control occurs, if a Change of Control
occurs following the Effective Date).  For the purposes of any
calculation required to be made under clause (ii) of the preceding sentence, an
annual bonus shall be annualized for any fiscal year consisting of less than
twelve full months or with respect to which the Executive was employed for, and
received pro-rated annual incentive compensation with respect to, less than the
full twelve months, and, if the Executive has not been employed for the full
duration of the three fiscal years immediately preceding the year in which the
Effective Date occurs, the average shall be calculated over the duration of the
Executive's employment in such period.  Each such Annual Bonus shall
be paid no later than the end of the second month of the fiscal year next
following the fiscal year for which the Annual Bonus is awarded, unless the
Executive otherwise elects to defer the receipt of such Annual Bonus in
accordance with a deferred compensation plan of the Company or its Affiliated
Companies that complies with Section 409A of the Internal Revenue Code (the
"Code").

       

      (c) Long Term Incentive
Compensation.  During the Employment Period, the Executive
shall be entitled to participate in all incentive compensation plans, practices,
policies, and programs applicable generally to other peer executives of the
Company and its Affiliated Companies, but in no event shall such plans,
practices, policies, and programs provide the Executive with incentive
opportunities and potential benefits, both as to amount and percentage of
compensation, less favorable, in the aggregate, than those provided by the
Company and its Affiliated Companies for the Executive under the FPL Group
Amended and Restated Long Term Incentive Plan (including, without limitation,
performance share awards, stock option grants and restricted stock awards), or
other plan providing for the grant of equity compensation for executive
officers, as in effect at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Executive, those
provided generally at any time after the Effective Date to other peer executives
of the Company and its Affiliated Companies.

       

      (d) Savings and Retirement
Plans.  During the Employment Period, the Executive shall be
entitled to participate in all savings and retirement plans, practices,
policies, and programs applicable generally to other peer executives of the
Company and its Affiliated Companies, but in no event shall such plans,
practices, policies, and programs provide the Executive with savings
opportunities and retirement benefit opportunities, in each case, less
favorable, in the aggregate, than the most favorable of those provided by the
Company and its Affiliated Companies for the Executive under such plans,
practices, policies, and programs as in effect at any time during the 90-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, those provided generally at any time after the Effective Date to
other peer executives of the Company and its Affiliated Companies.

       

      In
addition, during the Employment Period the Executive shall be entitled under
this Agreement to the Payment in Lieu of Lost Future Benefits described in Annex
A attached hereto and made a part hereof by this reference ("Payment in Lieu of
Lost Future Benefits").  The vesting of such Payment in Lieu of Lost
Future Benefits shall be determined in accordance with Section 8 of this
Agreement.  The payment of such amount shall be determined in
accordance with Section 8 of this Agreement, to the extent the ability to make
such payment under Section 8 is consistent with the limitations of Code Section
409A and the terms of the Company's Supplemental Executive Retirement
Plan.

      


      To
the extent that the payment of this amount pursuant to Section 8 would be
inconsistent with the limitations of Code Section 409A or the terms of the
Company's Supplemental Executive Retirement Plan, the payment of this amount
described in Annex A shall be made under the terms of the Company's Supplemental
Executive Retirement Plan, pursuant to the provisions therein relating to
post-2005 accrued benefits that are subject to Code Section 409A.

      


      (e) Benefit
Plans.  During the Employment Period, the Executive and/or the
Executive's family, as the case may be, shall be eligible for participation in
and shall receive all benefits under welfare benefit plans, practices, policies,
and programs provided by the Company and its Affiliated Companies (including,
without limitation, medical, executive medical, annual executive physical,
prescription, dental, vision, short-term disability, long-term disability,
executive long-term disability, salary continuance, employee life, group life,
accidental death and dismemberment, and travel accident insurance plans and
programs) to the extent applicable generally to other peer executives of the
Company and its Affiliated Companies, but in no event shall such plans,
practices, policies, and programs provide the Executive with benefits which are
less favorable, in the aggregate, than the most favorable of such plans,
practices, policies, and programs in effect for the Executive at any time during
the 90-day period immediately preceding the Effective Date or, if more favorable
to the Executive, those provided generally at any time after the Effective Date
to other peer executives of the Company and its Affiliated
Companies.

       

      (f) Expenses.  During
the Employment Period, the Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Executive in
accordance with the most favorable policies, practices, and procedures of the
Company and its Affiliated Companies in effect for the Executive at any time
during the 90-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other peer executives of the Company and its Affiliated
Companies.  The payment of such reimbursements shall be made within
thirty (30) days after submission of requests for reimbursement in accordance
with applicable policies and procedures of the
Company.  Notwithstanding anything to the contrary in this Section
5(f) or elsewhere, reimbursement of expenses will be made consistent with the
Company's Expense Reimbursement Policy, which is intended to comply with the
requirements of Code Section 409A and Treasury Regulation Section
1.409A-3(i)(1)(iv).

       

      (g) Fringe
Benefits.  During the Employment Period, the Executive shall be
entitled to fringe benefits, including but not limited to those described in
Section 8(a)(5), in accordance with the most favorable plans, practices,
programs, and policies of the Company and its Affiliated Companies in effect for
the Executive at any time during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and its
Affiliated Companies.

       

      (h) Office and Support
Staff.  During the Employment Period, the Executive shall be
entitled to an office or offices of a size and with furnishings and other
appointments, and to exclusive personal secretarial and other assistance, at
least equal to the most favorable of the foregoing provided to the Executive by
the Company and its Affiliated Companies at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive,
as provided generally at any time thereafter with respect to other peer
executives of the Company and its Affiliated Companies.

       

      (i) Vacation.  During
the Employment Period, the Executive shall be entitled to paid vacation in
accordance with the most favorable plans, policies, programs, and practices of
the Company and its Affiliated Companies as in effect for the Executive at any
time during the 90-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as in effect generally at any time thereafter
with respect to other peer executives of the Company and its Affiliated
Companies.  In addition to, and notwithstanding anything to the
contrary in, the preceding sentence, any unused vacation days shall be carried
over from year to year.

       

      6. Change of
Control.

       

      (a) Benefits Upon Change of
Control.  If, as of the date of a Change of Control which
occurs during the Employment Period (including on the Effective Date), the
Executive is employed by the Company or one of its Affiliated Companies, then as
of such date:

       

      (1) 50%
of each outstanding performance stock-based award granted to the Executive shall
become fully vested and earned at a deemed achievement level equal to the higher
of (x) the targeted level of performance for such award or (y) the average level
(expressed as a percentage of target) 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; payment
of each such vested award shall be made to the Executive, in the form described
below, as soon as practicable following such Change of Control consistent with
Code Section 409A; and the remainder of each such award shall remain outstanding
(on a converted basis, if applicable) and shall remain subject to the terms and
conditions of the plan under which such award was granted, as well as the terms
and conditions of this Agreement; and

       

      (2) all
other outstanding stock-based awards granted to the Executive shall be fully
vested and earned; and

       

      (3) any
outstanding option, stock appreciation right, and other outstanding award in the
nature of a right that may be exercised that was granted to the Executive and
which was not previously exercisable and vested shall become fully exercisable
and vested; and

       

      (4) the
restrictions and forfeiture conditions applicable to any outstanding award
granted to the Executive under an incentive compensation plan, practice, policy
or program shall lapse and such award shall be deemed fully vested.

       

      If
as a result of the Change of Control, the Outstanding Company 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
underlying awards described in subparagraphs (1), (2) and, with respect to
stock-based awards, (4) hereof shall, to the maximum extent practicable, be made
in the same form.  If a Change of Control occurs and Company
shareholders do not, as a group, receive consideration in connection with such
Change of Control, then payment in respect of awards described in subparagraphs
(1), (2) and, with respect to stock-based awards, (4) hereof shall be made in
cash based on the average closing price of the shares of Outstanding Company
Common Stock for the 20 trading days immediately preceding the date of the
Change of Control.

       

      (b)           Benefits Upon First
Anniversary of Change of Control.  If the Executive has
remained employed by the Company or one of its Affiliated Companies from the
date of a Change of Control which occurs during the Employment Period (including
on the Effective Date) to the date of the first anniversary of such Change of
Control, the performance stock-based awards outstanding immediately prior to
such Change of Control that did not become vested and earned at the time of such
Change of Control pursuant to Section 6(a)(1) shall become vested and earned as
of such first anniversary date and payment in respect of such awards shall be
made as soon as practicable following such date, but in no event later than the
15th day of the third month following the end of the first taxable year in which
the right to such payment arises.  The deemed level of achievement
with respect to such awards, as well as the form of payment thereof, shall be as
described in paragraph (a) above.

       

      7. Termination of
Employment.

       

      (a) Death or
Disability.  The Executive's employment shall terminate
automatically upon the Executive's death during the Employment
Period.  If the Company determines in good faith that the Disability
of the Executive has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may give to the Executive written
notice in accordance with Section 15(b) of this Agreement of its intention to
terminate the Executive's employment.  In such event, the Executive's
employment with the Company shall terminate effective on the 30th day after
receipt of such notice by the Executive (the "Disability Effective Date"),
provided that, within the 30 days after such receipt, the Executive shall not
have returned to full-time performance of the Executive's duties.  For
purposes of this Agreement, "Disability" shall mean the absence of the Executive
from the Executive's duties with the Company on a full-time basis for 180
consecutive business days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Executive or the Executive's
legal representative (such agreement as to acceptability not to be withheld
unreasonably).

       

      (b) Cause.  The
Company may terminate the Executive's employment during the Employment Period
for Cause.  For purposes of this Agreement, "Cause" shall mean (i)
repeated violations by the Executive of the Executive's obligations under
Section 4 of this Agreement (other than as a result of incapacity due to
physical or mental illness) which are demonstrably willful and deliberate on the
Executive's part, which are committed in bad faith or without reasonable belief
that such violations are in the best interests of the Company and which are not
remedied in a reasonable period of time after receipt of written notice from the
Company specifying such violations or (ii) the conviction of the Executive of a
felony involving an act of dishonesty intended to result in substantial personal
enrichment at the expense of the Company or its Affiliated
Companies.

       

      (c) Good
Reason.  The Executive's employment may be terminated during
the Employment Period by the Executive for Good Reason.  For purposes
of this Agreement, "Good Reason" shall mean:

       

      (1) any
failure by the Company to comply with the provisions of Section 4 of this
Agreement, including without limitation, the assignment to the Executive of any
duties and responsibilities that are materially inconsistent with the
Executive's status, offices, titles, and reporting requirements as in effect
during the 90-day period immediately preceding the Effective Date, but excluding
for this purpose an isolated, insubstantial and inadvertent action not taken in
bad faith and which is remedied by the Company promptly after receipt of written
notice thereof given by the Executive;

       

      (2) any
failure by the Company to comply with any of the provisions of Sections 5 or 6
of this Agreement, other than an isolated, insubstantial and inadvertent failure
not occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive;

       

      (3) the
Company's requiring the Executive to be based at any office or location other
than that described in Section 4 hereof;

       

      (4) any
purported termination by the Company of the Executive's  employment
other than as expressly permitted by this Agreement; or

       

      (5) any
failure by the Company to comply with and satisfy Section 14(c) of this
Agreement, provided that such successor has received at least ten days prior
written notice from the Company or the Executive of the requirements of Section
14(c) of the Agreement.

       

      For
purposes of this Section 7(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

       

      (d) Notice of
Termination.  Any termination by the Company for Cause, or by
the Executive for Good Reason, shall be communicated by Notice of Termination to
the other party hereto given in accordance with Section 15(b) of this
Agreement.  For purposes of this Agreement, a "Notice of Termination"
means a written notice which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated, and
(iii) if the Date of Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date (which date shall be not
more than fifteen calendar days after the giving of such notice).  The
failure by the Executive or the Company to set forth in the Notice of
Termination any facts or circumstances which contribute to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such facts or circumstances in enforcing the Executive's or the
Company's rights hereunder.

       

      (e) Date of
Termination.  "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if the Executive's
employment is terminated by the Company other than for Cause or Disability, the
date on which the Company notifies the Executive of such termination, and (iii)
if the Executive's employment is terminated by reason of death or Disability,
the date of death of the Executive or the Disability Effective Date, as the case
may be.

       

      8. Obligations of the Company
upon Termination.

       

      (a) Following a Change of
Control: Good Reason; Other Than for Cause or Disability.  If
following a Change of Control and during the Employment Period, the Company
terminates the Executive's employment other than for Cause or Disability or
death or the Executive terminates employment for Good Reason, then:

       

      (1) the
Company shall pay to the Executive in a lump sum in cash within 45 days after
the Date of Termination the aggregate of the following amounts (such aggregate
being hereinafter referred to as the "Special Termination Amount"):

       

      (i) the
sum of (1) the Executive's Annual Base Salary through the Date of Termination to
the extent not theretofore paid, (2) the product of (x) the Annual Bonus in
effect at such date and (y) a fraction, the numerator of which is the number of
days in the current fiscal year through the Date of Termination, and the
denominator of which is 365 (such amount to be paid in addition to and not in
lieu of any Annual Bonus earned for such year), and (3) any accrued vacation pay
at the Annual Base Salary rate in effect as of the termination of employment, in
each case to the extent not theretofore paid (the sum of the amounts described
in subclauses (1), (2), and (3) herein shall be called the "Accrued
Obligations"); and

       

      (ii) the
amount equal to the product of (1) three, and (2) the sum of (x)
the Executive's Annual Base Salary and (y) the Executive's Annual Bonus in
effect at such date; provided, however, that such amount shall be paid in lieu
of, and the Executive hereby waives the right to receive, any other amount of
severance relating to salary or bonus continuation to be received by the
Executive upon termination of employment of the Executive under any severance
plan, policy or arrangement of the Company; and

       

      (iii) a
separate lump-sum equal to the greater of (1) the supplemental pension benefit
described in Paragraph 1(b) of Annex A that the Executive would have been
entitled to had his employment continued at the compensation level provided for
in Sections 5(a) and 5(b) of this Agreement for three years and based upon his
Projected Years of Service (as defined in Paragraph 2(a) of Annex A) and his
Projected Age (as defined in Paragraph 2(b) of Annex A), or (2) the difference
between (x) the actuarial equivalent (utilizing for this purpose the actuarial
assumptions utilized with respect to the FPL Group Employee Pension Plan (or any
successor plan thereto) (the "Pension Plan") during the 90-day period
immediately preceding the Effective Date) of the benefit payable under the
Pension Plan and all supplemental and/or excess retirement plans providing
benefits for the Executive ("Supplemental Retirement Plans") (other than the
Payment in Lieu of Lost Future Benefits described in Annex A) including, but not
limited to the Supplemental Pension Benefit as defined in the FPL Group, Inc.
Supplemental Executive Retirement Plan (the "SERP") which the Executive would
receive if the Executive's employment continued at the compensation level
provided for in Sections 5(a) and 5(b) of this Agreement for, and his age
increased by, three years, assuming for this purpose that all accrued benefits
are fully vested and that benefit accrual formulas are no less advantageous to
the Executive than those in effect during the 90-day period immediately
preceding the Effective Date, or, if more favorable to the Executive, as in
effect generally at any time thereafter during the Employment Period with
respect to other peer executives of the Company and its Affiliated Companies,
and (y) the actuarial equivalent (utilizing for this purpose the actuarial
assumptions utilized with respect to the Pension Plan during the 90-day period
immediately preceding the Effective Date) of the Executive's actual benefits
(paid or payable), if any, under the Pension Plan and the Supplemental
Retirement Plans;

       

      (iv) a
separate lump-sum equal to the greater of (1) the supplemental matching
contribution account described in Paragraph 1(c) of Annex A that the Executive
would have been entitled to had his employment continued at the compensation
level provided for in Sections 5(a) and 5(b) of this Agreement for three years
and assuming that the Executive made After Tax Contributions (within the meaning
of the FPL Group Employee Retirement Savings Plan or any successor plan thereto
(the "Retirement Savings Plan")) and Pretax Contributions (within the meaning of
the Retirement Savings Plan) to the Retirement Savings Plan at the highest
permissible rate (disregarding any limitations imposed by the Code) following
the Date of Termination, or (2) the difference between (x) the value of the
Company Account (as defined in the Retirement Savings Plan) and any other
matching contribution accounts (including, but not limited to the Supplemental
Matching Contribution Account (as defined in the SERP)) under the Supplemental
Retirement Plans (other than the Payment in Lieu of Lost Future Benefits
described in Annex A) which the Executive would receive if (A) the Executive's
employment continued at the compensation level provided for in Sections 5(a) and
5(b) of this Agreement for three years, (B) the Executive made pre- and
after-tax contributions at the highest permissible rate (disregarding any
limitations imposed by the Code, which may or may not be set forth in the
Retirement Savings Plan) for three years, (C) the Company Account and the
matching contribution accounts are fully vested, and (D) the matching
contribution formulas are no less advantageous to the Executive than those in
effect during the 90-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as in effect generally at any time during the
remainder of the Employment Period with respect to other peer executives of the
Company and its Affiliated Companies, and (y) the actual value of the
Executive's Company Account and matching contribution accounts (paid or
payable), if any, under the Retirement Savings Plan and the Supplemental
Retirement Plans; and

       

      (v) if
the Change of Control hereunder is also a "change in ownership," a "change in
effective control" or a "change in the ownership of a substantial portion of the
assets" of the Company within the meaning of Code Section 409A, any compensation
previously deferred by the Executive (together with any accrued interest or
earnings thereon) including, without limitation, compensation, bonus, incentive
compensation or awards deferred under the FPL Group, Inc. Deferred Compensation
Plan or incentive compensation or awards deferred under the FPL Group, Inc.
Long-Term Incentive Plan of 1985, the FPL Group, Inc. Long-Term Incentive Plan
of 1994, or pursuant to any individual deferral agreement; provided that, if the
Change of Control hereunder is not any such event within the meaning of Code
Section 409A, payment of the foregoing amounts shall be made as soon as
practicable consistent with Code Section 409A;

       

      (2) the
Company shall provide the Executive, if such termination occurs prior to the
first anniversary of the Change of Control, with the vested and earned awards
that the Executive would have received pursuant to Section 6(b) hereof had the
Executive remained employed to the first anniversary of the Change of
Control;

       

      (3) Subject
to the provisions of this paragraph (3):

       

      (A) a
pro rata portion of each outstanding performance stock-based award granted to
the Executive on or after the date of the Change of Control shall be fully
vested and earned at a deemed achievement level equal to the higher of (x) the
targeted level of performance for such award or (y) the average level (expressed
as a percentage of target) 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

       

      (B) a
pro rata portion of each other outstanding stock-based award granted to the
Executive on or after the date of the Change of Control shall be fully vested
and earned;

       

      (C) a
pro rata portion of each outstanding option, stock appreciation right, and other
award in the nature of a right that may be exercised that was granted to the
Executive on or after the date of the Change of Control and which was not
previously exercisable and vested shall become fully exercisable and vested;
and

       

      (D) the
restrictions and forfeiture conditions applicable to any outstanding award
granted to the Executive on or after the date of the Change of Control under an
incentive compensation plan, practice, policy or program shall lapse and a pro
rata portion of such award shall be deemed fully vested and earned.

       

      In determining the pro rata portion of
an award that shall become fully vested and earned or fully vested and
exercisable pursuant to this paragraph (3), an Executive shall be deemed to have
remained employed to the end of the Employment Period (determined without regard
to his earlier termination of employment).  Anything to the contrary
notwithstanding, an award shall not become vested and earned or vested and
exercisable hereunder (and instead shall be cancelled) to the extent that
pursuant to Section 6 or Section 8(a)(2) hereof, a similar predecessor award in
respect of the same performance or vesting period shall have become vested and
earned, shall have become vested and exercisable or shall have been
paid.  Payment in respect of the underlying awards described in
subparagraphs (A), (B) and (D) hereof shall be made in the shares to which such
awards relate if such shares are then admitted for trading on a national
securities exchange or are then admitted for quotation on a national quotation
system as soon as practicable following the Date of Termination, but in no event
later than the 15th day of the third month following the end of the first
taxable year in which the right to such payment arises.  If such
shares are not so admitted, payment in respect of the underlying awards
described in subparagraphs (A), (B) and (D) hereof shall be made in cash based
on the fair market value of the shares (as determined by the board of directors
of the issuer of such shares in good faith) to which such awards
relate.  Any portion of an award that does not become vested and
earned or vested and exercisable pursuant to this paragraph (3) shall be
cancelled as of the Date of Termination.

       

      (4) for
a three year period commencing on the Date of Termination (the "Continuation
Period"), or such longer period as any plan, program, practice or policy may
provide, the Company shall continue benefits to the Executive and/or the
Executive's family at least equal to those which would have been provided to
them in accordance with the plans, programs, practices and policies described in
Sections 5(e) and 5(g) of this Agreement if the Executive's employment had not
been terminated, in accordance with the most favorable plans, practices,
programs or policies of the Company and its Affiliated Companies applicable
generally to other peer executives and their families during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive,
as in effect generally at any time thereafter with respect to other peer
executives of the Company and its Affiliated Companies and their families,
provided, however, that if the Executive becomes reemployed with another
employer and is eligible to receive medical or other welfare benefits under
another employer provided plan, the medical and other welfare benefits described
herein shall be secondary to those provided under such other plan during such
applicable period of eligibility.  For purposes of determining
eligibility of the Executive for retiree benefits pursuant to such plans,
practices, programs and policies, the Executive shall be considered to have
remained employed until the end of the Continuation Period and to have retired
on the last day of such period.  In addition to, and notwithstanding
anything to the contrary in, the foregoing provisions of this paragraph (4), and
to the extent that the benefit referred to in this sentence is more favorable to
the Executive than the benefit conferred by the foregoing provisions of this
paragraph (4), upon termination of employment, the Executive shall be entitled
without limitation as to period to enroll in Access Only Benefits, as defined in
the Retiree Benefits Plan for Employees of FPL Group, Inc., as amended and
restated effective January 1, 2008 (the "Retiree Benefits Plan"), or in a
comparable medical benefits arrangement, if the Executive satisfies the
eligibility requirements as stated in Appendix B to the Retiree Benefits Plan as
in effect as of December 12, 2008, even if Access Only Benefits, or comparable
medical benefits, are no longer being provided to other employees of the
Company; provided, that such medical benefits shall be provided to the Executive
to the extent that such coverage is available under the Company's health, dental
and vision plans or can be obtained on commercially reasonable
terms;

       

      (5) for
the remainder of the Continuation Period and to the extent previously paid for
or provided by the Company or its Affiliated Companies, the Company shall
continue to provide the following, consistent with the Company's Expense
Reimbursement Policy, which is intended to comply with the requirements of Code
Section 409A and Treasury Regulation Section 1.409A-3(i)(1)(iv):

       

      (A) social
and business club memberships to the Executive (as in effect immediately prior
to the Date of Termination);

       

      (B) use,
maintenance, insurance, and repair of the company car that is in the possession
of the Executive, until the earlier of the end of the lease term or the end of
the Continuation Period, at which time the Executive may purchase such car (in
accordance with the Company's then-existing executive car
program).  The Company shall replace the company car in the
Executive's possession on the Effective Date with a new company car at such
time(s) as provided under the Company car policy applicable to other peer
executives, but in no case less frequently than the Company car policy in effect
during the 90-day period immediately preceding the Effective Date;

       

      (C) up
to $15,000 annually for personal financial planning, accounting and legal
advice;

       

      (D) communication
equipment such as a car and/or cellular phone, and home or laptop computer until
the end of the Continuation Period, at which time the Executive may purchase
such equipment;

       

      (E) security
system at the Executive's residence, and the related monitoring and maintenance
fees; and

       

      (F) up
to $800 annually for personal excess liability insurance coverage;

       

      To
the extent that any of these benefits is determined to be deferred compensation
subject to Code Section 409A (and ineligible for any exception from the
application of Code Section 409A), payment shall not be made prior to, and
shall, if necessary, be deferred to and paid (with interest using 120% of the
applicable federal long-term rate, with compounding, as prescribed under Code
Section 1274(d)) on the first day of the seventh month following the date on
which the Executive experiences a separation from service (within the meaning of
Treasury Regulation Section 1.409A-1(h)).

       

      (6) to
the extent not theretofore paid or provided, the Company shall timely pay or
provide to the Executive any other amounts or benefits required to be paid or
provided or which the Executive is eligible to receive pursuant to this
Agreement or otherwise under any plan, program, policy or practice or contract
or agreement of the Company and its Affiliated Companies, but excluding solely
for purposes of this Section 8(a)(6) (and subsequent sections hereof which make
reference to payments of amounts or benefits described in this Section 8(a)(6))
amounts waived by the Executive pursuant to Section 8(a)(1)(ii);
and

       

      (7) the
Company shall provide the Executive with the following benefits consistent with
the Company's Expense Reimbursement Policy, which is intended to comply with the
requirements of Code Section 409A and Treasury Regulation Section
1.409A-3(i)(1)(iv):

       

      (A) If
the Executive is required to move his primary residence in order to pursue other
business opportunities during the Continuation Period, the Company shall
reimburse the Executive for all such relocation expenses incurred during the
Employment Period (not in excess of $10,000) that are not reimbursed by another
employer, including, without limitation, assistance in selling the Executive's
home and all other assistance and benefits that were customarily provided by the
Company to transferred executives prior to the Effective Date;

       

      (B) If
the Executive retains counsel or an accounting firm in connection with the
taxation of payments made pursuant to Section 11 of this Agreement, the Company
shall reimburse the Executive for such reasonable legal and/or accounting fees
and disbursements (not in excess of $15,000);

       

      (C) The
Company shall continue to pay the Executive's Annual Base Salary during the
pendency of a dispute over his termination.  However, such amounts
shall not be paid to the Executive prior to, and shall, if necessary, be
deferred to and paid (with interest at 120% of the applicable federal long-term
rate, with compounding as prescribed under Code Section 1274(d)) on the first
day of the seventh month following the date on which the Executive experiences a
separation from service (within the meaning of Treasury Regulation Section
1.409A-1(h)). Amounts paid under this subsection are in addition to all other
amounts due under this Agreement (other than those due under Section 5(a)
hereof) and shall not be offset against or reduce any other amounts due under
this Agreement; and

       

      (D) The
Company shall provide the Executive with outplacement services commensurate with
those provided to terminated executives of comparable level made available
through and at the facilities of a reputable and experienced
vendor.

       

      Notwithstanding
the foregoing, the benefits described in paragraphs (A),(B) and (D) above are
limited to expenses incurred no later than the end of the second calendar year
following the Executive's termination, and the reimbursements will be made
timely upon receipt of the Executive's request for payment (but in no event
later than the third year following such termination).

       

      (b) Following An Effective Date
and Prior to a Change of Control: Good Reason; Other Than for Cause or
Disability.  If, following an actual Effective Date (i.e., not a Deemed
Effective Date) and prior to a Change of Control, the Company terminates the
Executive's employment during the Employment Period other than for Cause or
Disability or death or the Executive terminates employment for Good Reason,
then:

       

      (1) the
Company shall provide the Executive with the payments and benefits described
under Sections 8(a)(1), (4), (5), (6) and (7);

       

      (2) the
Company shall provide the Executive with the benefits the Executive would have
received under Section 6(a) hereof as if a Change of Control had occurred
immediately prior to the Date of Termination, except that, for purposes of
Section 6(a)(1), (i) 100% of each outstanding performance stock-based award
granted to the Executive which is outstanding immediately prior to the Date of
Termination shall become fully vested and earned and (ii) payment shall be made
in the form contemplated by the terms of the award.

       

      (c) Deemed Effective
Date.  If the Executive's employment terminates under
circumstances described in the second sentence of Section 1 hereof,
then:

       

      (1) the
Company shall provide the Executive with the payments and benefits described
under Sections 8(a)(1), (4), (5), (6) and (7); and

       

      (2) a
pro rata portion of each outstanding performance stock-based award granted to
the Executive shall be fully vested and earned at a deemed achievement level
equal to the higher of (x) the targeted level of performance for such award or
(y) the average level (expressed as a percentage of target) of achievement in
respect of similar performance stock-based awards which matured over the three
fiscal years immediately preceding the year in which the Date of Termination
occurs; payment in respect of such award shall be made at the time and in the
manner provided under the plan pursuant to which such award was granted; and the
remainder of the award shall be cancelled, subject, however, to the provisions
of this paragraph (c);

       

      (3) a
pro rata portion of each other outstanding stock-based award granted to the
Executive shall be fully vested and earned; payment in respect of such award
shall be made at the time and in the manner provided under the plan pursuant to
which such award was granted; and the remainder of the award shall be cancelled,
subject, however, to the provisions of this paragraph (c);

       

      (4) a
pro rata portion of each outstanding option, stock appreciation right, and each
other outstanding award in the nature of a right that may be exercised that was
granted to the Executive and which was not previously exercisable and vested
shall become fully exercisable and vested; and the remainder of each such award
shall be cancelled, subject, however, to the provisions of this paragraph (c);
and

       

      (5) the
restrictions and forfeiture conditions applicable to a pro rata portion of any
outstanding award granted to the Executive under an incentive compensation plan,
practice, policy or program shall lapse; such portion shall be deemed fully
vested; and the remainder of each such award shall be cancelled, subject,
however, to the provisions of this paragraph (c).

       

      For
purposes of this paragraph (c), pro ration of the foregoing awards shall be
determined in accordance with the past practice of the Company generally
applicable to peer executives whose employment had been involuntarily
terminated.

       

      Notwithstanding
cancellation of awards hereunder, if a Change of Control occurs following the
Date of Termination and the Board determines in good faith prior to the Change
of Control that there is a reasonable relationship between the Change of Control
and the events or circumstances surrounding the Executive's termination, then
the Company shall pay to the Executive, on the 60th day following the Change of
Control, a lump sum cash amount (determined by the Board in good faith) which,
when added to the value received by the Executive under the provisions of
clauses (2)-(5) above, will provide to Executive an aggregate value equal to the
aggregate value that would have been provided to the Executive under Section
6(a) and Section 8(a)(2) hereof had the Executive remained employed to the date
of the Change of Control and been involuntarily terminated without Cause
immediately thereafter.

       

      (d) Death.  Upon
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for payment of Accrued Obligations, the Payment
in Lieu of Lost Future Benefits described in Annex A, and the timely payment or
provision of the benefits described in Sections 8(a)(4) and 8(a)(6) (the "Other
Benefits").  All Accrued Obligations shall be paid to the Executive's
estate or beneficiary, as applicable, in a lump sum in cash within 30 days of
the Date of Termination. The Payment in Lieu of Lost Future Benefits shall be
paid to the Executive's Beneficiary (within the meaning of the SERP) under the
terms set forth in, and pursuant to the elections made under, the SERP. The term
"Other Benefits" as utilized in this Section 8(d) shall include, without
limitation, and the Executive's family shall be entitled to receive, benefits at
least equal to the most favorable benefits provided by the Company and any of
its Affiliated Companies to surviving families of peer executives of the Company
and such Affiliated Companies under such plans, programs, practices and policies
relating to family death benefits, if any, as in effect with respect to other
peer executives and their families at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family, as in effect on the date of the Executive's death
with respect to other peer executives of the Company and its Affiliated
Companies and their families.

       

      (e) Disability.  If
the Executive's employment is terminated by reason of the Executive's Disability
during the Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than for payment of Accrued Obligations, the
Payment in Lieu of Lost Future Benefits described in Annex A, and the timely
payment or provision of Other Benefits (as defined in Section
8(d)).  All Accrued Obligations shall be paid to the Executive in a
lump sum in cash within 30 days of the Date of Termination. The Payment in Lieu of
Lost Future Benefits shall be paid to the Executive or his Beneficiary (within
the meaning of the SERP), as the case may be, under the terms set forth in, and
pursuant to the elections made under, the SERP. The term "Other Benefits" as
utilized in this Section 8(e) shall also include, and the Executive shall be
entitled after the Disability Effective Date to receive, disability and other
benefits at least equal to the most favorable of those generally provided by the
Company and its Affiliated Companies to disabled executives and/or their
families in accordance with such plans, programs, practices and policies
relating to disability, if any, as in effect generally with respect to other
peer executives and their families at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family, as in effect at any time thereafter generally
with respect to other peer executives of the Company and its Affiliated
Companies and their families.

       

      (f) Cause; Other Than for Good
Reason.  If the Executive's employment shall be terminated for
Cause during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay to the
Executive Annual Base Salary through the Date of Termination plus the amount of
any compensation previously deferred by the Executive (under the terms set forth
in, and pursuant to the elections made under, the applicable deferred
compensation plan or arrangement), in each case to the extent theretofore
unpaid.  If the Executive terminates employment during the Employment
Period, excluding a termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for Accrued
Obligations, the Payment in Lieu of Lost Future Benefits, if any, described in
Annex A to the extent the Executive is vested in his benefits under the Pension
Plan, and the timely payment or provision of benefits pursuant to the last
sentence of Section 8(a)(4) and Section 8(a)(6).  In such case, all
Accrued Obligations shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination.  The Payment in Lieu of Lost
Future Benefits, if any, shall be paid to the Executive or his Beneficiary
(within the meaning of the SERP), as the case may be, under the terms set forth
in, and pursuant to the elections made under, the SERP.

       

      (g) Payment Schedule. Notwithstanding anything to the contrary in this Agreement, to the extent required
to comply with Code Section 409A(a)(2)(B), (i) if the Executive's termination of
employment does not constitute a "separation from service" within the meaning of
Code Section 409A, any taxable payment or benefit which becomes due under this
Agreement as a result of such termination of employment shall be deferred to the
earliest date on which the Executive has a "separation from service" within the
meaning of Code Section 409A; and (ii) if the Executive is deemed to be a
"specified employee" for purposes of Code Section 409A(a)(2)(B), payments due to
him that would otherwise have been payable at any time during the six-month
period immediately following separation from service (as defined for purposes of
Code Section 409A) shall not be paid prior to, and shall instead be payable in a
lump sum as soon as practicable following, the expiration of such six-month
period.  Any amounts deferred under this Section 8(g)
shall bear interest from the date originally scheduled to be paid through and
including the date of actual payment at 120% of the applicable federal long-term
rate (as prescribed under Code Section 1274(d)) per annum, compounded
quarterly.  In addition to the
foregoing, payments that are or become due on account of a Deemed Effective Date
shall be made at the time otherwise provided in this Agreement or, if later, the
earlier of the second anniversary of the Date of Termination and the date of
occurrence of a "change of control" (within the meaning of Code Section 409A and
the regulations thereunder).

       

      9. Non-Exclusivity of
Rights.

       

         Except as
otherwise expressly provided for in this Agreement, nothing in this Agreement
shall prevent or limit the Executive's continuing or future participation in any
plan, program, policy or practice provided by the Company or any of its
Affiliated Companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have under any
contract or agreement with the Company or any of its Affiliated
Companies.  Amounts which are vested benefits or which the Executive
is otherwise entitled to receive under any plan, policy, practice or program of
or any contract or agreement with the Company or any of its Affiliated Companies
at or subsequent to the Date of Termination shall be payable in accordance with
such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Agreement and consistent with Code Section
409A.

       

      10. Full
Settlement.

       

         The
Company's obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action which
the Company may have against the Executive or others.  In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and, except as otherwise expressly provided for in
this Agreement, such amounts shall not be reduced whether or not the Executive
obtains other employment.  The Company agrees to pay, to the fullest
extent permitted by law (but only to the extent consistent with Code Section
409A), all legal fees and expenses which the Executive may reasonably incur at
all stages of proceedings, including, without limitation, preparation and
appellate review, as a result of any contest (regardless of whether formal legal
proceedings are ever commenced and regardless of the outcome thereof) by the
Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof (including as a result of any contest by the Executive about the amount
of any payment pursuant to this Agreement), plus in each case interest on any
delayed payment at the applicable Federal rate provided for in Code Section
7872(f)(2)(A).

       

      11.  Parachute
Payments.

      


      (a) Anything in any section
of this Agreement other than this Section 11 to the contrary notwithstanding, in
the event it shall be determined that any Payment (as hereinafter defined) would
be subject to the Excise Tax (as hereinafter defined), the right to receive any
Payment under this Agreement shall be reduced if but only if:

      


      (i) 
such right to such Payment, taking into account all other Payments to or for
Participant, would cause any Payment to the Participant under this Agreement to
be considered a "parachute payment" within the meaning of
Section 280G(b)(2) of the Code as then in effect; and

      


      (ii) 
as a result of receiving a parachute payment and paying any applicable tax
(including Excise Tax) thereon, the aggregate after-tax amounts received by the
Participant from the Company under this Agreement and all Payments would be less
than the maximum after-tax amount that could be received by Participant without
causing any such Payment to be considered a parachute payment.

      


      In
the event that the receipt of any such right to Payment under this Agreement, in
conjunction with all other Payments, would cause the Participant to be
considered to have received a parachute payment under this Agreement that would
have the effect of decreasing the after-tax amount received by the Participant
as described in clause (ii) of the preceding sentence, then the amounts
payable under this Agreement shall be reduced so that the Parachute Value of all
Payments, in the aggregate, equals the Safe Harbor Amount.

      


      To
the extent that the payment of any compensation or benefits to Executive from
the Company is required to be reduced by this Section 11, such reduction shall
be implemented by determining the “Parachute Payment Ratio” (as hereinafter
defined) for each parachute payment and then reducing the parachute payments in
order beginning with the parachute payment with the highest Parachute Payment
Ratio.  For parachute payments with the same Parachute Payment Ratio,
such parachute payments shall be reduced based on the time of payment of such
parachute payments, with amounts having later payment dates being reduced
first.  For parachute payments with the same Parachute Payment Ratio
and the same time of payment, such parachute payments shall be reduced on a pro
rata basis (but not below zero) prior to reducing parachute payments with a
lower Parachute Payment Ratio.

      


      (b)
Definitions.
The following terms shall have the following meanings for purposes of this
Section 11.

       

      (i)
“Excise Tax”
shall mean the excise tax imposed by Section 4999 of the Code, together with any
interest or penalties imposed with respect to such excise tax.

       

      (ii)
“Parachute Payment
Ratio” shall mean a fraction the numerator of which is the value of the
applicable parachute payment for purposes of Section 280G of the Code and the
denominator of which is the intrinsic value of such parachute
payment.

       

      (iii)  “Parachute Value” of a
Payment shall mean the present value as of the date of the change of control for
purposes of Section 280G of the Code of the portion of such Payment that
constitutes a “parachute payment” under Section 280G(b)(2), as determined for
purposes of determining whether and to what extent the Excise Tax will apply to
such Payment.

       

      (iv)
A “Payment”
shall mean any payment or distribution in the nature of compensation (within the
meaning of Section 280G(b)(2) of the Code) to or for the benefit of the
Executive, whether paid or payable pursuant to this Agreement or
otherwise.

       

      (v)
The “Safe Harbor
Amount” means 2.99 times the Executive’s “base amount,” within the
meaning of Section 280G(b)(3) of the Code.

       

      


      


      12. Confidential
Information.   The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its Affiliated Companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its Affiliated
Companies and which shall not be or become public knowledge (other than by acts
of the Executive or representatives of the Executive in violation of this
Agreement).  After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process, communicate or
divulge any such information, knowledge or data to anyone other than the Company
and those designated by it.  In no event shall an asserted violation
of the provisions of this Section 12 constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under this
Agreement.

       

      13.             Indemnification. The Company will, to the
fullest extent permitted by law, indemnify the Executive in accordance with the
terms of Article VI of the Company's bylaws as in effect on the date hereof, a
copy of which Article VI is attached to this Agreement as Annex B and made a
part hereof by this reference. This indemnification provision shall survive the
expiration or other termination of this Agreement.

       

      14. Successors.

       

      (a) This
Agreement is personal to the Executive and without the prior written consent of
the Company shall not be assignable by the Executive other than by will or the
laws of descent and distribution.  This Agreement shall inure to the
benefit of and be enforceable by the Executive's legal
representatives.

       

      (b) This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.

       

      (c) The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.  As used
in this Agreement, "Company" shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or otherwise.

       

      15. Miscellaneous.

       

      (a) This
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida, without reference to principles of conflict of
laws.  The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.  This Agreement may not be
amended or modified other than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.

       

      (b) All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

       

      If
to the Executive:

      


      Moray
P. Dewhurst

      [Address]

      


      If
to the Company:

      
 

      FPL Group, Inc.

      700 Universe Boulevard

      Juno Beach,
Florida  33408

      Attention:  Executive Vice
President, Human Resources

      


      or
such other address as either party shall have furnished to the other in writing
in accordance herewith.  Notice and communications shall be effective
when actually received by the addressee.

      


      (c) The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.

       

      (d) The
Company may withhold from any amounts payable under this Agreement such Federal,
state or local taxes as shall be required to be withheld pursuant to any
applicable law or regulation.

       

      (e) The
Executive's or the Company's failure to insist upon strict compliance with any
provision hereof or any other provision of this Agreement or the failure to
assert any right the Executive or the Company may have hereunder, including,
without limitation, the right of the Executive to terminate employment for Good
Reason pursuant to Section 7(c)(1)-(5) of this Agreement, shall not be deemed to
be a waiver of such provision or right or any other provision or right of this
Agreement.

       

      (f) The
Executive and the Company acknowledge that, except as may otherwise be provided
under this Agreement or any other written agreement between the Executive and
the Company, the employment of the Executive by the Company is "at will" and,
prior to the Effective Date, the Executive's employment may be terminated by
either the Executive or the Company at any time.  Moreover, except as
provided herein in the case of a Deemed Effective Date, if prior to the
Effective Date, (i) the Executive's employment with the Company terminates, or
(ii) there is a diminution in the Executive's position (including status,
offices, titles, and reporting requirements), authority, duties, and
responsibilities with the Company or its Affiliated Companies, then the
Executive shall have no rights under this Agreement.  From and after the Effective Date, this Agreement shall
supersede any other agreement between the parties with respect to the subject
matter hereof, and in furtherance but not in limitation of this, the Executive
hereby waives the right to receive any amount of severance relating to salary or
bonus continuation to be received by the Executive upon termination of
employment of the Executive under the circumstances contemplated hereby under
any severance plan, policy or arrangement of the Company.

       

      (g) The
Executive and the Company acknowledge that this Agreement contains the full and
complete expression of the rights and obligations of the parties with respect to
the matters contained in the Agreement. This Agreement supersedes any and all
other agreements, written or oral, made by the parties with respect to the
matters contained in the Agreement.

       

      Notwithstanding anything herein to the contrary, and
except in the case of death, it shall be a condition to the Executive receiving
any payments or benefits under this Agreement that the Executive shall have (a)
executed and delivered to the Company a release of claims against the Company,
such release to be in the Company's then standard form of release; and (b)
executed and delivered to the Company resignations of all officer and director
positions the Executive holds with the Company or its Affiliated
Companies, in each case no later than forty-five
(45) days after the Date of
Termination unless there is a genuine dispute as to the Executive's
substantive rights under this Agreement within the meaning of Treasury
Regulation 1.409A-3(g) (or any successor provision).

       

      The
Executive and the Company acknowledge that the benefits and payments provided
under this Agreement are intended to comply fully with the requirements of Code
Section 409A.  This Agreement shall be construed and administered as
necessary to comply with Code Section 409A and shall be subject to amendment in
the future, in such a manner as the Company may deem necessary or appropriate to
attain compliance; provided, however, that any such amendment shall provide the
Executive with benefits and payments that are substantially economically
equivalent to the benefits and payments that would have been made to the
Executive absent such amendment and the requirements of Code Section
409A.

       

      


      IN
WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the
Company has caused this Executive Retention Employment Agreement to be executed
in its name on its behalf, all as of the day and year first above
written.

       

      


      


      
        	 
      	
                EXECUTIVE

                 

                   /s/
      Moray P. Dewhurst

              
	
                By

              	
                Moray
      P. Dewhurst

              
	 
      	 
      
	 
      	
                FPL
      GROUP, INC.

                 

                   /s/
      James W. Poppell

              
	
                By

              	
                James
      W. Poppell

              
	 
      	
                Executive
      Vice President, Human Resources

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX
A

      TO
THE

      EXECUTIVE
RETENTION EMPLOYMENT AGREEMENT

      


      


      


      PAYMENT
IN LIEU OF LOST FUTURE BENEFITS

       

      (1)           Payment
in Lieu of Lost Future Benefits.

      


      (a)           In
General.  The Payment in Lieu of Lost Future Benefits to which the
Executive shall be entitled under this Agreement shall be (i) the supplemental
pension benefit described in Paragraph 1(b) of this Annex A, and (ii) the
supplemental matching contribution account described in Paragraph 1(c) of this
Annex A.

       

      (b)           Supplemental
Pension Benefit.  The "supplemental pension benefit" shall be the
greater of (i) the supplemental cash balance accrued benefit described in
Paragraph 1(b)(1) of this Annex A, or (ii) the supplemental unit credit accrued
benefit described in Paragraph 1(b)(2) of this Annex A.

       

      (1)           The
"supplemental cash balance accrued benefit" is the difference, if any, between
(A) and (B) where:

       

      (A)          is
the benefit to which the Executive would be entitled under the Pension Plan as
in effect immediately prior to the Change of Control or, if more favorable to
the Executive, as in effect generally at any time thereafter during the
Employment Period with respect to other peer executives of the Company and its
Affiliated Companies, expressed in the normal form of benefit, if such benefit
was computed (i) as if benefits under such plan were based upon the Executive's
Bonus Compensation (within the meaning of the SERP as in effect immediately
prior to the Change of Control), (ii) without the annual compensation limitation
imposed by Code Section 401(a)(17), and (iii) without the restrictions or the
limitations imposed by Code Section 415(b); and

       

      (B)          is
the sum of the benefits payable to the Executive under the Pension Plan and the
Supplemental Retirement Plans, expressed in the normal form of
benefit.

       

      (2)           The
"supplemental unit credit accrued benefit" is the difference, if any, between
(A) and (B) where:

       

      (A)           is
the benefit to which the Executive would be entitled under the Prior Pension
Plan (within the meaning of the SERP as in effect immediately prior to the
Change of Control) (provided that the Executive was actually a participant in
the Prior Pension Plan), expressed in the normal form of benefit, if such
benefit was computed (i) as if benefits under such plan were based upon the
Executive's Bonus Compensation, (ii) without the annual compensation limitation
imposed by Code Section 401(a)(17), and (iii) without the restrictions or the
limitations imposed by Code Section 415(b); and

       

      (B)          is
the sum of the benefits payable to the Executive under the Pension Plan and the
Supplemental Retirement Plans, expressed in the normal form of
benefit.

       

      (c)           Supplemental
Matching Contribution Account.  The "supplemental matching
contribution account" shall be an account that is credited annually with (i)
supplemental matching contributions described in Paragraph 1(c)(1) of this Annex
A, and (ii) theoretical earnings described in Paragraph 1(c)(2) of this Annex
A.

       

      (1)           "Supplemental
matching contributions" shall be for each year ending on or prior to the
Effective Date in which the Executive participated in the Supplemental
Retirement Plans and for each year ending after the Effective Date in which the
Executive performs services for the Company or its Affiliated Companies the
difference, if any, between (A) and (B) where:

       

      (A)          is
the matching contribution allocation for such year to which the Executive would
be entitled under the Retirement Savings Plan as in effect immediately prior to
the Change of Control or, if more favorable to the Executive, as in effect
generally at any time thereafter during the Employment Period with respect to
other peer executives of the Company and its Affiliated Companies if such
allocation were computed (i) as if the matching contribution allocation under
such plan was based upon the Executive's Bonus Compensation, (ii) without the
annual compensation limitation imposed by Code Section 401(a)(17), (iii) without
the restrictions or the limitations imposed by Code Section 415(c), and (iv) as
if he made After Tax Contributions (within the meaning of the Retirement Savings
Plan) and Pretax Contributions (within the meaning of the Retirement Savings
Plan) at the same percentage of Bonus Compensation as he made such contributions
to the Retirement Savings Plan for such years; and

       

      (B)          is
the sum of the matching contributions allocated or credited to the Executive
under the Retirement Savings Plan and the Supplemental Retirement Plans for such
year.

       

      (2)           "Theoretical
earnings" shall be the income, gains and losses which would have been credited
on the Executive's supplemental matching contribution account balance if such
account were invested in the Company Stock Fund (within the meaning of the
Retirement Savings Plan) offered as a part of the Retirement Savings
Plan.

       

      (2)           Construction
and Definitions.

      


      Unless
defined below or otherwise in this Annex A, all of the capitalized terms used in
this Annex A shall have the meanings assigned to them in this
Agreement:

       

      (a)           "Projected
Years of Service" shall mean the Years of Service (within the meaning of the
SERP as in effect immediately prior to the Change of
Control).  Notwithstanding the foregoing and except in the event the
Executive terminates employment during the Employment Period other than for Good
Reason, in determining the Executive's Years of Service, in addition to his
actual Years of Service he shall be treated as if his employment terminated on
the later of the third anniversary of the Date of Termination or the last day of
the Employment Period.

       

      (b)           "Projected
Age" shall mean the age that the Executive will have attained on the later of
the third anniversary of the Date of Termination or the last day of the
Employment Period, except that in the event the Executive terminates employment
during the Employment Period other than for Good Reason, "Projected Age" shall
mean the age of the Executive on the Date of Termination.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX
B

      TO
THE

      EXECUTIVE
RETENTION EMPLOYMENT AGREEMENT

      


      FPL
GROUP, INC. AMENDED AND RESTATED BYLAWS

       

      ARTICLE
VI.  INDEMNIFICATION/ADVANCEMENT OF EXPENSES

      


      Section
1.  Right to Indemnification.  Each person who
was or is made a party or is threatened to be made a party to or was or is
called as a witness or was or is otherwise involved in any Proceeding in
connection with his or her status as an Indemnified Person, shall be indemnified
and held harmless by the Company to the fullest extent permitted under the
Florida Business Corporation Act (the "Act"), as the same now exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Company to provide broader indemnification
rights than the Act permitted the Company to provide prior to such
amendment).  Such indemnification shall cover all expenses incurred by
an Indemnified Person (including, but not limited to, attorneys' fees and other
expenses of litigation) and all liabilities and losses (including, but not
limited to, judgments, fines, ERISA or other excise taxes or penalties and
amounts paid or to be paid in settlement) incurred by such person in connection
therewith.

      


      Notwithstanding the foregoing, except
with respect to indemnification specified in Section 3 of this Article VI, the
Company shall indemnify an Indemnified Person in connection with a Proceeding
(or part thereof) initiated by such person only if authorization for such
Proceeding (or part thereof) was not denied by the board of directors of the
Company prior to 60 days after receipt of notice thereof from such
person.

      


      For purposes of this Article
VI:

      


      (i) a "Proceeding" is an action, suit
or proceeding, whether civil, criminal, administrative or investigative, and any
appeal therefrom;

      


      (ii) an "Indemnified Person" is a
person who is, or who was (whether at the time the facts or circumstances
underlying the Proceeding occurred or were alleged to have occurred or at any
other time), (A) a director or officer of the Company, (B) a director, officer
or other employee of the Company serving as a trustee or fiduciary of an
employee benefit plan of the Company, (C) an agent or non-officer employee of
the Company as to whom the Company has agreed to grant such indemnity, or (D)
serving at the request of the Company in any capacity with any entity or
enterprise other than the Company and as to whom the Company has agreed to grant
such indemnity.

      


      Section
2.  Expenses.  Expenses,
including attorneys' fees, incurred by an Indemnified Person in defending or
otherwise being involved in a Proceeding in connection with his or her status as
an Indemnified Person shall be paid by the Company in advance of the final
disposition of such Proceeding, including any appeal therefrom, (i) in the case
of (A) a director or officer, or former director or officer, of the Company or
(B) a director, officer or other employee, or former director, officer or other
employee, of the Company serving as a trustee or fiduciary of any employee
benefit plan of the Company, upon receipt of an undertaking ("Undertaking") by
or on behalf of such person to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Company; or
(ii) in the case of any other Indemnified Person, upon such terms and as the
board of directors, the chairman of the board or the president of the Company
deems appropriate.

      


      Notwithstanding the foregoing, in
connection with a Proceeding (or part thereof) initiated by such person, except
a Proceeding authorized by Section 3 of this Article VI, the Company shall pay
said expenses in advance of final disposition only if authorization for such
Proceeding (or part thereof) was not denied by the board of directors of the
Company prior to 60 days after receipt of a request for such advancement
accompanied by an Undertaking.

      


      A person to whom expenses are advanced
pursuant to this Section 2 shall not be obligated to repay such expenses
pursuant to an Undertaking until the final determination of any pending
Proceeding in a court of competent jurisdiction concerning the right of such
person to be indemnified or the obligation of such person to repay pursuant to
such Undertaking.

      


      Section
3.  Protection of Rights.  If a claim for
indemnification under Section 1 of this Article VI is not promptly paid in full
by the Company after a written claim has been received by the Company or if
expenses pursuant to Section 2 of this Article VI have not been promptly
advanced after a written request for such advancement accompanied by an
Undertaking has been received by the Company (in each case, except if
authorization thereof was denied by the board of directors of the Company as
provided in Article VI, Section 1 and Section 2, as applicable), the Indemnified
Person may at any time thereafter bring suit against the Company to recover the
unpaid amount of the claim or the advancement of expenses.  If
successful, in whole or in part, in such suit, such Indemnified Person shall
also be entitled to be paid the reasonable expense thereof.  It shall
be a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any Proceeding in advance of its final
disposition where the required Undertaking has been tendered to the Company)
that indemnification of the Indemnified Person is prohibited by law, but the
burden of proving such defense shall be on the Company.  Neither the
failure of the Company (including its board of directors, independent legal
counsel, or its shareholders) to have made a determination, if required, prior
to the commencement of such action that indemnification of the Indemnified
Person is proper in the circumstances, nor an actual determination by the
Company (including its board of directors, independent legal counsel, or its
shareholders) that indemnification of the Indemnified Person is prohibited,
shall be a defense to the action or create a presumption that indemnification of
the Indemnified Person is prohibited.

      


      Section 4.
Miscellaneous.

      


      (i) Power
to Request Service and to Grant Indemnification.  The chairman of
the board or the president or the board of directors may request any director,
officer, agent or employee of the Company to serve as its representative in the
position of a director or officer (or in a substantially similar capacity) of an
entity or enterprise other than the Company, and may grant to such person
indemnification by the Company as described in Section 1 of this Article
VI.

      


      (ii)
Non-Exclusivity of Rights.  The rights
conferred on any person by this Article VI shall not be exclusive of any other
rights which such person may have or hereafter acquire under any statute,
provision of the Charter, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise.  The board of directors shall
have the authority, by resolution, to provide for such indemnification of
employees or agents of the Company or others and for such other indemnification
of directors, officers, employees or agents as it shall deem
appropriate.

      


      (iii)
Insurance Contracts and Funding.  The Company may
maintain insurance, at its expense, to protect itself and any director, officer,
employee or agent of or person serving in any other capacity with, the Company
or another corporation, partnership, joint venture, trust or other enterprise
(including serving as a trustee or fiduciary of any employee benefit plan)
against any expenses, liabilities or losses, whether or not the Company would
have the power to indemnify such person against such expenses, liabilities or
losses under the Act.  The Company may enter into contracts with any
director, officer, agent or employee of the Company in furtherance of the
provisions of this Article VI, and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect the
advancing of expenses and indemnification as provided in this Article
VI.

      


      (iv)
Contractual Nature.  The provisions of
this Article VI shall continue in effect as to a person who has ceased to be a
director, officer, agent or employee and shall inure to the benefit of the
heirs, executors and administrators of such person.  This Article VI
shall be deemed to be a contract between the Company and each person who, at any
time that this Article VI is in effect, serves or served in any capacity which
entitles him or her to indemnification hereunder and any repeal or other
modification of this Article VI or any repeal or modification of the Act, or any
other applicable law shall not limit any rights of indemnification with respect
to Proceedings in connection with which he or she is an Indemnified Person, or
advancement of expenses in connection with such Proceedings, then existing or
arising out of events, acts or omissions occurring prior to such repeal or
modification, including without limitation, the right to indemnification for
Proceedings, and advancement of expenses with respect to such Proceedings,
commenced after such repeal or modification to enforce this Article VI with
regard to Proceedings arising out of acts, omissions or events arising prior to
such repeal or modification.

      


      (v)
Savings Clause.  If this Article
VI or any portion hereof shall be invalidated or held to be unenforceable on any
ground by any court of competent jurisdiction, the decision of which shall not
have been reversed on appeal, the Company shall nevertheless (A) indemnify each
Indemnified Person as to costs, charges and expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement and (B) advance expenses
in accordance with Section 2 of this Article VI, in each case with respect to
any Proceeding in connection with which he or she is an Indemnified Person,
including an action by or in the right of the Company, to the fullest extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated or held to be unenforceable and as permitted by applicable
law.