Exhibit
10(c)
 
 Form
of
 
 AMENDMENT
TO RESTRICTED STOCK AWARD AGREEMENTS
 
 under
the
 
 FPL
GROUP, INC. AMENDED AND RESTATED LONG TERM INCENTIVE PLAN
 
 
 This
Amendment to Restricted Stock Award Agreements between FPL Group, Inc. (the
“Company”) and __________ (the “Participant”)
is dated March ___, 2009.
 
 WHEREAS,
the Company and the Participant are parties to the Restricted Stock Award
Agreements set forth on Exhibit A attached hereto and made a part hereof
(individually, the “2007 Award Agreement” and the “2008 Award Agreement,”
respectively, and collectively the “2007 and 2008 Award Agreements”);
and
 
 WHEREAS,
the Company and the Participant wish to amend the 2007 and 2008 Award
Agreements.
 
 NOW
THEREFORE, for $10 in hand paid, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the undersigned agree
as follows:
 
 1)           Notwithstanding
anything in the 2007 and 2008 Award Agreements to the contrary, if all or a
portion of the Awarded Shares do not vest, whether upon the termination of the
Participant’s employment with the Company or a subsidiary or affiliate of the
Company (including any successors to the Company), or otherwise (including
without limitation if the Company fails to meet one or more adjusted net income
goals or Performance Targets established as described in the 2007 and 2008 Award
Agreements),all
dividends paid to the Participant on Awarded Shares which have not vested (and
which shall not thereafter vest in accordance with the terms of the 2007 Award
Agreement or the 2008 Award Agreement, as applicable) shall be forfeited, and
shall be repaid to the Company within thirty (30) days after the date on which
Participant’s obligation to repay such dividends accrues.  For
purposes hereof, such obligation to repay such dividends shall accrue (1) on
such date as the Committee establishes that an adjusted net income goal or a
Performance Target has not been met, as to all dividends paid on Awarded Shares
which are forfeited due to failure to meet such adjusted net income goal
or  Performance Target; (2) on the date of termination of employment,
as to all dividends paid on Awarded Shares which are forfeited upon such
termination of employment; and (3) after termination of employment if, prior to
vesting of all or any portion of the Awarded Shares, the Participant breaches
any provision of the 2007 Award Agreement or the 2008 Award Agreement, including
without limitation the provisions of section 9 thereof, in which event the
Participant shall immediately forfeit all rights to the then-unvested Awarded
Shares and any dividends theretofore paid on such then-unvested Awarded
Shares.
 
 2)           Except
as amended hereby, the terms and conditions of the 2007 and 2008 Award
Agreements shall remain in full force and effect.
 
 3)           All
terms used herein and not otherwise defined shall have the meaning ascribed to
such terms in the 2007 and 2008 Award Agreements.
 
 IN
WITNESS WHEREOF, the undersigned have executed this Amendment to Restricted
Stock Award Agreements this 2nd day of
March, 2009.
 
 
 
 
 FPL
      GROUP, INC.By:James
      W. Poppell, Sr.
                Executive
      Vice President
                Human
      Resources
              
              Participant