exhibit10pp.htm


    
      

      

    

    Exhibit
10(pp)

    


    


    December
10, 2009

    


    Lewis
Hay, III

    Chairman
and Chief Executive Officer

    FPL
Group, Inc.

    700
Universe Boulevard

    Juno
Beach, FL 33408

     

           
Re: Amended and
Restated Employment Letter with FPL Group, Inc. (“FPL
Group”)

    


    Dear
Lew:

     

    Regarding
your employment by FPL Group, or the ultimate parent entity of FPL Group, in the
event that any entity, directly or through one or more subsidiaries, holds fifty
percent or more of the outstanding voting stock of FPL Group (the
“Corporation”), we have agreed as follows:

     

    1.
This Amended and Restated Employment Letter (“Letter Agreement”) amends and
restates (and when executed supersedes in its entirety) that certain Amended and
Restated Employment Letter dated December 12, 2008.  The terms of your
employment will be governed by the terms of this Letter Agreement. The initial
term of your employment hereunder shall be three years beginning on January 1,
2005, subject to earlier termination pursuant to Section 4.

     

    2.
Commencing January 1, 2006, and each January 1 thereafter, unless notice of
non-extension is given by either party no later than 90 days prior to any such
scheduled extension date, the term of your employment hereunder shall be
extended for an additional year, still subject to earlier termination pursuant
to Section 4.

     

    3.
During the term of your employment hereunder and subject to Section 4 below, you
shall serve as the Corporation’s Chief Executive Officer and as a Director and
Chairman of the Corporation’s Board of Directors (the “Board”). You shall devote
your full business time and attention to the business and affairs of the
Corporation and its Affiliates, except during (a) four weeks of vacation per
year, and (b) periods of incapacity due to accident or illness. Nothing in this
Letter Agreement shall preclude you from devoting reasonable periods required
for serving as a director or a member of an advisory committee of any
organization involving no conflict of interest with the Corporation, from
engaging in charitable and community activities, and from managing your personal
investments; provided, however, that such activities do not materially interfere
with the performance of your duties and responsibilities under this Letter
Agreement and that you limit your participation on public-company boards to no
more than two other than the Board or the board of directors of any
Affiliate.

     

    As
used in this Letter Agreement, (i) the term “Affiliate” means any entity
controlled by the Corporation, whether by means of ownership or otherwise, (ii)
the term “Corporate Performance Objective” means, with respect to any element of
your compensation, the objective performance objective, if any, which is
selected and established by the Compensation Committee of the Board (the
“Committee”) for purposes of making such element of compensation, if paid, fully
deductible for federal income tax purposes pursuant to Section 162(m)(1) of the
Internal Revenue Code of 1986, as amended (the “Code”), and the regulations
thereunder or any successor provision, (iii) the term “named executive officer”
has the meaning given to such term in Item 402(a) of Regulation S-K promulgated
under the Securities Act of 1933, as amended, and (iv) the term
“Performance Share” means a performance-based equity award other than a Stock
Option or a Stock Appreciation Right.  "Termination of employment" as
used in this Letter Agreement shall occur only upon a “separation of service”
within the meaning of Section 409A of the Code (“Section
409A”).

     

    4.
Your employment hereunder may be terminated upon written notice (except that
notice shall not be required in the event of a termination due to death or
Disability) prior to the end of the scheduled term as follows: by the
Corporation with or without Cause (as defined below); upon your death; upon your
Disability (as defined below); upon your Retirement (as defined below); or upon
your resignation with or without Good Reason (as defined below).

     

    a.
Termination for
Cause: For purposes of this Letter Agreement, “Cause” shall mean a
material and willful failure by you to meet your obligations described in
Section 3, which is not remedied in a reasonable period of time after receipt of
written notice from the Corporation specifying such failure. Cause shall also
mean your conviction of, or plea of guilty or nolo contendere to, a felony
involving (i) an act of dishonesty against the Corporation, (ii) an act of moral
turpitude, or (iii) an act that causes, or could reasonably be expected to
cause, material harm to the Corporation’s financial status or reputation. The
Corporation’s termination of you for Cause shall be effected in accordance with
the following procedures: The Corporation will give you written notice of its
intention to terminate you for Cause, setting forth in reasonable detail the
specific conduct that it considers to constitute Cause and the specific
provision(s) under this Letter Agreement on which it relies. The Board will
convene a special meeting held specifically for the purpose of considering your
termination for Cause. This special meeting will take place not less than 30 and
not more than 60 days after you have received written notice of the
Corporation’s intention. You will be given an opportunity, together with
counsel, to be heard at this meeting. If the Board thereafter duly adopts a
resolution stating that, in the good faith opinion of the Board, your conduct
constitutes Cause under this Letter Agreement, your termination for Cause will
be effective as of the date of such resolution, subject to your rights under
Section 17.

     

    In
the event of termination of your employment by the Corporation for Cause, you
shall be entitled to the following benefits (“Accrued
Obligations”):

     

    (i)
any earned but unpaid base salary through your date of termination;

     

    (ii)
all benefits in accordance with the terms of all pension, 401(k), deferred
compensation, SERP and Supplemental SERP plans and all other benefit plans
(e.g., life insurance, disability insurance, etc.) in accordance with their
terms and conditions;

     

    (iii)
all accrued vacation pay;

     

    (iv)
reimbursement of reasonable business expenses incurred prior to the date of
termination; and

     

    (v)
any other or additional compensation or benefits to which you are entitled under
and in accordance with the terms of applicable plans or employee benefit
programs of the Corporation, including, without limitation, the FPL Group, Inc.
Amended and Restated Long Term Incentive Plan (together with any successor or
other long term incentive plan, the “LTIP”) and any award agreements
thereunder.

     

    The
Accrued Obligations described in paragraphs a(i) and a(iii) of this Section 4
shall be paid:

     

    (A)
to the extent a deferral election has been made with respect to such amounts
under the terms of the Corporation’s Deferred Compensation Plan (the “Deferred
Compensation Plan”), at the time and in the manner determined under such
election; and

     

    (B)
in all other cases, within 30 days after your termination of
employment.

     

    The
Accrued Obligations described in paragraph a(iv) of this Section 4 shall be paid
within 30 days after submission of requests for reimbursement in accordance with
applicable policies and procedures of the Corporation and in any event no later than the end of the calendar year
following the calendar year in which termination
occurs.  The Accrued Obligations described in
paragraphs a(ii) and a(v) of this Section 4 shall be paid within the periods for
payment specified in the benefit plans or employee programs (and any award
agreements thereunder) referred to in such paragraphs a(ii) and
a(v).

     

    b.
Death, Disability or
Retirement. For purposes of this Letter Agreement, “Disability” shall
mean that you have been determined to be eligible for long-term disability
benefits under the executive long-term disability plan sponsored by the
Corporation applicable to you and you shall be deemed to have incurred a
Disability as of the date such determination is made. Your employment shall be
automatically terminated as of the date of your death or, if applicable, as of
the date of your being determined to have incurred a Disability, and in any
event not later than the date which is after 29 months of disability
leave.  Your employment may also be voluntarily terminated by your
Retirement, which shall mean your voluntary termination of employment (A) on or
after your normal retirement date (as defined under the provisions of the FPL
Group Employee Pension Plan (the “Pension Plan”)) or, (B) with the consent of
the Board, either prior to, on or after your normal retirement date (an
“Approved Early Retirement”). You, or your estate or legal representative, as
applicable, shall be entitled to the following benefits under the circumstances
indicated, unless, with respect to any specific benefit set forth below, you are
entitled to more favorable benefits under the express terms of such
benefits:

     

    (i)
upon your death, Disability or Retirement (including, without limitation, upon
an Approved Early Retirement), the Accrued Obligations listed in paragraph a. of
this Section 4, as well as any earned but unpaid annual incentive bonus for the
prior fiscal year under the Corporation’s Annual Incentive Plan or any successor
or other annual incentive plan (the “Annual Incentive Plan”);

     

    (ii) upon
your death or Disability, a pro rata portion of your then-current annual
incentive bonus at the average annual achievement level for the prior two
years;

     

    (iii)  upon
your Retirement (including, without limitation, upon an Approved Early
Retirement), a pro rata portion of your annual incentive bonus for the year in
which your Retirement occurs, if the Corporate Performance Objective for such
year is achieved; provided, that, any percentage reduction approved by the
Committee to the maximum amount of the annual incentive bonus payable to you
based on the achievement of such Corporate Performance Objective shall not
exceed the lowest percentage reduction approved by the Committee to the maximum
amount of any annual incentive bonus payable for such year to any other named
executive officer; provided, further, that if such Corporate Performance
Objective has been achieved, in no event will the pro rated portion of such
annual incentive bonus payable to you be less than the pro rated amount of your
average annual incentive bonus for the two years prior to the year in which your
Retirement occurs;

     

    (iv)
upon your death, Disability or Retirement (other than an Approved Early
Retirement):

     

    (x)
with respect to each outstanding and unvested Performance Share award that
provides for vesting in a fixed number of shares that is not subject to
reduction by the Committee other than if the Corporate Performance Objective is
not achieved or you cease continued employment by the Company (which type of
award, for example, is reflected by the terms of the Restricted Stock awards
most recently awarded to you prior to the date of this Letter Agreement) (a
“Time-Vesting Award”), vesting of a pro rata share (calculated in the manner
specified in the agreement evidencing such Time-Vesting Award or, if there is no
manner of calculation so specified, based upon the number of completed days of
service during the entire vesting period divided by the number of days in the
entire vesting period multiplied by the number of unvested shares) of the then
unvested portion of such award (A) in the event of death or Disability, on the
date of your termination of employment, or (B) in the event of Retirement (other
than an Approved Early Retirement), on the vesting schedule and otherwise in
accordance with the terms and conditions (including, without limitation,
satisfaction of the applicable performance conditions) set forth in such award,
notwithstanding that your employment will have previously terminated;
and

     

    (y)
with respect to each outstanding and unvested Performance Share award that,
assuming achievement of applicable Corporate Performance Objectives, if any,
provides for vesting in the maximum number of shares subject to reduction by the
Committee (which, for example, is reflected by the terms of the Performance
Share awards most recently awarded to you prior to the date of this Letter
Agreement) (an “Achievement Award”), reduction of the target number of shares
subject to such award to a pro rated number of shares based on the number of
full days of your service during the performance period, with your right to
shares under such award determined as such reduced number of target shares times
the average of your percentage achievement under the Annual Incentive Plan for
each year or other applicable period in the performance period (subject to the
maximum percentage achievement specified by the Committee); provided that,
subject to paragraph (vii) of this Section 4b, your percentage achievement for
each year or other applicable portion of the performance period that shall not
have been certified or otherwise fixed by the Committee prior to the date of
your termination and each subsequent year or other applicable period in the
performance period shall be deemed to be 100%; and

     

    
      	
               
      

            	
              (v)

            	
              upon
      an Approved Early Retirement:

            


    

     

    (x)  with
respect to each outstanding and unvested Time-Vesting Award, vesting of the
then-unvested portion of such award on the vesting schedule and otherwise in
accordance with the terms and conditions (including, without limitation,
satisfaction of the applicable performance conditions) set forth in such award,
notwithstanding that your employment will have previously terminated;
and

     

    (y)
with respect to each outstanding and unvested Achievement Award, the target
number of shares for the performance period covered by such award shall be as
expressly specified in such award, with your right to shares under such award
determined as  such target number of shares times the average of your
percentage achievement under the Annual Incentive Plan for each year or other
applicable period in the performance period (subject to the maximum percentage
achievement specified by the Committee); provided that, subject to paragraph
(vii) of this Section 4b, your percentage achievement for each year or other
applicable portion of the performance period that shall not have been certified
or otherwise fixed by the Committee prior to the date of your termination and
each subsequent year or other applicable period in the performance period shall
be deemed to be 100%.

     

    
      	
               
      

            	
                (vi)

            	
              Notwithstanding
      paragraph (iv) or (v) of this Section 4b, if, after your termination of
      employment but prior to your receipt of the shares specified therein, you
      breach any provision set forth in the award agreement applicable to such
      shares, including without limitation any non-competition or
      non-solicitation covenants set forth therein, and such award agreement so
      provides, you shall immediately forfeit all rights to such shares and any
      dividends theretofore paid on such
shares.

            


    

     

    
      	
               
      

            	
              (vii)
      Notwithstanding anything to the contrary in this Letter Agreement, if your
      employment is terminated due to Retirement or Approved Early Retirement as
      set forth in paragraph (iv)(y) or (v)(y) of this Section 4b, no
      portion of any award that is subject to the achievement of a Corporate
      Performance Objective to which you would otherwise be entitled pursuant to
      paragraph (iv)(y) or (v)(y) of this Section 4b shall be payable unless and
      until the date on which such Corporate Performance Objective shall have
      been achieved, as certified by the Committee.  If the Corporate
      Performance Objective for any such performance period is not achieved and
      certified, your percentage achievement for such performance period shall
      be deemed to be 0%.

            


    

     

    
      	
               
      

            	
              (viii)

            	
              The
      additional payments described in paragraphs b(i) (other than the payments
      described therein which are referred to in paragraphs a(ii), a(iv) and
      a(v) of this Section 4), b(iii), b(iv) and b(v) of this Section 4 shall be
      paid:

            


    

     

    (A)
to the extent a deferral election has been made under the Deferred Compensation
Plan with respect to such amounts if paid under the terms of the Annual
Incentive Plan or LTIP, at the time and in the manner determined under such
election; and

     

    (B)
in all other cases, 30 days after your termination of employment, unless
calculation of such payment depends on the Committee’s determination of whether
the Corporate Performance Objective has been achieved, in which case the payment
shall be made within two months after the end of the applicable performance
measurement period.  In the event that any payment that is payable in
cash is delayed solely as a result of provisions of this Letter Agreement that
are primarily intended to ensure that any amounts which the Company has deducted
or wishes to deduct for federal income tax purposes pursuant to Section
162(m)(1) of the Code will not be disallowed, interest shall accrue on the
amount of such payments at an annual rate equal to 120% of the applicable
short-term federal rate established pursuant to Section 1274(d) of the Code as
set forth for the previous fiscal quarter (based on actual number of days
elapsed and a 365-day year) from the date such payment would have been made but
for such provisions through and including the actual date of such
payment.  In the event that any payment that is payable in common
stock is delayed solely as a result of provisions of this Letter Agreement that
are primarily intended to ensure that any amounts which the Company has deducted
or wishes to deduct for federal income tax purposes will not be disallowed
pursuant to Section 162(m)(1) of the Code, any dividend payments on such common
stock that you otherwise would have received had such delay not occurred shall
be payable to you at the same time as the payment of such common stock, together
with interest thereon, at the rate and on the terms set forth in the preceding
sentence, from the applicable dividend payment dates through and including the
actual date of such payment.

     

    c.
Termination by
Corporation Without Cause or by you for Good Reason.

     

    
      	
               
      

            	
              For
      purposes of this Letter Agreement “Good Reason” shall mean any of the
      following:

            


    

     

    (i)
a material reduction in the amount of your then current base salary, target
annual incentive bonus, target LTIP compensation, or aggregate employee
benefits, other than any such reduction that the Board, in good faith, believes
to be in the best interests of the Corporation and that is uniformly applicable
to all other senior executives of the Corporation;

     

    (ii)
the removal of, or failure to elect or reelect, you as Chief Executive Officer
or Chairman of the Board of the Corporation; provided, however, (1) the failure
to elect you as Chairman of the Board shall not, by itself, constitute Good
Reason if such failure results from any law, regulation or listing requirement
to the effect that the positions of Chairman of the Board and Chief Executive
Officer shall not be held by the same individual or that the Chairman of the
Corporation shall be independent; or if the Board elects a non-executive
Chairman whose duties as Chairman consist primarily of establishing the Board
agenda and presiding over Board meetings and shareholder meetings;

     

    (iii)
the assignment to you of duties or responsibilities which are materially
inconsistent with your current position, excluding for this purpose an isolated,
insubstantial, and inadvertent failure not occurring in bad faith which is
remedied by the Corporation reasonably promptly after receipt of written notice
thereof from you;

     

    (iv)
the Corporation’s amendment or termination of this Letter Agreement without your
prior written consent; or

     

    (v)
any material violation by the Corporation of the provisions of this Letter
Agreement other than a violation that is remedied by the Corporation reasonably
promptly after receipt of written notice thereof given by you.

     

    If
the Corporation should terminate your employment without Cause, or in the event
you terminate employment for Good Reason, you shall be entitled to the following
benefits (“Termination Benefits”):

     

    (1)
the Accrued Obligations listed in paragraph a. of this Section 4, as well as any
earned but unpaid annual incentive bonus for the prior fiscal year;

     

    (2)
your annual incentive bonus for the year in which your termination of employment
occurs, pro rated based on the portion of such year in which you were employed,
if the Corporate Performance Objective for such year is achieved; provided,
that, any reduction approved by the Committee to the maximum amount of the
annual incentive bonus payable to you based on the achievement of such Corporate
Performance Objective shall not exceed the lowest percentage reduction approved
by the Committee to the maximum amount of any annual incentive bonus payable for
such year to any other named executive officer; provided, further, that if the
Corporate Performance Objective has been achieved, in no event will the pro
rated portion of such annual incentive bonus payable to you be less than the
greater of the pro rated amount of (A) your average annual incentive bonus
for the two years prior to the year in which your termination of employment
occurs or (B) your target annual incentive bonus for the year in which your
termination of employment occurs;

     

    (3)      two
times your then current base salary;

     

    (4)
two times the higher of (A) your average annual incentive bonus for the two
years prior to the year in which your termination of employment occurs or (B)
your target annual incentive bonus for the year in which your termination of
employment occurs;

     

    (5)
a pro rata portion of each outstanding and not theretofore vested and paid
Performance Share award under the LTIP; provided, however, that (A) with respect
to each year (if any) of the applicable performance measurement period which
shall have elapsed prior to the year in which your termination of employment
occurs, your percentage achievement shall be the actual percentage achievement
(if any) approved by the Committee, and (B) with respect to the year in which
your termination of employment occurs and any subsequent years in the applicable
performance measurement period, your percentage achievement shall be (x) target
for any such year for which the Corporate Performance Objective is achieved and
(y) 0% for any such year in which the Corporate Performance Objective is not
achieved;

     

    (6)
notwithstanding the terms and conditions of any applicable Restricted Stock or
Stock Option agreements, continued vesting in all unvested Restricted Stock and
Stock Options outstanding under the LTIP for a period of two years following the
date of termination of your employment; provided, however, that no portion of
any award of Restricted Stock that is expressly intended to constitute qualified
performance-based compensation for purposes of Section 162(m) of the Code
shall vest unless and until the Corporate Performance Objective shall have been
achieved (it being understood that all other conditions to vesting, if any,
shall be deemed waived);

     

    (7)
continued participation in the medical, dental, hospitalization, short-term and
long-term disability and group life insurance coverage plans of the Corporation
(“Welfare Plans”) in which you were participating on the date of termination of
your employment until the earlier of:

     

    (A)
the end of the two-year period following your termination of employment;
and

     

    (B)
the date, or dates you receive comparable coverage and benefits under the plans
and programs of a subsequent employer;

     

    provided,
however, that if under the terms of any such Welfare Plan you cannot continue to
participate in such Welfare Plan, the Corporation shall otherwise provide such
benefits on the same after-tax basis as if continued participation had been
permitted; and provided, further, however, that at the end of your period of
continued participation (determined under (A) or (B) above, as applicable), the
Corporation will provide you with continued medical coverage at your own expense
pursuant to COBRA; and

     

    (8)
the cash value of two additional years of service credit under all applicable
pension, 401(k), SERP and Supplemental SERP plans (including, without
limitation, the FPL Group, Inc. Supplemental Executive Retirement Plan amended
and restated effective January 1, 2005 and the Amended and Restated Supplement
to the FPL Group, Inc. Supplemental Executive Retirement Plan as it applies to
Lewis Hay, III dated December 12, 2008).

     

    The
additional payments described in paragraphs c(1) (other than the payments
described therein which are referred to in paragraphs a(ii), a(iv) and a(v) of
this Section 4), c(5) and c(6) of this Section 4 shall be paid:

     

    (A)
to the extent a deferral election has been made under the Deferred Compensation
Plan with respect to such amounts if paid under the terms of the Annual
Incentive Plan or LTIP, at the time and in the manner determined under such
election; and

     

    (B)
in all other cases, 30 days after your termination of employment (unless
(aa) calculation of such payment depends on the Committee’s determination
of whether the Corporate Performance Objective has been achieved, in which case
the payment shall be made within two months after the end of the applicable
performance measurement period, or (bb) the revocation period for the
release of claims referred to in Section 10(a) has not yet lapsed, in which case
the payment shall be made ten days after the lapse of such revocation
period).

     

    The
Termination Benefits described in paragraphs c(2), c(3), c(4) and c(8) of this
Section 4 shall be paid 30 days after your termination of employment
(unless the revocation period for the release of claims referred to in
Section 10(a) has not yet lapsed, in which case the payment shall be made ten
days after the lapse of such revocation period).

     

    If
you believe that the Committee shall not have acted in a manner “materially
consistent with past practice,” as defined in the following two sentences, in
making any determination referred to in paragraph b(iii), b(iv), b(v), b(vii),
c(2), (c)5 or c(6) of this Section 4, and you so notify the Corporation in
writing, the Corporation shall promptly enter into discussions with you
concerning the impact, if any, of the Committee’s determination on the
compensation payable to you pursuant to paragraph b(iii), b(iv), b(v),
b(vii),  c(2), (c)5 or c(6), as the case may be, which discussions
shall include consideration of modifications to the terms of payment of the
elements of compensation referred to in paragraph b(iii), b(iv), b(v),
b(vii),  c(2), (c)5 or c(6), as applicable.  For purposes of
this paragraph, “materially consistent with past practice” shall mean the
practice observed by the Committee during the two year period ending on the date
of this Letter Agreement with respect to the determination of the elements of
compensation referred to in paragraph b(iii), b(iv), b(v),
b(vii),  c(2), (c)5 or c(6), including, without limitation, the
Committee’s practice relating to the establishment of the Corporate Performance
Objective and the Committee’s certification of the achievement of the Corporate
Performance Objective.  Without limiting the foregoing sentence, the
Committee shall be deemed to have acted in a manner materially consistent with
past practice with respect to awards under the LTIP with a multi-year
performance period only if it shall have fixed the performance targets for
periods within such multi-year performance period in the same manner with
respect to each period within such multi-year performance period.

     

    d.
Termination without
Good Reason. In the event of a termination of employment by you without
Good Reason, you shall be entitled to the Accrued Obligations listed in
paragraph a. of this Section 4, as well as any earned but unpaid annual
incentive bonus under the Annual Incentive Plan or any similar plan or
arrangement for the prior fiscal year.

     

    e.
Section
409A.  You and the Corporation acknowledge that each of the
payments and benefits promised to you under this Agreement must either comply
with the requirements of Section 409A and the regulations thereunder or
qualify for an exception from compliance.  To that end, you and the
Corporation agree that:

     

    (i)
In the case of Termination Benefits that are not exempt from Section 409A, as
mutually determined by the Corporation and you, payment shall not be made prior
to, and shall, if necessary, be deferred (with interest at the annual rate of
the lesser of (x) the prime rate and (y) 120% of the applicable federal
long-term rate (as prescribed under Section 1274(d) of the Code) per annum,
compounded quarterly from the date of your termination of employment to the date
of actual payment) to and paid on the later of the earliest date on which you
experience a separation from service (within the meaning of Treasury Regulation
Section 1.409A-1(h)) and, if you are a specified employee (within the meaning of
Treasury Regulation Section 1.409A-1(i), including a determination under the
Corporation’s policy for determining such individuals, as permitted by Treasury
Regulation Section 1.409A-1(i)) on the date of your separation from service, the
first day of the seventh month following your separation from
service.

     

    (ii)
This Letter Agreement shall be subject to amendment in the future in such manner
as the Corporation and you shall reasonably deem necessary or appropriate to
effect compliance with Section 409A and the regulations thereunder and to avoid
the imposition of penalties and additional taxes under Section 409A, it being
the express intent of the parties that neither the Corporation nor you shall be
subject to penalties or taxes under Section 409A by virtue of the provisions of
this Letter Agreement.

     

    f.  Certain
Benefits.  During the term of your employment, any unused
vacation days shall be carried over from year to year.  Upon
termination of your employment for any reason, any unused vacation days shall be
reimbursed to you at your then current base salary rate.  On your
termination of employment other than for Cause, you will be entitled 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
you satisfy the eligibility requirements as stated in Appendix B to the Retiree
Benefits Plan as in effect as of the date of this Letter Agreement, even if
Access Only Benefits, or comparable medical benefits, are no longer being
provided to other employees of the Corporation.  Such medical benefits
will be provided to you to the extent that such coverage is available under the
Corporation’s health, dental and vision plans or can be obtained on commercially
reasonable terms.

     

    g.  Section
162(m).  Notwithstanding anything in this Agreement to the
contrary, any performance-based compensation with respect to which the
applicable performance period commenced on or before January 1, 2009 shall be
payable to you in accordance with the terms of your Amended and Restated
Employment Letter in effect immediately prior to the date of this Letter
Agreement and any other agreement with respect to such performance-based
compensation.

     

    5.
During your employment with the Corporation and for a period of two years after
the date your employment is terminated for whatever reason, you will not
directly or indirectly hire, employ, or solicit the employment or services of
(whether as an employee, officer, director, agent, consultant or independent
contractor), any person who is serving as an employee, representative, officer
or director of the Corporation or any of its Affiliates (or who served in such
capacity at any time during the six-month period preceding such hiring,
employment, or solicitation) without the prior written consent of the
Corporation or such Affiliate, as applicable.

     

    6.
You shall hold in a fiduciary capacity for the benefit of the Corporation all
secret or confidential information, knowledge or data relating to the
Corporation or any of its Affiliates and their respective businesses, which is
obtained by you during your employment by the Corporation or any of its
Affiliates and which is not public knowledge. While you are employed by the
Corporation and thereafter, you shall not, without prior written consent of the
Corporation 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
Corporation and those designated by it.

     

    7.
You acknowledge that a breach of the restrictions contained in Sections 5 or 6
will cause irreparable damage to the Corporation and its Affiliates, the exact
amount of which will be difficult to ascertain, and that the remedies at law for
any such breach will be inadequate. Accordingly, you and the Corporation agree
that if you breach any of the restrictions contained in Sections 5 or 6, then
the Corporation and its Affiliates shall be entitled to injunctive relief,
without posting bond or other security, in addition to any other remedy or
relief to which they may be entitled. You further agree that if you breach any
of the restrictions contained in Sections 5 or 6, then in addition to being
subject to injunctive relief and any other remedy or relief to which the
Corporation and its Affiliates may be
entitled, you shall forfeit your right to all entitlements under this Letter
Agreement that have not yet been paid or provided to you, including your right
to any unpaid Termination Benefits; provided, however, that such forfeiture
shall not apply to any entitlements included in the Accrued Obligations or where
not permitted by applicable law.

     

    8.
In the event your employment is terminated for any reason, you shall not be
required to mitigate any payment or benefits provided to you by the Corporation
by seeking other employment.

     

    9.
Your Executive Retention Employment Agreement dated June 17, 2002, as
amended  through the date hereof (“Executive Retention Employment
Agreement”), remains in full force and effect and is not modified or amended in
any manner whatsoever as a result of your entering into this Letter Agreement.
In the event of an “Effective Date” under and as defined in the Executive
Retention Employment Agreement, you shall be entitled to the compensation and
benefits provided under the Executive Retention Employment Agreement if your
employment terminates under the circumstances provided under the Executive
Retention Employment Agreement; provided, however, that such compensation and
benefits shall be in lieu of any entitlements payable or provided to you under
this Letter Agreement.

     

    10.
Notwithstanding anything herein to the contrary, and except in the case of
death, it shall be a condition to your receiving any payments or benefits
referred to in Section 4 (other than the Accrued Obligations) that you shall
have (a) executed and delivered to the Corporation a release of claims against
the Corporation, such release to be in the Corporation’s then standard form of
release, and (b) executed and delivered to the Corporation resignations of all
officer and director positions you hold with the Corporation or its Affiliates,
in each case no later than  45 days after your termination of
employment, unless there is a genuine dispute as to your substantive rights
under this Letter Agreement within the meaning of Treasury Regulation
1.409A-3(g) (or any successor provision).

     

    11.
You acknowledge that you have received the advice of counsel with respect to the
matters contemplated in this Letter Agreement and the Corporation has agreed to
pay directly your reasonable legal fees and expenses.

     

    12.
This Letter Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida, without reference to rules
relating to conflicts of law.

     

    13.
Your employment pursuant to this Letter Agreement is not a guarantee of
employment. As stated in this Letter Agreement, the Corporation may terminate
your employment on written notice; provided, however, that in certain instances
as specified in Section 4, such termination may require the Corporation to
provide compensation or other benefits to you.

     

    14.
This Letter Agreement between you and the Corporation sets forth the entire
agreement with respect to the subject matters hereof and supersedes all prior
understandings and agreements (except the Executive Retention Employment
Agreement) as to employment of you by the Corporation.

     

    15. This Letter Agreement
cannot be amended, changed or modified without the written consent of you and
the Corporation.

     

    16.
If any one or more of the provisions contained in this Letter Agreement shall be
invalid, illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

     

    17.
Any controversy or claim arising out of or relating to this Letter Agreement, or
any breach thereof, shall be settled by arbitration conducted in accordance with
the Florida Arbitration Code (Fla. Stat. Sec. 682.01 et seq.) and judgment upon
such award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. There will be one arbitrator, who shall be mutually
selected by you and the Corporation and if agreement cannot be reached, then the
arbitrator shall be selected from the CPR National Panel of Distinguished
Neutrals by a senior executive official of the CPR Institute for Dispute
Resolution. The arbitration shall be held in West Palm Beach, Florida, or such
other place as may be agreed upon at the time by the parties to the arbitration.
The cost of arbitration shall be borne among the parties to the arbitration as
determined by the arbitrator. It is the intention of the parties that to the
extent your position is upheld, your expenses (including cost of witnesses,
evidence, and attorneys), as determined by the arbitrator, shall be reimbursed
by the Corporation.

     

    18.
This Letter Agreement shall be binding upon any and all successors to the
Corporation.

     

    
      	 
      	 
      	
              Sincerely,

            
	 
      	 
      	 
      	
              FPL
      GROUP, INC.

               

               

              J.
      BRIAN FERGUSON

            
	 
      	 
      	
              By:

            	
              Brian
      Ferguson

              Chairperson
      of the

              Compensation
      Committee

            
	
              Agreed
      to and accepted:

               

               

              LEWIS
      HAY, III

            	 
      	
              Date:

            	
              December
      10, 2009

            
	
              Lewis
      Hay, III