EXHIBIT 10(b)
SUPPLEMENT
TO THE
FPL GROUP, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS IT APPLIES TO
PAUL J. EVANSON
1. Introduction. Section 5.03 of the FPL
Group, Inc. Supplemental Executive Retirement Plan as amended and
restated effective January 1, 1994 (the "Plan") authorizes the
Committee and the Board to adopt supplements that modify or add to
the terms of the Plan. Pursuant to this authority the Committee and
the Board adopt this supplement (the "Supplement"), which is
incorporated by this reference and forms a part of the Plan.
2. Applicability of This Supplement. The
provisions of this Supplement shall only apply to Paul J. Evanson
(the "Participant").
3. Definitions. All of the capitalized terms
used in this Supplement shall have the meanings assigned to them in
the Plan, unless explicitly defined in this Supplement. The
following words, when used in the Supplement, shall have the
following meanings:
(a) "Adjusted Years of Service" shall
mean the sum of:
(i) Years of Service completed as of
December 5, 2006, multiplied by
two (2), and
(ii) Years of Service, if any,
credited after such date.
(b) "Participant" shall mean Paul J.
Evanson.
(c) "Supplemental SERP Benefit" shall
mean the benefit described in Section
4 hereof.
(d) "Supplement" shall meant he
supplement as set forth in this
document as it may be amended from
time to time.
4. Benefits. The benefits to be provided under
this Supplement to which the Participant shall be entitled shall be
the Supplemental SERP Benefit. The "Supplemental SERP Benefit" shall
be the difference, if any, between (a) and (b), where:
(a) is the benefit to which the
Participant would be entitled under
the 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 Participant's Bonus
Compensation and Adjusted Years of
Service, (ii) without the annual
compensation limitation imposed by
Section 401 (a)(17) of the Code, and
(iii) without the restrictions or the
limitations imposed by Sections
415(b) or 415(e) of the Code; and
(b) is the sum of the benefits payable to
the Participant under the Pension
Plan and the Plan, both expressed in
the normal form of benefit.
As between the Plan and this Supplement,
there shall be no duplication of benefits.
5. Vesting of Benefits.
(a) In General - Except as otherwise
provided in this Subsection (b), if the
Participant's employment with the Employer
and all of its affiliates is terminated
(whether such termination is initiated by
the Participant, the Employer or its
affiliates, and without regard to the reason
therefor) before the Participant is fully
vested in his accrued benefit under the
Pension Plan, no benefits shall be payable
under this Supplement.
(b) Accelerated Vesting Upon Death,
Disability, or Change of Control - If the
Participant's employment with the Employer
and all of its affiliates is terminated as a
result of death, Disability, or Change of
Control (irrespective of whether such
termination is initiated by the Participant,
the Employer or its affiliates, and without
regard to the reason therefor), all benefits
accrued hereunder for the Participant shall
become fully vested and shall be paid in
accordance with Subsection 3.04(b) of the
Plan.
6. Termination for Cause. If the termination
of the Participant's employment with the Employer and all of its
affiliates is as a result of or caused by the Participant's theft or
embezzlement from the Employer or any of its affiliates, the
disclosure by the Participant of confidential information of the
Employer or its affiliates, or the Participant's stealing trade
secrets or intellectual property owned by the Employer or its
affiliates, then the benefits of such Participant hereunder, to the
extent not yet received, shall become null and void effective as of
the date of the occurrence of the event which results in the
Participant ceasing to be an employee of the Employer and all of its
affiliates and any purported claim for benefits by or on behalf of
said Participant following such date shall be of no effect.
7. Right to Amend or Terminate this Supplement.
The powers reserved to the Committee and the Board with respect to
amendment and termination of the Plan (i.e., Article V of the Plan)
shall apply with equal force to this Supplement.
8. Effective Date. This Supplement shall be
adopted effective as of January 1, 1996, notwithstanding that some of
its provisions will have retroactive effect as provided herein.
IN WITNESS WHEREOF, the Board of Directors and
the Committee have caused this instrument to be executed this 28th
day of January, 1997 by their duly authorized officers, effective as
of date and year described above.
FPL GROUP, INC.
By: LAWRENCE J. KELLEHER
Lawrence J. Kelleher
Vice President, Human Resources