Exhibit 10(c)
AMENDED AND
RESTATED
SUPPLEMENT
TO THE
FPL GROUP, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS IT APPLIES TO
LEWIS HAY, III
Section
1. Adoption of Supplement;
Relationship with Provisions of the Plan . Section 5.03 of
the FPL Group, Inc. Supplemental Executive Retirement Plan as
amended and restated effective January 1, 2005 (the " Plan
") authorizes an Employer, with the approval of the Committee, to
adopt supplements that modify or add to the terms of the Plan.
Pursuant to this authority the Board of Directors of FPL Group,
Inc., with the approval of the Committee, adopts this Amended and
Restated Supplement to the Plan (the " Supplement "), which
is incorporated by this reference and forms a part of the Plan. In
the event of any ambiguity between the provisions of this
Supplement and those of the Plan, the provisions of the Plan shall
supersede the provisions of this Supplement to the extent of such
ambiguity. This Supplement, which is a restatement of the
predecessor Supplement with Lewis Hay, III dated March 22, 2002 ("
Prior Supplement "), provides that benefits earned under the
Prior Supplement are grandfathered and not subject to Code Section
409A, while benefits earned under the Supplement are subject to
Code Section 409A, as set forth in the Plan.
Section 2
. Applicability and Effective Date of
this Supplement . The provisions of this Supplement shall
only apply to Lewis Hay, III (the " Participant "). This
Supplement shall be effective as of January 1, 2005 (the "
Effective Date ").
Section
3. Definitions .
All of the capitalized terms used in this Supplement shall have the
meanings assigned to them in the Plan, unless otherwise explicitly
defined in this Supplement. The following terms when used in this
Supplement shall have the following meanings:
(a) "
Accrual Fraction " shall mean a fraction (not exceeding 1),
the numerator of which is the Participant's years of service for
benefit accrual purposes as of any Date of Determination, as
determined under the terms of the Pension Plan, and the denominator
of which is 15.
(b) "
Date of Determination " shall mean the date on which the
Participant's benefit is computed under the terms of this
Supplement.
(c) "
Early Retirement Age " shall mean the later of (i) the date
the Participant attains age 55 or (ii) the date he completes at
least ten (10) years of service for benefit accrual purposes, as
determined under the terms of the Pension Plan.
(d) "
Early Retirement Date " shall mean the first day of the
month coincident with or immediately following the date the
Participant's employment with the Employer is terminated for any
reason (other than as a result of Disability or death), which
termination must occur on or after attaining Early Retirement
Age.
(e) "
Final Average Pay " shall mean the average of the
Participant's Bonus Compensation for the three (3) consecutive
calendar year periods out of the four (4) consecutive calendar year
periods ending with the calendar year in which the Date of
Determination occurs that results in the highest average.
(f) "
Minimum Benefit " shall mean the annual pension amount,
payable to the Participant in the Normal Form of Benefit and
commencing as of the Date of Determination, equal to 50% of the
Participant's Final Average Pay. In determining this benefit, it is
intended that the Minimum Benefit not be prorated by applying the
Accrual Fraction.
(g) "
Normal Form of Benefit " shall mean a joint and 50% survivor
annuity if the Participant is married at the time benefits under
this Supplement first commence, and a single life annuity if the
Participant is unmarried as of such time.
(h) "
Normal Retirement Age " shall mean the date the Participant
attains age 65.
(i) "
Normal Retirement Date " shall mean the first day of the
month coincident with or immediately following Normal Retirement
Age.
(j) "
Other Pension Benefits " shall mean the sum of the annual
amounts payable to the Participant as of the Date of Determination
under the Pension Plan and the Supplemental Pension Benefit, both
expressed in the Normal Form of Benefit.
(k) "
Total Benefit " shall mean the annual pension amount,
payable to the Participant in the Normal Form of Benefit and
commencing as of the Date of Determination, equal to 65% of the
Participant's Final Average Pay, multiplied by the Accrual Fraction
as of such Date of Determination. In no event, however, shall the
Total Benefit be less than the Minimum Benefit as of such Date of
Determination.
Section
4. Benefits .
(a)
Normal Retirement Benefit . If the Participant's
employment with the Employer is terminated for any reason (other
than as a result of his death) upon attaining Normal Retirement
Age, he shall be entitled to a normal retirement benefit. The
normal retirement benefit shall be equal to the difference, if any,
between (i) the Participant's Total Benefit, and (ii) the P
