FPL GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10(b)

FPL GROUP, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Amended and Restated
Effective January 1, 2005

FPL GROUP, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

FPL GROUP, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIS FPL GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the "Plan") is adopted by the Compensation Committee of the Board of Directors (" Compensation Committee ") and the Board of Directors of FPL Group, Inc. (the "Company" or "Group") on this 12th day of December, 2008, effective as of January 1, 2005 (the " Effective Date" ).

W I T N E S S E T H T H A T:

WHEREAS, on December 12, 1988 the Company adopted the FPL Group, Inc. Supplemental Executive Retirement Plan (the "Original Plan" ) effective as of January 1, 1986 (the "Original Effective Date" ) for the exclusive benefit of a select group of management and highly compensated employees to provide retirement benefits in addition to those benefits available under the qualified pension and 401(k) plans established and maintained by the Company ; and

WHEREAS, the Benefit Restoration Plan of FPL Group, Inc. and Affiliates was merged into the Original Plan effective as of January 1, 1994 pursuant to the amendment and restatement of the Original Plan; and

WHEREAS, the Original Plan was restated effective April 1, 1997, when the Company changed the benefit formula under its qualified defined benefit pension plan from a unit credit formula to a cash balance formula (the "Prior Plan") ; and

WHEREAS, the Prior Plan was frozen and no new benefits were earned after December 31, 2004, in order that the Prior Plan qualify as a grandfathered plan in compliance with Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS, the Company desires to preserve the material terms of the Prior Plan in effect on December 31, 2004 (the "Grandfathered Plan") in order that the Grandfathered Plan qualify as a grandfathered plan under Code Section 409A; and

WHEREAS, the Company desires to provide participants with supplemental executive retirement benefits on and after January 1, 2005 under the Plan, consistent inter alia , with the provisions of Code Section 409A but otherwise on substantially the same terms and conditions in effect on December 31, 2004; and

WHEREAS, the Company has been authorized by the Compensation Committee to amend and restate the Plan;

NOW, THEREFORE, the Grandfathered Plan is hereby frozen, no new benefits will be earned under the Grandfathered Plan after December 31, 2004, and the Company hereby amends and restates the Plan effective as of January 1, 2005 in its entirety on the following terms and conditions:

ARTICLE I
DEFINITIONS

The following terms when used herein shall have the meaning indicated, unless the context indicates otherwise:

1.01 "Administrator " shall mean an officer or officers of the Employer designated by the Company to administer the Plan or, until the Company otherwise designates such an officer or officers, the Executive Vice President, Human Resources (or other most senior Human Resources officer of the Company, however designated) of the Company.

1.02 "Affiliated Company " shall mean any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Code Section 414(o).

1.03 "Alternate Payee " shall have the meaning set forth in Section 3.07.

1.04 "Base Compensation " shall mean Base Compensation (as defined in the Pension Plan) and Monthly Base Pay (as defined in the Prior Pension Plan) with respect to the Supplemental Pension Benefit described in Subsection 3.01(b), and Earnings (as defined in the Retirement Savings Plan) with respect to the Supplemental Matching Contributions described in Subsection 3.01(c)(1), plus, to the extent not otherwise included, (i) any salary deferred at any time under the FPL Group, Inc. Deferred Compensation Plan (or its successor) , and (ii) any amounts contributed by the Employer pursuant to a salary reduction agreement which are not includible in the gross income of the Participant under Code Sections 125, 402(e)(3), or 402(h). The term " Base Compensation" shall not include : (a) amounts received as fringe benefits irrespective of the includibility of such amounts on the Participant's Form W-2 (other than salary reduction contributions described in clause (ii) above), (b) amounts received under the FPL Group, Inc. Long-Term Incentive Plan (or its successor), and (c) bonuses awarded under the Annual Incentive Plan or any other annual incentive plan maintained by the Employer (whether or not such bonuses were deferred under the FPL Group, Inc. Deferred Compensation Plan).

1.05 " Beneficiary" shall mean the Beneficiary designated under the applicable Retirement Plan with respect to which benefits hereunder are paid, except that the Participant may designate a Beneficiary hereunder by delivering to the Employer a written designation of Beneficiary specifically made with respect to this Plan.

1.06 " Board" shall mean the Board of Directors of the Company .

1.07 " Bonus Compensation" shall mean Base Compensation, plus any bonuses awarded under the Annual Incentive Plan , the Executive Annual Incentive Plan, or any other annual incentive plan maintained by the Employer (whether or not such bonuses were deferred under the FPL Group, Inc. Deferred Compensation Plan (or its successor) ).

1.08 "Change of Control " shall mean:

• • (a) 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 (i) the then outstanding shares of common stock of Group (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of Group entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition by Group or any of its subsidiaries, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Group or any of its subsidiaries or (iii) any acquisition by any corporation with respect to which, following such acquisition, more than 75% 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 acquisition in substantially the same proportions as their ownership, immediately prior to such acquisition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or

    (b) 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 Group'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 solicitation to which Rule 14a-11 of Regulation 14A promulgated under the Exchange Act applies or other actual or threatened solicitation of proxies or consents; or

    (c) Consummation of a Group reorganization, merger or consolidation, in each case, with respect to which 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 reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 75% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or

    (d) (i) Approval by the shareholders of Group of a complete liquidation or dissolution of Group or (ii) consummation of the sale or other disposition of all or substantially all of the assets of Group, other than to a corporation, with respect to which following such sale or other disposition, more than 75% 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.

    The term "the sale or disposition by Group of all or substantially all of the assets of Group" shall mean a sale or other disposition transaction or series of related transactions involving assets of Group or of any direct or indirect subsidiary of Group (including the stock of any direct or indirect subsidiary of Group) 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 Group (as hereinafter defined). The "fair market value of Group" shall be the aggregate market value of the then Outstanding Company Common Stock (on a fully diluted basis) plus the aggregate market value of Group'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 Group 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.

1.09 "Change of Control Event " shall mean, with respect to a Participant, a Change of Control that also constitutes: (a) a change in ownership of the Participant's Service Recipient; (b) a change in effective control of the Participant's Service Recipient; or (c) a change in the ownership of a substantial portion of the assets of the Participant's Service Recipient. The existence of a Change of Control Event shall be determined by the Committee in accordance with Code Section 409A and the regulations thereunder.

1.10 "Class A Executive " shall mean an Employee who is designated for purposes of this Plan as such by the Committee.

1.11 "Code " shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and the rules and regulations promulgated thereunder.

1.12 " Committee" shall mean the Compensation Committee of the Board or any such other committee designated by the Board, which shall consist of at least three members of the Board each of whom are not employees of the Company or any of its subsidiaries.

1.13 "Company " shall mean FPL Group, Inc.

1.14 "Corporate Officer " shall have the meaning set forth in Section 5.01(a).

1.15 "Disability " shall mean the condition whereby a Participant is: (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer; or (c) any condition as a result of which a Participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

1.16 "Domestic Relations Order " shall have the meaning set forth in Section 3.07.

1.17 " Effective Date" shall mean January 1, 2005.

1.18 " Employee" shall mean the President, Chairman, Chief Financial Officer, General Counsel, Treasurer, any Executive Vice President, any Senior Vice President, any Vice President of the Company, and any officer of Florida Power & Light Company or FPL Energy, LLC or any of their respective subsidiaries that is a Vice President or more senior.

In addition, the Vice President of Human Resources of the Company ("HR Officer" ) may select any other management or highly compensated employee of an Employer (other than executive officers) as an " Employee ." Any such individual shall be added to Appendix A of the Plan. The HR Officer may in his discretion determine that a management or highly compensated employee previously selected by him as an Employee shall no longer be eligible to actively participate in the Plan until such time as such individual is again selected to participate by the HR Officer or otherwise becomes an " Employee" as a result of satisfying the eligibility condition described in the preceding paragraph. In this event, the Participant 's Supplemental Pension Benefit (as described in Section 3.01(b)) shall be frozen (except for interest credits) , and no additional Supplemental Matching Contributions (as described in Section 3.01(c)(1)) shall be credited to his Supplemental Matching Contribution Account (as described in Section 3.01(c)), however, such account shall continue to be credited with theoretical earnings (as described in Section 3.01(c)(2)) until such account is distributed.

1.19 "Employer " shall mean the Company and any Affiliated Company (except an Affiliated Company that is specifically designated by a Corporate Officer as not being eligible to participate in the Plan).

1.20 "ERISA" shall mean the Employer Retirement Income Security Act of 1974, as it may be amended from time to time, and the rules and regulations promulgated thereunder.

1.21 "Grandfathered Benefit " shall mean: (a) with respect to any Participant, the balance credited to the Participant's Supplemental Matching Contribution Account at December 31, 2004 ; (b) with respect to any person who was a Participant immediately prior to April 1, 1997 and on April 1, 1997, such person's Supplemental Pension Benefit calculated under the first paragraph of Section 3.01(b) as if such person had terminated employment immediately on December 31, 2004 or on his actual date of termination, whichever is earlier; and (c) with respect to any person who was not a Participant immediately prior to and on April 1, 1997, such person's Supplemental Pension Benefit calculated under the second paragraph of Section 3.01(b) as if such person had terminated employment immediately on December 31, 2004 or on his actual date of termination, whichever is earlier. To the extent that a Participant's Grandfathered Benefit includes a supplemental unit credit accrued benefit, such benefit includes benefits rights and features applicable as of December 31, 2004 (plus subsequent interest credits on such balance based on the discount rate applicable under the Pension Plan as of December 31, 2004 (5.31%)). To the extent that a Participant's Grandfathered Benefit includes a supplemental cash balance account benefit, such benefit includes the cash balance account balance at December 31, 2004 plus subsequent interest credits on such balance based on the interest credit provisions applicable under the Pension Plan as of December 31, 2004 (4.0%) and also includes benefits, rights and features applicable as of December 31, 2004. The determination of a Participant's Grandfathered Benefit, if any, shall be made by the Committee in such manner as shall be necessary to conform to the requirements for grandfathered benefits under Section 409A of the Code and regulations thereunder.

1.22 "Original Effective Date " shall mean January 1, 1986, the effective date of the Plan as originally adopted.

1.23 " Participant" shall mean an Employee who satisfies the requirements for participation in the Plan in accordance with Section 2.01.

1.24 " Pension Plan" shall mean the FPL Group Employee Pension Plan, as it may be amended from time to time.

1.25 " Plan" shall mean the plan as set forth in this document , as it may be amended from time to time. This Plan shall be known as the FPL Group, Inc. Supplemental Executive Retirement Plan.

1.26 " Prior Pension Plan" shall mean the FPL Group Employee Pension Plan as in effect immediately prior to its amendment and restatement on April 1, 1997.

1.27 " Retirement Plans " shall mean the Pension Plan and the Retirement Savings Plan.

1.28 "Retirement Savings Plan" shall mean the FPL Group Employee Retirement Savings Plan, as it may be amended from time to time.

1.29 "Separation from Service " shall have the meaning set forth in Treasury Regulation 1.409A-1(h) for any reason other than a transfer between Employers.

1.30 "Service Recipient " shall mean with respect to a Participant on any date: (a) the corporation or non-corporate entity for which the Participant is performing services on such date; (b) all corporations or non-corporate entities that are liable to the Participant for the benefits due to him under the Plan; (c) a corporation or non-corporate entity that is a majority shareholder of a corporation or non-corporate entity described in (a) or (b) above; or (d) any corporation or non-corporate entity in a chain of corporations or non-corporate entities each of which is a majority shareholder of another corporation or non-corporate entity in the chain, ending in a corporation or non-corporate entity described in (a) or (b) above.

1.31 "Specified Employee " shall have the meaning described in Code Section 409A(9)(2)(B) and under the definition approved by the Committee.

1.32 "Supplement " shall have the meaning described in Section 5.03.

1.33 "Supplemental Matching Contribution " shall have the meaning set forth in Section 3.01(c)(1).

1.34 "Supplemental Matching Contribution Account " shall mean the account described in Section 3.01(c).

1.35 "Supplemental Pension Benefit " shall have the meaning set forth in Section 3.01(b).

1.36 "Vesting Years of Service " shall mean all periods beginning on the Employee's employment date with the Employer and ending on the date that the Employee terminates such employment with the Employer. Notwithstanding the foregoing, however, a Participant's years of service with a non-participating Affiliated Company shall be included for purposes of calculating the Participant's Vesting Years of Service.

ARTICLE II
ELIGIBILITY

2.01 Eligibility for Participation - An Employee shall become a Participant as follows:

• • (a) An individual listed on Appendix A shall remain a Participant hereunder (subject to the Company's decision to remove such individual as a Participant going forward) ; and

    (b) Any other Employee who qualifies for a benefit under any of the Retirement Plans shall be a Participant in the Plan ; , provided such Employee is among a select group of management or highly compensated employees within the meaning of Section 201(2) of ERISA and the Company designates that Employee for continued accrual of benefits under the Plan .

2.02 Terminated Employ