PERFORMANCE SHARE AWARD AGREEMENT

This Performance Share Award Agreement ("Agreement") between FPL Group, Inc. (hereinafter called the "Company") and ___________________ (hereinafter called the "Participant") is dated ______ ___, 20___.

1.            Grant of Performance Share Award - The Company hereby grants to the Participant a Performance Share Award ("Award") which confers upon the Participant the right to receive a number of shares ("Performance Shares") of the Company's common stock, par value $.01 per share ("Common Stock"), determined as set forth in section 2, below. The Participant's right to receive the Performance Shares shall be subject to the terms and conditions set forth in this Agreement and in the Company's Amended and Restated Long Term Incentive Plan, as amended from time to time (the "Plan").  The performance period for which this Award is granted is the period beginning on January 1, 2009 and ending on December 31, 2011 (such period hereinafter referred to as the "Performance Period").

The "Target" number of Performance Shares granted to the Participant for the Performance Period is __________.

2.            Payment of Performance Share Award – (a) Payment of the Award shall be conditioned upon (i) the achievement of annual performance targets established by the Compensation Committee of the Board (or such other committee designated to administer the Plan, including, for participants who are not executive officers, a committee to whom administration has been delegated under the Plan (the "Committee")) for the Participant under the FPL Group, Inc. Amended and Restated Executive Annual Incentive Plan (or any successor annual incentive plan, hereinafter the "Annual Incentive Plan") for each of the three calendar years of the Performance Period, (ii) certification of such achievement for each year in the Performance Period by the Committee and (iii) Committee approval of the number of shares to be paid to the Participant.  Subject to the provisions of the Plan, the Participant shall have the right to payment of that percentage of the Participant's Target number of Performance Shares set forth in section 1 hereof which is equal to the average of the Participant's percentage achievement under the Annual Incentive Plan for each year in the Performance Period, but in no event more than 160% of such Target number of Performance Shares. In addition, the maximum number of shares of Common Stock which a Participant may receive in any year under this Agreement and pursuant to all other stock-based Awards which are also subject to performance criteria is 250,000 shares of Common Stock.  The Committee has the discretion to reduce the payout, but not to increase it.

(b) Notwithstanding the foregoing or the provisions of section 4 hereof, if (i) the Participant is a party to an Executive Retention Employment Agreement with the Company ("Retention Agreement") and has not waived his or her rights, either entirely or in pertinent part, under such Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement as in effect on the date hereof) has occurred and the Employment Period (as defined in the Retention Agreement as in effect on the date hereof) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement (as in effect on the date hereof) then, so long as the Participant is then employed by the Company or one of its subsidiaries or affiliates:

(1)           one-half (1/2) of the Performance Shares shall vest upon a Change of Control (as defined in the Retention Agreement as in effect on the date hereof) and shall be payable as soon as practicable thereafter (but in all cases within thirty days of the Change of Control) earned at a deemed achievement level equal to the higher of (x) the Target number of shares of Common Stock set forth in this Agreement or (y) the average level (expressed as a percentage of the Target number of shares of Common Stock set forth in this Agreement) of achievement in respect of similar performance stock-based awards which matured over the three fiscal years immediately preceding the year in which the Change of Control occurred; and

(2)           the other one-half (1/2) of the Performance Shares (earned at a deemed achievement level calculated as set forth in subsection (1), above) shall vest on the earlier of (i) the date which is one year after the date on which the Change of Control occurs, if the Participant is then employed by the Company or its successor, payable as soon as practicable thereafter, or (ii) the date on which the Participant's employment with the Company or its successor terminates, payable as soon as practicable thereafter (but in all cases no later than the 15 ^th day of the third month following the end of the first taxable year in which the right to such payment arises).

(c) Notwithstanding the provisions of sections 2(a) and 4 hereof, if the Participant is not a party to a Retention Agreement, the rights of the Participant upon a Change of Control (as defined in the Plan) shall be as set forth in section 9 of the Plan on the date hereof.

(d) If, as a result of a Change of Control, the Common Stock is exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), payment in respect of the Performance Shares shall, to the maximum extent practicable, be made in the same form.

3.            Payment of Award - Awards shall be payable in shares of Common Stock.  Upon delivery of Performance Shares to the Participant, the Company shall have the right to withhold from any such distribution, in order to meet the Company's obligations for the payment of withholding taxes, shares of Common Stock with a Fair Market Value (as defined in the Plan) equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution.  For the purpose of this Agreement, the date of determination of Fair Market Value shall be the date as of which the Participant's rights to payments under this Award are determined by the Committee in accordance with section 2 hereof.

Delivery of Performance Shares shall occur as soon as administratively practicable following the Committee's determination of the Participant's right to such delivery.

4.            Termination of Employment – Except as otherwise set forth herein, in the event the Participant terminates employment with the Company during the Performance Period, the Participant's right to payment of the Award shall be determined as follows: