FPL GROUP, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN DEFERRED STOCK AWARD

AGREEMENT, dated as of August 17, 2009, between FPL Group, Inc. (hereinafter called the "Company") and Moray P. Dewhurst (hereinafter called the "Participant").

1.            Grant of Deferred Stock Award .   The Company hereby grants to the Participant as of August 17, 2009 (the “Effective Date”), a Deferred Stock Award (the “Deferred Stock Award”) consisting of 25,219 shares of common stock of the Company, par value $.01 per share (“Common Stock”), which shares shall be subject to the restrictions noted below. The number of shares of Common Stock comprising the Deferred Stock Award from time to time shall be referred to in this Agreement as the "Deferred Stock."  The Deferred Stock, together with any dividends or other earnings or proceeds derived therefrom, shall be referred to in this Agreement as the "Deferred Stock Award."

2.            Issuance of Shares .    Subject to the limitations and other terms and conditions set forth in this Agreement and the Company's Amended and Restated Long-Term Incentive Plan, as amended from time to time (the "Plan"), on, or within thirty (30) days following, the last day of the Deferral Period the Company shall issue, in the manner and from the Common Stock authorized under the Plan, the Deferred Stock.  The Participant's rights under this Agreement shall be the same as those of other general, unsecured creditors of the Company.

            3.             Dividends and Other Income.    In the event a dividend is payable on Common Stock in additional shares of Common Stock, an amount denominated in shares of Common Stock equal to such dividend shall, as of the ex dividend date for such dividend, become part of the Deferred Stock Award for all purposes of this Agreement.  In the event a dividend on Common Stock is payable in property other than cash or Common Stock, an amount equal to such dividend shall, as of the ex dividend date for such dividend, become part of the Deferred Stock Award for all purposes of this Agreement, unless the committee constituted for purposes of section 2.08 of the Plan (the “LTIP Committee”) directs that such property be deemed to be reinvested in additional shares of Common Stock.  In the event a dividend on Common Stock is payable in cash, such dividend shall, as of the ex dividend date for such dividend, become part of the Deferred Stock Award for all purposes of this Agreement.  Unless the LTIP Committee directs otherwise, cash dividends paid with respect to Deferred Stock and any property comprising the Deferred Stock Award shall be deemed to be applied to the purchase of additional shares of Common Stock:

(a)           as soon as practicable after the ex dividend date , to the extent the Participant is not then a reporting person under, or such application may then be made in reliance on exemption from the reporting requirements of, section 16(a) of the Securities Exchange Act of 1934, as amended ("the "Exchange Act"); and

(b)           in all other cases, on the second business day after the Company releases its financial results for its most recently completed fiscal year.

4.             Voting and other Shareholders' Rights. Unless otherwise determined by the LTIP Committee, the Participants shall have no rights appurtenant to the Deferred Stock Award, including but not limited to voting rights, responses to tender offers and exchange offers, election of consideration in business combination transactions, and dissent and appraisal rights.

5.           Deferral Period.

(a)               The Common Stock shall not be distributed or distributable to the Participant in satisfaction of the Deferred Stock Award prior to the end of a deferral period which shall begin on the Effective Date and end on:

(i)           January 1st of the calendar year following the calendar year in which the Participant experiences a Termination of Service; or

(ii)           if later and the Participant is a "specified employee" (within the meaning of section 409A of the Code and the regulations thereunder), the date which is six (6) months after the Participant's Termination of Service

 (the "Deferral  Period").  For purposes of this Agreement the term "Termination of Service" shall have the meaning assigned to it under section 409A of the Code and the regulations promulgated thereunder.

(b)           On or within ten (10) days following the last day of the Deferral Period, the Vested Portion of the Deferred Stock Award (as determined in accordance with section 6 of this Agreement) shall be distributed to the Participant (or in the event of the Participant's death, to his beneficiary determined in accordance with the terms of this Agreement).  To the extent the Deferred Stock Award is deemed to consist of shares of Common Stock, distribution shall be made in kind.   To the extent the Deferred Stock Award is deemed to consist of property other than cash or Common Stock, distribution shall be made in cash unless the LTIP Committee directs otherwise. If the Deferred Stock Award consists of cash or other property in addition to Deferred Stock, the distribution shall be applied proportionately to each asset included in the Deferred Stock Award, unless the LTIP Committee determines otherwise.

6.           Vesting.

(a)           In General.  Except as otherwise provided in this section 6, the Vested Portion of the Deferred Stock Award shall be (i) 0%, if the Participant's Termination of Employment occurs prior to June 15, 2012; (ii) 50%, if the Participant's Termination of Employment occurs after June 14, 2012 and prior to June 15, 2017; and (ii) 100%, if the Participant's Termination of Employment occurs on or after June 15, 2017.  For all purposes of this Agreement, unless otherwise determined by the LTIP Committee, the Participant's Termination of Employment will occur on the date on which he ceases to perform any services for the Company or an affiliated entity for which he receives compensation that is reportable on IRS Form W-2 for federal income tax purposes.

(b)           Vesting due to the Death or Disability of the Participant.   If the Participant's Termination of Employment results from the Participant's death or Disability, the Vested Portion of the Deferred Stock Award shall be the greater of the (i) percentage determined under section 6(a) of this Agreement or (ii) the percentage determined under the following table:

Disability shall be considered to exist at the Participant's Termination of Employment if, on such date, the Participant is suffering from a medical condition which qualifies him (or would, upon completion of any applicable waiting or elimination period, qualify him) for benefits under the FPL Group Long Term Disability Plan for Executives as in effect on the date of this Agreement.

(c)           Vesting Due to a Change of Control .    In the event of a Change of Control, followed by the Participant's Involuntary Discharge without Cause or Resignation with Good Reason, the Vested Portion of the Deferred Stock Award shall be the greater of the (i) percentage determined under section 6(a) of this Agreement or (ii) the percentage determined under the following table:

For purposes of this section 6(c), the terms "Change of Control", "Involuntary Discharge without Cause" and "Resignation with Good Reason" shall have the meanin