FPL GROUP, INC. DEFERRED COMPENSATION PLAN

Exhibit 10(d)

FPL GROUP, INC.

DEFERRED COMPENSATION PLAN

Effective January 1, 2005

FPL GROUP, INC.
DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

FPL GROUP, INC.
DEFERRED COMPENSATION PLAN

THIS FPL GROUP, INC. DEFERRED COMPENSATION PLAN (the " Plan" ) effective as of January 1, 2005 (the " Effective Date" ), is a successor to the FPL Group, Inc. Deferred Compensation Plan effective as of January 1, 1995, as amended and restated effective January 1, 2003 (the " Prior Plan" ).

W I T N E S S E T H   T H A T:

WHEREAS, the officers and a select group of management or highly compensated employees of FPL Group, Inc. (the " Company" ) and its subsidiaries and affiliates (hereinafter collectively referred to as the " Employer" ) are entitled to compensation which results from or is attributable to their performance of services as officers and employees of the Employer and may be awarded bonuses and performance-related compensation pursuant to the Annual Incentive Plan, the FPL Group Long Term Incentive Plan 1985, the FPL Group, Inc. Long Term Incentive Plan 1994 and other incentive compensation plans ; and

WHEREAS, directors of the Company are entitled to fees which result from or are attributable to their performance of services as members of the Board of Directors (and committees thereof) of the Company ; and

WHEREAS, the Board of Directors of the Company adopted the Prior Plan in order to permit the officers, directors, and a select group of management or highly compensated employees of the Employer to elect to defer receipt of all or a portion of their base salary, annual incentives , incentive plan awards and/or directors' fees in accordance with the provisions of the Plan; and

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

WHEREAS, the Plan has been operated in compliance with Code Section 409A during the transition period beginning January 1, 2005 through December 31, 2008, in accordance with applicable regulatory guidance; and

WHEREAS, the Employer desires to continue to provide participants with an opportunity to make deferrals of certain amounts earned on or after January 1, 2005, 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 Employer intends that the Plan be considered an unfunded arrangement that is maintained primarily to provide deferred compensation to members of a select group of management or highly compensated employees of the Employer, for purposes of the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ) .

NOW, THEREFORE, the Company hereby freezes the Prior Plan as of December 31, 2004 and adopts the Plan effective as of January 1, 2005 for the exclusive benefit of participants and their beneficiaries on the following terms and conditions:

ARTICLE I

DEFINITIONS

The following terms when used herein shall have the designated meaning unless a different meaning is plainly required by the context in which the term is used:

1.01 " Account" or " Accounts" shall mean the account or accounts established and maintained for a Participant pursuant to Article III of the Plan. A Participant' s Account shall consist of the Participant' s Investment Account and Phantom Stock Account (including the Cash Account).

1.02 " 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.

1.03 "Award Agreement " shall mean an agreement executed between the Company and a Participant pursuant to the LTIP setting forth the terms and conditions applicable to such Participant' s LTIP Award.

1.04 " Base Salary" shall mean the base salary of a Participant paid by the Employer and generally designated as such , exclusive of Bonuses, LTIP Awards, Director's Fees or any other form of compensation which is not designated as Base Salary .

1.05 " Beneficiary Designation Form" shall mean the form or forms that may be approved by the Administrator from time to time for use by a Participant to designate a beneficiary or beneficiaries pursuant to Section 4.05.

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

1.07 " Bonus" shall mean any bonus that the Participant is awarded pursuant to the Annual Incentive Plan and such other payments awarded under such other incentive compensation plans that are designated by the Administrator as eligible for deferral under this Plan.

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 Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions (collectively, the "Excluded Acquisitions") shall not constitute a Change of Control (it being understood that shares acquired in an Excluded Acquisition may nevertheless be considered in determining whether any subsequent acquisition by such individual, entity or group (other than an Excluded Acquisition) constitutes a Change of Control): (i) any acquisition directly from the Company or any Subsidiary; (ii) any acquisition by the Company or any Subsidiary; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (iv) any acquisition by an underwriter temporarily holding Company securities pursuant to an offering of such securities; (v) any acquisition in connection with which, pursuant to Rule 13d-1 promulgated pursuant to the Exchange Act, the individual, entity or group is permitted to, and actually does, report its beneficial ownership on Schedule 13G (or any successor Schedule); provided that, if any such individual, entity or group subsequently becomes required to or does report its beneficial ownership on Schedule 13D (or any successor Schedule), then, for purposes of this paragraph, such individual, entity or group shall be deemed to have first acquired, on the first date on which such individual, entity or group becomes required to or does so report, beneficial ownership of all of the Outstanding Company Common Stock and/or Outstanding Company Voting Securities beneficially owned by it on such date; or (vi) any acquisition in connection with a Business Combination (as hereinafter defined) which, pursuant to subsection ( 3 ) below, does not constitute a Change of Control; or

( b ) Individuals who, as of the Restated Effective Date, 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 such date whose election, or nomination for election by the Company'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 election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or group other than the Board; or

(c ) Consummation of a reorganization, merger, consolidation or other business combination (any of the foregoing, a "Business Combination") of the Company or any Subsidiary with any other corporation, in any case with respect to which:

• • • • (i) the Outstanding Company Voting Securities outstanding immediately prior to such Business Combination do not, immediately following such Business Combination, continue to represent (either by remaining outstanding or being converted into voting securities of the resulting or surviving entity or any ultimate parent thereof) more than 60 % of the outstanding common stock and of the then outstanding voting securities entitled to vote generally in the election of directors of the resulting or surviving entity (or any ultimate parent thereof); or

        (ii) less than a majority of the members of the board of directors of the resulting or surviving entity (or any ultimate parent thereof) in such Business Combination (the "New Board") consists of individuals ("Continuing Directors") who were members of the Incumbent Board (as defined in subsection ( 2 ) above) immediately prior to consummation of such Business Combination (excluding from Continuing Directors for this purpose, however, any individual whose election or appointment to the Board was at the request, directly or indirectly, of the entity which entered into the definitive agreement with the Company or any Subsidiary providing for such Business Combination); or

        (iii) in the case of a Business Combination with an unaffiliated third party as a result of which at least a majority of the New Board will initially consist of Continuing Directors, the Board determines, prior to such approval by shareholders, that there does not exist a reasonable assurance that, for at least a two-year period following consummation of such Business Combination, at least a majority of the members of the New Board will continue to consist of Continuing Directors and individuals whose election, or nomination for election by shareholders of the resulting or surviving entity (or any ultimate parent thereof) in such Business Combination, would be approved by a vote of at least a majority of the Continuing Directors and individuals whose election or nomination for election has previously been so approved;

        provided, however, that prior to any such approval by shareholders, the Board may determine, in its sole discretion, that under the particular facts and circumstances, a Change of Control shall not occur until the consummation of such Business Combination; or

(d) (i) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company or (ii) consummation of a sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect to which, following such sale or other disposition, more than 60 % 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 ; provided, however, that prior to any such approval by shareholders, the Board may determine, in its sole discretion, that under the particular facts and circumstances, a Change of Control shall not occur until the consummation of such sale or other disposition .

The term "the sale or disposition by the Company of all or substantially all of the assets of the Company" shall mean a sale or other disposition transaction or series of related transactions involving assets of the Company or of any Subsidiary (including the stock of any Subsidiary) 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 the Company (as hereinafter defined). The "fair market value of the Company" shall be the aggregate market value of the then Outstanding Company Common Stock (on a fully diluted basis) plus the aggregate market value of the Company'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 the Company 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 Administrator in accordance with Code Section 409A and the regulations thereunder.

1.10 "Code " shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.11 "Committee " shall mean a committee composed of not less than two directors designated by the Board to administer the Plan; provided, however, that each member of the Committee shall be a "Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act, an "outside director" within the meaning of Code Section 162(m)(4)(c)(i) and the regulations thereunder, and an "independent director" within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual (or, in each case, any successor term or provision). The Committee may, without limitation, be the Compensation Committee of the Board or a subcommittee thereof, if such committee or subcommittee satisfies the foregoing requirements.

1.12 " Common Stock" shall mean the common stock, $.01 par value per share, of the Company , or such other securities of the Company as may be substituted for Common Stock or such other securities in the event of the occurrence of any of the events set forth in Section 3.02(b)(2)(iv) .

1.13 " Company" shall mean FPL Group, Inc.

1.14 "Compensation " shall mean Base Salary, Bonus, LTIP Award or other compensation approved for deferral by the Committee.

1.15 "Deferral Election Form " shall mean the form or forms that may be approved by the Administrator from time to time for use by a Participant to elect to defer Compensation or Director's Fees under the Plan, subject to the applicable limitations contained in the Plan.

1.16 "Director's Fees " shall mean the fees of a Participant which result from or are attributable to the performance of services by such Participant as a member of the Board of Directors (or committee thereof) of the Company, whether payable in cash or in equity.

1.17 "Disability " shall mean: (a) the inability 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) the receipt of income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer 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; 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.

1.18 " Distribution Election Form" shall mean the form or forms that may be approved by the Administrator from time to time for use by a Participant to elect a Distribution Starting Date and payment schedule pursuant to Section 4.01.

1.19 " Distribution Starting Date" shall mean:

(a) subject to subsection 1.19(b) below, (i) the first day of the first Plan Year or (ii) the first day of the first month following the earliest of the Participant's death, Disability, or other separation from service (within the meaning of Treas. Reg. Section 1.409A-1(h)) from the Employer, as elected by the Participant during the applicable Election Period; or

(b) if the event triggering the Distribution Starting Date is the Participant's separation from service (within the meaning of Treas. Reg. Section 1.409A-1(h)), and the Participant is a specified employee (within the meaning of Treas. Reg. 1.409A-1(i)) on the date of such separation from service, notwithstanding subsection 1.19(a) above, the Distribution Starting Date shall not be earlier than the first day of the seventh month following such Participant's separation from service (within the meaning of Treas. Reg. Section 1.409A-1(h)).

1.20 " Election Period" shall mean :

(a) with respect to a Participant, the period established by the Administrator during which a Participant may deliver a Deferral Election Form to the Administrator ; provided that an Election Period with respect to any Compensation will occur during the calendar year prior to the year (i) such Compensation is earned, in the case of Compensation that is earned and payable within a single calendar year and (ii) the Participant obtains a legal right to such Compensation (within the meaning of Code Section 409A), in the case of Compensation (including but not limited to an LTIP Award) to which the Participant obtains a legal right in one calendar year but which does not become vested and payable until a subsequent calendar year;

(b) with respect to the first year during which a Participant becomes eligible to participate in the Plan ("Newly Eligible Participant"), Election Period shall mean the period ending thirty (30) days after the date such Newly Eligible Participant becomes eligible to participate in the Plan; provided that such election shall apply solely to Compensation earned and paid to such Newly Eligible Participant (in the case of Compensation described in Section 1.20(a)(i)) to which the Newly Eligible Participant first obtains a legal right (in the case of Compensation described in Section 1.20(a)(ii) for services performed after the election. With respect to a Bonus to be earned by such Newly Eligible Participant, the Election Period may occur after commencement of the performance period to which such Bonus relates, however, such election shall apply only to Compensation earned after the election on a pro rata basis equal to the amount of the Bonus multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.

(c) solely with respect to performance-based compensation for the 2008 performance period otherwise payable in 2009, the period that is six months before the end of the performance period, provided that the Participant is an Employee as of the later of the beginning of the performance period or the date the performance criteria are established, and further provided that such period ends before the performance-based compensation is readily ascertainable.

1.21 " Employee" shall mean an employee of the Employer with a Base Salary of at least one hundred and fifty thousand dollars ($150,000) , provided that such individual is among a select group of management or highly compensated employees within the meaning of ERISA Section 201(2).

1.22 " Employer" shall mean the Company and its subsidiaries and affiliates.

1.23 " ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended .

1.24 " Exchange Act" shall mean the Securities Exchange Act of 1934, as amended .

1.25 " Investment Account" shall mean a bookkeeping account established and maintained for a Participant pursuant to Sections 3.02(a) and 3.02 (b)(1).

1.26 " Investment Election Form" shall mean the form or forms that may be approved by the Administrator from time to time for use by a Participant to allocate deferred compensation , and to the extent allocated to the Participant' s Investment Account, Director' s Fees, among the investment funds selected by the Company pursuant to Section 3.02(b)(1)(ii) and/or 3.02(b)(1)(iii), as applicable.

1.27 "LTIP " shall mean the Amended and Restated FPL Group, Inc. Long Term Incentive Plan, the FPL Group, Inc. Long Term Incentive Plan 1994 or the FPL Group, Inc. Long Term Incentive Plan 1985, as applicable. .

1.28 " LTIP Award" shall mean an award granted pursuant to the terms of the LTIP, other than (a) an award of restricted stock or other equity which is actually issued in the name of the Participant on the date of grant, unless otherwise specifically approved by the Committee and (b) any award of a stock option, stock appreciation right or other equity, derivative or equity-linked instrument, however denominated, the value of which is derived exclusively from appreciation in the value of shares of Common Stock above the Market Value Per Share (or higher value specified in the terms of the award) that occurs after the date of the award.

1.29 " Market Value Per Share" shall mean the closing sales price on the relevant date for shares of Common Stock as reported in the Composite Transactions Index of the New York Stock Exchange on such date. If such date is not a trading day or no sales occur on such date, the " Market Value Per Share" means the closing price on the nearest trading date before the valuation date.

1.30 " Non-Employee Director " shall mean a member of the Board who is not an employee of the Company or any of its subsidiaries or affiliates.

1.31 " Officer" shall mean an elected or appointed officer of the Employer, provided that such individual is among a select group of management or highly compensated employees within the meaning of ERISA Section 201(2).

1.32 " Participant" shall mean a Non-Employee Director, Officer or Employee who is eligible to participate in the Plan and has elected to defer Compensation and/or Director' s Fees, as provided in Section 3.01.

1.33 " Phantom Stock Account" shall mean an account established and maintained for a Participant pursuant to Sections 3.02(a) and 3.02(b)(2).

1.34 " Phantom Shares" shall mean hypothetical shares of Common Stock.

1.35 " Plan" shall mean this FPL Group, Inc. Deferred Compensation Plan, as amended from time to time.

1.36 " Plan Year" shall mean the calendar year.

1.37 " Section 16 Committee" shall mean the committee of the Board established for the purposes of approving certain matters relating to Section 16 Reporting Persons .

1.38 " Section 16 Reporting Person" shall mean any (a) director of the Company or (b) officer of the Employer designated by the Board to be an " executive officer" for purposes of Section 16(a) of the Exchange Act .

1.39 "Service Recipient" means 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