EXHIBIT 10(b)
SUPPLEMENT
TO THE
FPL GROUP, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS IT APPLIES TO
KENNETH R. WERNEBURG
1. Introduction. Section 5.03 of the FPL Group, Inc. Supplemental
Executive Retirement Plan as amended and restated effective
January 1, 1994 (the "Plan") authorizes the Committee and the
Employer to adopt supplements that modify or add to the terms of
the Plan. Pursuant to this authority the Committee adopts this
supplement (the "Supplement"), which is incorporated by this
reference and forms a part of the Plan.
2. Applicability of This Supplement. The provisions of this Supplement
shall only apply to Kenneth R. Werneburg (the "Participant").
3. Definitions. All of the capitalized terms used in this Supplement
shall have the meanings assigned to them in the Plan, unless
explicitly defined in this Supplement. The following words, when
used in the Supplement, shall have the following meanings:
(a) "Adjusted Years of Service" shall mean the sum of:
(i) Years of Service completed as of January 2, 2007,
multiplied by two (2), and
(ii) Years of Service, if any, credited after such date.
(b) "Participant" shall mean Kenneth R. Werneburg.
(c) "Supplemental SERP Benefit" shall mean the benefit described
in Section 4 hereof.
(d) "Supplement" shall mean the supplement as set forth in this
document as it may be amended from time to time.
4. Benefits. To the extent vested (as described in Section 5 hereof),
the benefits to be provided under this Supplement to which the
Participant shall be entitled shall be the Supplemental SERP Benefit.
The "Supplemental SERP Benefit" shall be the difference, if any,
between (a) and (b), where:
(a) is the benefit to which the Participant would be entitled under
the Pension Plan, expressed in the normal form of benefit, if
such benefit was computed (i) as if benefits under such plan
were based upon the Participant's Bonus Compensation and
Adjusted Years of Service, (ii) without the annual compensation
limitation imposed by Section 401 (a)(17) of the Code, and (iii)
without the restrictions or the limitations imposed by Sections
415(b) or 415(e) of the Code; and
(b) is the sum of the benefits payable to the Participant under the
Pension Plan and the Plan, both expressed in the normal form
of benefit.
As between the Plan and this Supplement, there shall be no
duplication of benefits.
5. Vesting of Benefits. The benefits to be provided under this
Supplement shall vest in accordance with Section 3.02 of the Plan.
6. Right to Amend or Terminate this Supplement. The powers
reserved to the Committee with respect to amendment and
termination of the Plan (i.e., Article V of the Plan) shall apply with
equal force to this Supplement.
7. Effective Date. This Supplement shall be adopted effective as of
January 2, 1997.
IN WITNESS WHEREOF, the Committee has caused this instrument
to be executed this 17th day of February, 1997 by their duly authorized
officers, effective as of date and year described above.
FPL GROUP, INC.
By: LAWRENCE J. KELLEHER
Lawrence J. Kelleher
Vice President, Human Resources
SUPPLEMENT
TO THE
FPL GROUP, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS IT APPLIES TO
KENNETH R. WERNEBURG
1. Introduction. Section 5.03 of the FPL Group, Inc. Supplemental
Executive Retirement Plan as amended and restated effective
January 1, 1994 (the "Plan") authorizes the Committee and the
Employer to adopt supplements that modify or add to the terms of
the Plan. Pursuant to this authority the Committee adopts this
supplement (the "Supplement"), which is incorporated by this
reference and forms a part of the Plan.
2. Applicability of This Supplement. The provisions of this Supplement
shall only apply to Kenneth R. Werneburg (the "Participant").
3. Definitions. All of the capitalized terms used in this Supplement
shall have the meanings assigned to them in the Plan, unless
explicitly defined in this Supplement. The following words, when
used in the Supplement, shall have the following meanings:
(a) "Adjusted Years of Service" shall mean the sum of:
(i) Years of Service completed as of January 2, 2007,
multiplied by two (2), and
(ii) Years of Service, if any, credited after such date.
(b) "Participant" shall mean Kenneth R. Werneburg.
(c) "Supplemental SERP Benefit" shall mean the benefit described
in Section 4 hereof.
(d) "Supplement" shall mean the supplement as set forth in this
document as it may be amended from time to time.
4. Benefits. To the extent vested (as described in Section 5 hereof),
the benefits to be provided under this Supplement to which the
Participant shall be entitled shall be the Supplemental SERP Benefit.
The "Supplemental SERP Benefit" shall be the difference, if any,
between (a) and (b), where:
(a) is the benefit to which the Participant would be entitled under
the Pension Plan, expressed in the normal form of benefit, if
such benefit was computed (i) as if benefits under such plan
were based upon the Participant's Bonus Compensation and
Adjusted Years of Service, (ii) without the annual compensation
limitation imposed by Section 401 (a)(17) of the Code, and (iii)
without the restrictions or the limitations imposed by Sections
415(b) or 415(e) of the Code; and
(b) is the sum of the benefits payable to the Participant under the
Pension Plan and the Plan, both expressed in the normal form
of benefit.
As between the Plan and this Supplement, there shall be no
duplication of benefits.
5. Vesting of Benefits. The benefits to be provided under this
Supplement shall vest in accordance with Section 3.02 of the Plan.
6. Right to Amend or Terminate this Supplement. The powers
reserved to the Committee with respect to amendment and
termination of the Plan (i.e., Article V of the Plan) shall apply with
equal force to this Supplement.
7. Effective Date. This Supplement shall be adopted effective as of
January 2, 1997.
IN WITNESS WHEREOF, the Committee has caused this instrument
to be executed this 17th day of February, 1997 by their duly authorized
officers, effective as of date and year described above.
FPL GROUP, INC.
By: LAWRENCE J. KELLEHER
Lawrence J. Kelleher
Vice President, Human Resources