Employment Agreement between FPL GROUP, INC., a Florida corporation (the "Company"), and Lawrence J.
Kelleher (the "Executive"), dated as of December 11, 1995.
The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the
Company and its shareholders to assure that the Company and its affiliated companies will have the continued
dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control
and to encourage the Executive's full attention and dedication to the Company and its affiliated companies
currently and in the event of any threatened or pending Change of Control, and to provide the Executive with
compensation and benefits arrangements upon a Change of Control which ensure that the compensation and
benefits expectations of the Executive will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter
into this Agreement.
Therefore, the Company and the Executive agree as follows:
1. Effective Date. The effective date of this Agreement shall be the date on which a Change of Control occurs
(the "Effective Date"). Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs
and if the Executive's employment with the Company or its affiliated companies is terminated or the Executive
ceases to be an officer of the Company or its affiliated companies prior to the date on which the Change of
Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment or
cessation of status as an officer (i) was at the request of a third party who has taken steps reasonably calculat