EX-10 8 ex_10w.txt EXHIBIT 10W EXHIBIT 10(w) FPL GROUP, INC. SPLIT DOLLAR AGREEMENT THIS AGREEMENT, made as of this day of , 19 by and between FPL GROUP, INC., a Corporation with its principal place of business at 700 Universe Boulevard, Juno Beach, Florida 33408, (hereinafter referred to as the "Corporation"), and [ , (hereinafter referred to as the "Participant")] or [ ________ as Trustees of the __________ Trust (hereinafter referred to as "Trustee" and "Trust," respectively) as established by __________ (hereinafter referred to as the "Participant")]. WHEREAS, the Participant is a valued employee of the Corporation and the Corporation wishes to secure, for itself, the benefits of a continuing association with the Participant; and WHEREAS, the Participant is expected to perform his or her duties in a capable and efficient manner, resulting in substantial growth and productivity to the Corporation. [WHEREAS, the Participant has established the above-mentioned Trust for the benefit of the Trust beneficiaries, and which has the power and authority to enter into this Agreement through its properly named Trustee.] NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: INSURANCE COVERAGE 1. The Corporation will enter into one or more contracts of insurance on the life of the Participant to be listed on an Exhibit A. PREMIUM PAYMENTS 2. On or before the due date of each premium payment on the Policies, or within the grace period provided therein, the Corporation shall pay the full amount of the premium to the insurance company providing the insurance coverage. The Corporation shall require that the [Participant] [Trustee] make periodic contributions in an amount determined from time to time by the Corporation, and such contributions shall continue during the Participant's term of employment and shall cease at the termination of Participant's employment. [The Corporation may permit such contributions to be made by the Participant on behalf of the Trust.] BENEFICIARY DESIGNATION 3. Contemporaneously with the execution of this Agreement, the [Participant] [Trustee] has executed a Beneficiary Designation form setting forth the name or names of the beneficiary or beneficiaries ("Beneficiary") entitled to receive benefits hereunder. The [Participant] [Trustee] shall have the right, from time to time, to change the Beneficiary by executing a Beneficiary Designation form and submitting it to the Corporation, or to irrevocably assign this right to a third party, which party shall then become subject to the terms of this Agreement. [Notwithstanding the above, the Beneficiary Designation of the Participant's spouse shall automatically be revoked in the event the marriage is dissolved between the Participant and such spouse. However, subsequent to such automatic revocation, the Participant shall be permitted to make a new Beneficiary Designation with respect to the former spouse.] DEATH BENEFITS 4. The Participant's Beneficiary shall be entitled to the following as a Death Benefit: a. In the event of the Participant's death [prior to Retirement (as defined in paragraph 5,) or, for L.J. Kelleher, during employment or after Retirement, but prior to age 65] the Beneficiary shall receive from the death proceeds of the Policies an amount equal to two and one-half times the Participant's current annual base salary determined as of the most recent Plan Anniversary Date during employment; the amount of the benefit shall then be rounded up to the next multiple of five hundred dollars ($500.00). b. In the event of the Participant's death [after Retirement or, for L.J. Kelleher, on or after age 65] and prior to Termination of this Agreement, the Beneficiary shall receive from the death proceeds of the Policies an amount [equal to one-half times the Participant's annual base salary determined as of Participant's Retirement or, for L.J. Kelleher, determined in accordance with a schedule based on age at time of death; ranging from 180% at age 65 of Participant's Base Salary at Retirement to 160% at age 66, 140% at age 67, 120% at age 68 and 100% at age 69 and thereafter.] All death proceeds of the Policies remaining after the payment of Death Benefits to the Beneficiary shall be paid directly to the Corporation. RETIREMENT 5. Retirement shall mean either: a. for those Participants who were either, 45 years of age or older or who have at least twenty (20) years of service with the Corporation as of December 31, 1992, and were employed by the Corporation as of December 31, 1992, termination of employment with the Corporation on or after attaining the earlier of the following: (i) attain age 50 with at least fifteen (15) years of service; (ii) attain age 55 with at least ten (10) years of service; (iii) attain age 65 with at least five (5) years of service; or b. for any other Participant other than those covered under subparagraph a above, termination of employment on or after attaining age 55 with at least ten (10) years of service. For purposes of this Agreement, the terms "years of service" shall have the same meaning as "Vesting Years of Service," as set forth in the Pension Plan for Employees of Florida Power & Light Company, as may be amended from time to time (the "Pension Plan"). PLAN ANNIVERSARY DATE 6. Plan Anniversary Date shall be every January 1st, subsequent to the date this Agreement is executed. TERMINATION OF AGREEMENT 7. a. This Agreement shall terminate upon the earlier of: (a) the termination of Participant's employment which does not qualify as Retirement, and (b) the later of (i) termination of Participant's employment which qualifies as Retirement, (ii) the completion of ten (10) years from the date of this Agreement, or (iii) Participant's age 65. b. If this Agreement is terminated under clause (b) of subparagraph (a) above, the Corporation shall assign all of its rights, title and interest in the Policies under this Agreement (i) to the [Participant] [Trustee], or (ii) to the owner of the right to receive the [Participant's] [Trustee's] portion of the death benefit as set forth in paragraph 4 above, if that right has been irrevocably assigned by the [Participant] [Trustee]. c. At the time of the assignment by the Corporation under subparagraph (b) above, the amount of the cash value of the Policies shall be at least equal to the sum of the following: i) using reasonable actuarial assumptions as of the Termination of this Agreement, the cash value necessary to maintain the level of benefits specified in subparagraph b of paragraph 4 until the Participant's age 95; and, ii) .35 times the difference between the cash value of the Policies at the time of assignment under this paragraph, and the total of all Participant contributions pursuant to paragraph 2 above. OWNERSHIP OF POLICY 8. The Corporation shall be the sole and absolute owner of the Policies during the term of this Agreement as set forth in paragraph 7 above, even though the Participant may have terminated employment with the Corporation, and may exercise all ownership rights granted to the owner thereof by the terms of the Policies, except as may be provided herein, provided however, that the rights and possessions in the Corporation of such Policies shall terminate upon the assignment described in paragraph 7b above. The Corporation shall keep possession of the Policies. The Corporation shall have all ownership rights in the Policies except the right to name a Beneficiary for the portion of the death proceeds as set forth in paragraph 4 above, and such ownership rights shall include, without limitation, the right to borrow the cash value of the Policies without the consent of the [Participant] [Trustee]. STATUS OF AGREEMENT 9. The benefits payable under this Agreement shall be independent of, and in addition to, any other employment agreement that may exist from time to time between the parties hereto, [or between the Corporation and the Participant] unless such employment agreement specifically refers to this Agreement therein, or any other compensation payable by the Corporation to the Participant, whether as salary, bonus or otherwise. This Agreement shall not be deemed to constitute a contract of employment between [the parties hereto] [the Corporation and the Participant], nor shall any provision hereof restrict the right of the Corporation to discharge the Participant, or restrict the right of the Participant to terminate his employment, except as to the vesting of benefits under paragraph 7. REVOCATION AND AMENDMENT 10. This Agreement may be revoked or be amended in whole or in part by a written notice signed by FPL Group, Inc. except that no change, revocation or amendment shall effect [the benefits due and payable in relation to] any Participant who has retired. CONSTRUCTION 11. This Agreement is a Florida contract and shall be construed and enforced in accordance with the laws of the State of Florida. This Agreement is subject to certain provisions of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA") and as such, the Corporation shall provide the [Participant] [Trustee] with plan procedures pertaining to claims by [Participants] [the Trustee] or Beneficiaries. The Employee Benefit Plans Administrative Committee, as defined in the Pension Plan, shall have the sole and absolute discretion to interpret this Agreement and its provisions, and the interpretation by the Employee Benefit Plans Administrative Committee shall be binding on all parties. The terms of this Agreement shall be read so that the singular shall include the plural and the plural shall include the singular. IN WITNESS WHEREOF, the said Corporation has caused this Agreement to be signed in its corporate name by its duly authorized officer, and properly attested to, and the said [Participant] [Trustee] has hereunto set his hand, all as of the day and year first above written. FPL GROUP, INC. BY: ------------------------------ [PARTICIPANT] [TRUSTEE(S)]: ------------------------------- [NAME]