8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported:February 12, 2010

Commission File Number		Exact name of registrant as specified in its charter, address of principal executive offices and registrant's telephone number	IRS Employer Identification Number
1-8841	FPL GROUP, INC. 700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000		59-2449419

State or other jurisdiction of incorporation or organization:  Florida

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) On February 12, 2010, the Board of Directors (Board) of FPL Group, Inc. (FPL Group or the Company) adopted amendments (the Amendments) to FPL Group’s Amended and Restated Bylaws (the Bylaws), effective on the adoption date.

The Bylaws as amended by the Amendments provide that in general, if a quorum exists at a meeting of shareholders, unless a greater or different vote is required by the Florida Business Corporation Act, the Company’s Amended and Restated Articles of Incorporation (the Charter), the Bylaws, or by action of the Board:

(a) on all matters other than the election of directors, action on such matter will be approved if the votes cast favoring the action exceed the votes cast opposing the action;

(b) in a contested director election, which is an election in which the number of persons considered for election to the Board exceeds the total number of directors to be elected, a nominee for director will be elected by a plurality of the votes cast (a Contested Director Election Plurality Vote); and

(c) in an uncontested director election, a nominee for director will be elected if the votes cast for the nominee’s election exceed the votes cast against the nominee’s election (a Director Majority Vote).

Prior to the Amendments, the Bylaws provided that, if a quorum exists at a meeting of shareholders, action on all matters, including the election of directors, would be approved if the matter received the affirmative vote of a majority of the total number of shares represented at the meeting and entitled to vote on the matter, unless by law a greater vote was required or permitted by action of the Board, or a greater or different vote was required by the Charter or the Bylaws.

The Board adopted a director resignation policy in 2007 which, among other things, required an incumbent director who did not receive in a contested director election the majority vote then required under the Bylaws to offer to resign if he or she would not have been elected if a plurality vote had been required.  Upon adoption of the Amendments, the Board amended the director resignation policy to remove that provision.

The amended Bylaw provision with respect to the votes required on all matters other than the election of directors conforms to Florida Statutes section 607.0725, which generally provides that, if a quorum exists at a meeting of shareholders, action on a matter will be approved if the votes cast favoring the action exceed the votes cast opposing the action. The amended Bylaw provision relating to director elections, which requires a Director Majority Vote other than in a contested director election, is permitted but not required pursuant to a recent change to Florida Statutes section 607.0728, under which the general vote requirement in director elections is a plurality vote.  Another recent change to this statute allowed the Company to add the provision for a Contested Director Election Plurality Vote to its Bylaws.

In addition to the foregoing Amendments, the Board approved the addition of a provision to the Bylaws to clarify that, for purposes of determining whether a quorum is present at a meeting of shareholders, (1) shares entitled to vote on any item of business presented for action by shareholders at a meeting, present in person or represented by proxy, are counted for purposes of establishing a quorum for the transaction of all business at the meeting, and (2) broker non-votes, if any, with respect to any item of business will not count as shares entitled to vote on that item of business.

The Amendments do not affect other voting provisions in the Charter or Bylaws.

The foregoing description of the Amendments is qualified in all respects by reference to the text of the Amendments, a copy of which is filed as Exhibit 3 to this report and incorporated by reference herein.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
3	Amendments to the FPL Group, Inc. Bylaws dated February 12, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FPL GROUP, INC.

(Registrant)

Date:  February 19, 2010

CHARLES E. SIEVING

Charles E. Sieving

Executive Vice President & General Counsel of FPL Group, Inc.

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EX-3

Exhibit 3

Amendments to the FPL Group, Inc. Bylaws

February 12, 2010

The bylaws are amended by:

(1) adding the following before the first paragraph of Article I, Section 7:

“(a)  Quorum and General Voting Requirements.”

(2) making the following changes in the first sentence of the first paragraph of Article I, Section 7:

a)   deleting the word “law” and replacing it with the words “the Florida Business Corporation Act”;

b)   deleting the word “Restated”; and

c)   adding “, as amended and restated from time to time” after the words “Articles of Incorporation”

(3) deleting the second paragraph of Article I, Section 7 and substituting the following therefor:

“For purposes of this Section 7, (1) shares entitled to vote on any item of business presented for action by shareholders at a meeting, present in person or represented by proxy thereat, shall be counted for purposes of establishing a quorum for the transaction of all business at such meeting, and (2) broker non-votes, if any, with respect to any item of business shall not count as shares entitled to vote on that item of business.

If a quorum exists, action on a matter (other than the election of directors) shall be approved by the shareholders of the Corporation if the votes cast by shareholders present in person or represented by proxy at the meeting and entitled to vote on the matter favoring such action exceed the number of votes cast by such shareholders opposing such action.

(b)     Election of Directors.  If a quorum exists, a nominee for director shall be elected to the board of directors if the votes cast for such nominee's election by shareholders present in person or represented by proxy at the meeting and entitled to vote on the matter exceed the votes cast by such shareholders against such nominee's election; provided, however, that if the number of persons considered by the shareholders for election as directors exceeds the total number of directors to be elected, directors shall be elected by a plurality of the votes cast; and further provided that all persons considered for election (other than those recommended for nomination by or at the direction of the board of directors or any duly authorized committee thereof) shall have met all applicable requirements and procedures in being placed in nomination and considered for election, including without limitation the requirements set forth in these bylaws and in all applicable laws, rules and regulations.

(c)     Notwithstanding the foregoing provisions of this Section 7, any item of business may require a greater or different vote (i) by express provision of the Florida Business Corporation Act or the Charter, or (ii) to the extent permitted by the Florida Business Corporation Act, by express provision of these bylaws or by action of the board of directors, in which event such greater or different vote requirement shall govern or, if so provided in such a requirement or action of the board of directors, shall apply in addition to the vote otherwise required.

(4) deleting the words “as amended” after the words “Florida Business Corporation Act” in the second sentence of Article I, Section 9(c);

(5) deleting the words “the New York Stock Exchange (“NYSE”)” and substituting “NYSE” therefor in the first sentence of Article I, Section 9(f)