Exhibit








Exhibit 10.2

	
			
	To:
	 
	NextEra Energy US Partners Holdings, LLC
700 Universe Boulevard
Juno Beach, FL 33408
United States

	Attention
	 
	Matt Geoffroy / Business Manager

	Telephone:
	 
	(561) 691-7348

	 
	 
	 

	From:
	 
	Bank of America, N.A.

	Department:
	 
	Swaps Operations

	Telephone:
	 
	(+1) 980 683 2797

	Fax:
	 
	(+1) 866 255 1444

	 
	 
	 

	Date:
	 
	26th March 2018

	 
	 
	 

	Our Reference No:
	 
	925688927

	Internal Tracking No:
	 
	25688927

	Admin No:
	 
	18BN143012

	USI:
	 
	1030282338VM25688927






This Confirmation supersedes and replaces any and all Confirmations previously sent to you in respect of this Transaction.


Dear Sir/Madam,


The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between NextEra Energy US Partners Holdings, LLC and Bank of America, N.A. (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in paragraph 1 below (the "Agreement").


The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. (the "Definitions"), are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.


	
		
	1.
	This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 21st March 2018, as amended and supplemented from time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.






In this Confirmation ''Party A'' means Bank of America, N.A. and ''Party B'' means NextEra Energy US Partners Holdings, LLC.


General Terms:
	
		
	2.
	The terms of the particular Transaction to which this Confirmation relates are as follows:






	
			
	Notional Amount:
	 
	USD 3,000,000,000.00

	 
	 
	 

	Trade Date:
	 
	22nd March 2018






1
Party A Reference No: 925688927










	
			
	Effective Date:
	 
	26th March 2028

	 
	 
	 

	Termination Date:
	 
	26th March 2038, subject to adjustment in accordance with the Modified Following Business Day Convention

	 
	 
	 

	  Fixed Amounts:
	 
	 

	 
	 
	 

	    Fixed Rate Payer:
	 
	Party B

	 
	 
	 

	    Fixed Rate Payer
    Payment Dates:
	 
	The 26th of each March and September, commencing on 26th September 2028 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention

	 
	 
	 

	    Fixed Rate:
	 
	3.19200 per cent

	 
	 
	 

	    Fixed Rate Day
    Count Fraction:
	 
	30/360

	 
	 
	 

	  Floating Amounts:
	 
	 

	 
	 
	 

	    Floating Rate Payer:
	 
	Party A

	 
	 
	 

	    Floating Rate Payer
    Payment Dates:
	 
	The 26th of each March, June, September and December, commencing on 26th June 2028 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention

	 
	 
	 

	    Floating Rate for initial
    Calculation Period:
	 
	to be determined

	 
	 
	 

	    Floating Rate Option:
	 
	USD-LIBOR-BBA

	 
	 
	 

	    Designated Maturity:
	 
	3 Month

	 
	 
	 

	    Spread:
	 
	None

	 
	 
	 

	    Floating Rate Day
    Count Fraction:
	 
	Actual/360

	 
	 
	 

	    Reset Dates:
	 
	First day of each Calculation Period.

	 
	 
	 

	  Business Days:
	 
	London and New York

	 
	 
	 

	Early Termination 1:
	 
	 

	 
	 
	 

	    Mandatory Early
    Termination:
	 
	Applicable










2
Party A Reference No: 925688927










	
			
	Settlement Terms:
	 
	 

	 
	 
	 

	    Cash Settlement Valuation
    Time:
	 
	11:00 a.m. local time in New York

	 
	 
	 

	    Valuation Business Days:
	 
	New York and London

	 
	 
	 

	    Mandatory Early Termination
    Date:
	 
	26th March 2028

	 
	 
	 

	    Cash Settlement Amount:
	 
	Notwithstanding Section 17.1(a) or Section 18.2(a) of the Definitions, for purposes of this Transaction, (i) the party which is “out-of-the- money” and the party which is “in-the-money" shall be determined by the Calculation Agent and (ii) the Cash Settlement Amount in respect of the Mandatory Early Termination Date will be determined by the Calculation Agent. Such determinations by the Calculation Agent shall be made in a commercially reasonable manner in accordance with market practice in the relevant market. In the absence of manifest error, such determinations shall be final and conclusive and the Cash Settlement Amount will be payable on the Mandatory Early Termination Date.

	 
	 
	 

	    Business Day Convention for
    Mandatory Early Termination
    Date:
	 
	Modified Following

	 
	 
	 

	    Cash Settlement Currency:
	 
	USD

	 
	 
	 

	  Calculation Agent:
	 
	Party A

	 
	 
	 

	Early Termination 2:
	 
	 

	 
	 
	 

	    Optional Early Termination:
	 
	Applicable

	 
	 
	 

	    Option Style:
	 
	American

	 
	 
	 

	    Optional Early Termination Date:
	 
	Beginning with trade date and ending with Trade Maturity date.

	 
	 
	 

	    Seller:
	 
	Party A

	 
	 
	 

	    Buyer:
	 
	Party B

	 
	 
	 

	    Exercise Business Day:
	 
	New York & London

	 
	 
	 

	  Procedure for Exercise:
	 
	 

	 
	 
	 

	    Commencement Date:
	 
	22nd March 2018

	 
	 
	 

	    Expiration Date:
	 
	26th March 2038














3
Party A Reference No: 925688927










	
			
	    Earliest Exercise Time:
	 
	9:00 a.m., New York time

	 
	 
	 

	    Expiration Time:
	 
	11:00 a.m. New York time

	 
	 
	 

	    Multiple Exercise:
	 
	Applicable

	 
	 
	 

	Settlement Terms:
	 
	 

	 
	 
	 

	  Cash Settlement:
	 
	Applicable

	 
	 
	 

	    Cash Settlement Amount:
	 
	Notwithstanding Section 16.1(a) or Section 18.2(a) of the Definitions, for purposes of this Transaction, (i) the party which is “out-of-the-money” and the party which is “in-the-money" shall be determined by the Calculation Agent and (ii) the Cash Settlement Amount in respect of the Optional Early Termination Date will be determined by the Calculation Agent. Such determinations by the Calculation Agent shall be made in a commercially reasonable manner in accordance with market practice in the relevant market. In the absence of manifest error, such determinations shall be final and conclusive and the Cash Settlement Amount will be payable on the Cash Settlement Payment Date.

	 
	 
	 

	    Cash Settlement Currency:
	 
	USD






	
		
	3.
	Recording of Conversations:




Each party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Transaction whether by one or both of the parties or their agents.


	
		
	4.
	Account Details:






As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing and such instructions shall be deemed to be incorporated into this Confirmation.


	
		
	5.
	Offices:






	
			
	The Office of Party A for this
Transaction is:
	 
	Charlotte - NC, United States
Please send reset notices to fax no. (+1) 866 218 8487

	 
	 
	 

	The Office of Party B for this
Transaction is:
	 
	Juno Beach - FL, United States














4
Party A Reference No: 925688927










Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation in its entirety to the attention of Global FX and Derivative Operations (fax no.(+1) 866 255 1444).


	
			
	 
	 
	Accepted and confirmed as of the date first written:

	 
	 
	 

	Bank of America, N.A.
	 
	NextEra Energy US Partners Holdings, LLC

	 
	 
	 

	 
	 
	 

	LISA PALMIERI
	 
	 

	Lisa Palmieri
	 
	 

	Director; Group Operations Manager
	 
	 

	US Derivatives Documentation
	 
	 

	 
	 
	 

	Authorised Signatory:
	 
	By:    PAUL CUTLER                                                      

	 
	 
	Name:    Paul I. Cutler

	 
	 
	Title:      Treasurer

	 
	 
	 

	 
	 
	 

	 
	 
	 

	Our Reference Number:
	925688927
	 

	Internal Tracking No:
	25688927
	 












































5
Party A Reference No: 925688927













	
			
	To:
	 
	NextEra Energy US Partners Holdings, LLC
700 Universe Boulevard
Juno Beach, FL 33408
United States

	Attention
	 
	Matt Geoffroy / Business Manager

	Telephone:
	 
	(561) 691-7348

	 
	 
	 

	From:
	 
	Bank of America, N.A.

	Department:
	 
	Swaps Operations

	Telephone:
	 
	(+1) 980 683 2797

	Fax:
	 
	(+1) 866 255 1444

	 
	 
	 

	Date:
	 
	26th March 2018

	 
	 
	 

	Our Reference No:
	 
	925717179

	Internal Tracking No:
	 
	25717179

	Admin No:
	 
	18BN148175

	USI:
	 
	1030282338VM25717179






Dear Sir/Madam,


The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between NextEra Energy US Partners Holdings, LLC and Bank of America, N.A. (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in paragraph 1 below (the "Agreement").


The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. (the "Definitions"), are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.


	
		
	1.
	This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 21st March 2018, as amended and supplemented from time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.






In this Confirmation ''Party A'' means Bank of America, N.A. and ''Party B'' means NextEra Energy US Partners Holdings, LLC.


General Terms:
	
		
	2.
	The terms of the particular Transaction to which this Confirmation relates are as follows:






	
			
	Notional Amount:
	 
	USD 2,000,000,000.00

	 
	 
	 

	Trade Date:
	 
	22nd March 2018

	 
	 
	 

	Effective Date:
	 
	26th March 2028






1
Party A Reference No: 925717179










	
			
	Termination Date:
	 
	26th March 2038, subject to adjustment in accordance with the Modified Following Business Day Convention

	 
	 
	 

	  Fixed Amounts:
	 
	 

	 
	 
	 

	    Fixed Rate Payer:
	 
	Party B

	 
	 
	 

	    Fixed Rate Payer
    Payment Dates:
	 
	The 26th of each March and September, commencing on 26th September 2028 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention

	 
	 
	 

	    Fixed Rate:
	 
	3.19200 per cent

	 
	 
	 

	    Fixed Rate Day
    Count Fraction:
	 
	30/360

	 
	 
	 

	  Floating Amounts:
	 
	 

	 
	 
	 

	    Floating Rate Payer:
	 
	Party A

	 
	 
	 

	    Floating Rate Payer
    Payment Dates:
	 
	The 26th of each March, June, September and December, commencing on 26th June 2028 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention

	 
	 
	 

	    Floating Rate for initial
    Calculation Period:
	 
	to be determined

	 
	 
	 

	    Floating Rate Option:
	 
	USD-LIBOR-BBA

	 
	 
	 

	    Designated Maturity:
	 
	3 Month

	 
	 
	 

	    Spread:
	 
	None

	 
	 
	 

	    Floating Rate Day
    Count Fraction:
	 
	Actual/360

	 
	 
	 

	    Reset Dates:
	 
	First day of each Calculation Period.

	 
	 
	 

	  Business Days:
	 
	London and New York

	 
	 
	 

	Early Termination 1:
	 
	 

	 
	 
	 

	    Mandatory Early
    Termination:
	 
	Applicable












2
Party A Reference No: 925717179










	
			
	Settlement Terms:
	 
	 

	 
	 
	 

	    Cash Settlement Valuation
    Time:
	 
	11:00 a.m. local time in New York

	 
	 
	 

	    Valuation Business Days:
	 
	New York and London

	 
	 
	 

	    Mandatory Early Termination
    Date:
	 
	26th March 2028

	 
	 
	 

	    Cash Settlement Amount:
	 
	Notwithstanding Section 17.1(a) or Section 18.2(a) of the Definitions, for purposes of this Transaction, (i) the party which is “out-of-the- money” and the party which is “in-the-money" shall be determined by the Calculation Agent and (ii) the Cash Settlement Amount in respect of the Mandatory Early Termination Date will be determined by the Calculation Agent. Such determinations by the Calculation Agent shall be made in a commercially reasonable manner in accordance with market practice in the relevant market. In the absence of manifest error, such determinations shall be final and conclusive and the Cash Settlement Amount will be payable on the Mandatory Early Termination Date.

	 
	 
	 

	    Business Day Convention for
    Mandatory Early Termination
    Date:
	 
	Modified Following

	 
	 
	 

	    Cash Settlement Currency:
	 
	USD

	 
	 
	 

	  Calculation Agent:
	 
	Party A

	 
	 
	 

	Early Termination 2:
	 
	 

	 
	 
	 

	    Optional Early Termination:
	 
	Applicable

	 
	 
	 

	    Option Style:
	 
	American

	 
	 
	 

	    Optional Early Termination Date:
	 
	Beginning with trade date and ending with Trade Maturity date.

	 
	 
	 

	    Seller:
	 
	Party A

	 
	 
	 

	    Buyer:
	 
	Party B

	 
	 
	 

	    Exercise Business Day:
	 
	New York & London

	 
	 
	 

	  Procedure for Exercise:
	 
	 

	 
	 
	 

	    Commencement Date:
	 
	22nd March 2018

	 
	 
	 

	    Expiration Date:
	 
	26th March 2038

	 
	 
	 

	    Earliest Exercise Time:
	 
	9:00 a.m., New York time










3
Party A Reference No: 925717179










	
			
	    Expiration Time:
	 
	11:00 a.m. New York time

	 
	 
	 

	    Multiple Exercise:
	 
	Applicable

	 
	 
	 

	Settlement Terms:
	 
	 

	 
	 
	 

	  Cash Settlement:
	 
	Applicable

	 
	 
	 

	    Cash Settlement Amount:
	 
	Notwithstanding Section 16.1(a) or Section 18.2(a) of the Definitions, for purposes of this Transaction, (i) the party which is “out-of-the-money” and the party which is “in-the-money" shall be determined by the Calculation Agent and (ii) the Cash Settlement Amount in respect of the Optional Early Termination Date will be determined by the Calculation Agent. Such determinations by the Calculation Agent shall be made in a commercially reasonable manner in accordance with market practice in the relevant market. In the absence of manifest error, such determinations shall be final and conclusive and the Cash Settlement Amount will be payable on the Cash Settlement Payment Date.

	 
	 
	 

	    Cash Settlement Currency:
	 
	USD






	
		
	3.
	Recording of Conversations:




Each party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Transaction whether by one or both of the parties or their agents.


	
		
	4.
	Account Details:






As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing and such instructions shall be deemed to be incorporated into this Confirmation.


	
		
	5.
	Offices:






	
			
	The Office of Party A for this
Transaction is:
	 
	Charlotte - NC, United States
Please send reset notices to fax no. (+1) 866 218 8487

	 
	 
	 

	The Office of Party B for this
Transaction is:
	 
	Juno Beach - FL, United States






Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation in its entirety to the attention of Global FX and Derivative Operations (fax no.(+1) 866 255 1444).








4
Party A Reference No: 925717179










	
			
	 
	 
	Accepted and confirmed as of the date first written:

	 
	 
	 

	Bank of America, N.A.
	 
	NextEra Energy US Partners Holdings, LLC

	 
	 
	 

	 
	 
	 

	LISA PALMIERI
	 
	 

	Lisa Palmieri
	 
	 

	Director; Group Operations Manager
	 
	 

	US Derivatives Documentation
	 
	 

	 
	 
	 

	Authorised Signatory:
	 
	By:    PAUL CUTLER                                                      

	 
	 
	Name:    Paul I. Cutler

	 
	 
	Title:      Treasurer

	 
	 
	 

	 
	 
	 

	 
	 
	 

	Our Reference Number:
	925717179
	 

	Internal Tracking No:
	25717179
	 




























































5
Party A Reference No: 925717179