Exhibit
4(bs)


 


Florida
Power & Light Company


 


OFFICER’S CERTIFICATE


 


Creating the __________ Notes, Series
due __________


 


__________, __________
of Florida Power & Light Company (the “Company”), pursuant to the authority granted in the accompanying
Board Resolutions (all capitalized terms used herein which are not defined herein or in Exhibit A hereto, but which
are defined in the Indenture referred to below, shall have the meanings specified in the Indenture), and pursuant to Sections 201
and 301 of the Indenture, does hereby certify to The Bank of New York Mellon (the “Trustee”), as Trustee under
the Indenture (For Unsecured Debt Securities) dated as of [November 1, 2017][ __________] between the Company and the Trustee (the
 “Indenture”), that:


 


1.     The
securities to be issued under the Indenture in accordance with this certificate shall be designated “__________ Notes, Series
due __________” (referred to herein as the “Notes of the __________ Series”) and shall be issued in substantially
the form set forth as Exhibit A hereto.


 


2.     The
Notes of the __________ Series shall be issued by the Company in the initial aggregate principal amount of $__________. Additional
Notes of the __________ Series, without limitation as to amount, having the same terms as the Outstanding Notes of the __________
Series (except for the issue date of the additional Notes of the _____ Series and, if applicable, the initial Interest Payment
Date (as defined below)) may also be issued by the Company pursuant to the Indenture without the consent of the Holders of the
then-Outstanding Notes of the __________ Series. Any such additional Notes of the __________ Series as may be issued pursuant to
the Indenture from time to time shall be part of the same series as the then-Outstanding Notes of the __________ Series.


 


3.     The
Notes of the __________ Series shall mature and the principal shall be due and payable, together with all accrued and unpaid interest
thereon, on the Stated Maturity Date. The “Stated Maturity Date” means __________.


 


4.     The
Notes of the __________ Series shall bear interest as provided in the form set forth as Exhibit A hereto.


 


5.     Each
installment of interest on a Note of the __________ Series shall be payable as provided in the form set forth as Exhibit
A hereto.


 


6.     Registration
of the Notes of the __________ Series, and registration of transfers and exchanges in respect of the Notes of the __________ Series,
may be effectuated at the office or agency of the Company in New York City, New York. Notices and demands to or upon the Company
in respect of the Notes of the __________ Series may be served at the office or agency of the Company in New York City, New York.
The Corporate Trust Office of the Trustee will initially be the agency of the Company for such payment, registration, registration
of transfers and exchanges and service of notices and demands, and the Company hereby appoints the Trustee as its agent for all
such purposes; provided, however, that the Company reserves the right to change, by one or more Officer’s
Certificates, any such office or agency and such agent. The Trustee will initially be the Security Registrar and the Paying Agent
for the Notes of the __________ Series.


 


7.     [The
Notes of the __________ Series will be redeemable at the option of the Company prior to the Stated Maturity Date as provided in
the form set forth as Exhibit A hereto.] [The Notes of the __________ Series will not be redeemable at the option
of the Company prior to the Stated Maturity Date.]


 






     


     


    

 


8.     So
long as all of the Notes of the __________ Series are held by a securities depository in book-entry form, the Regular Record Date
for the interest payable on any given Interest Payment Date with respect to the Notes of the __________ Series shall be the close
of business on the Business Day immediately preceding such Interest Payment Date; provided, however,
that if any of the Notes of the __________ Series are not held by a securities depository in book-entry form, the Regular Record
Date will be the close of business on the fifteenth (15th) calendar day immediately preceding such Interest Payment Date.


 


9.     If
the Company shall make any deposit of money and/or Eligible Obligations with respect to any Notes of the __________ Series, or
any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an
Officer’s Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver
to the Trustee, together with such Officer’s Certificate, either:


 


(A) an
instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of the Notes of the
__________ Series, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee
or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of said Section
701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible
Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due
on such Notes of the __________ Series or portions thereof, all in accordance with and subject to the provisions of said Section
701; provided, however, that such instrument may state that the obligation of the Company to make additional
deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency; or


 


(B) an
Opinion of Counsel to the effect that, as a result of (i) the receipt by the Company from, or the publication by, the Internal
Revenue Service of a ruling or (ii) a change in law occurring after the date of this certificate, the Holders of such Notes of
the __________ Series, or the applicable portion of the principal amount thereof, will not recognize income, gain or loss for United
States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect
thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as
if such satisfaction and discharge had not been effectuated.


 


10. The
Notes of the __________ Series will be initially issued in global form registered in the name of Cede & Co. (as nominee for
The Depository Trust Company). The Notes of the __________ Series in global form shall bear the depository legend in substantially
the form set forth as Exhibit A hereto. The Notes of the __________ Series in global form will contain restrictions
on transfer, substantially as described in the form set forth as Exhibit A hereto.


 


11. No
service charge shall be made for the registration of transfer or exchange of the Notes of the __________ Series; provided,
however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with such transfer or exchange.


 


12. [The
Eligible Obligations with respect to the Notes of the __________ Series shall be the Government Obligations and the Investment
Securities.]


 






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13. The
Notes of the __________ Series shall have such other terms and provisions as are provided in the form set forth as Exhibit
A hereto.


 


14. The
undersigned has read all of the covenants and conditions contained in the Indenture relating to the issuance of the Notes of the
__________ Series and the definitions in the Indenture relating thereto and in respect of which this certificate is made.


 


15. The
statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying
this certificate, and upon discussions by the undersigned with officers and employees of the Company familiar with the matters
set forth herein.


 


16. In
the opinion of the undersigned, he or she has made such examination or investigation as is necessary to enable him or her to express
an informed opinion as to whether or not such covenants and conditions have been complied with.


 


17. In
the opinion of the undersigned, such conditions and covenants and conditions precedent, if any (including any covenants compliance
with which constitutes a condition precedent), to the authentication and delivery of the Notes of the __________ Series requested
in the accompanying Company Order No. __ have been complied with.


 









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IN WITNESS WHEREOF,
I have executed this Officer’s Certificate on behalf of the Company this ____ day of __________ in ___________________________.


 





	 	 








 






     


     


    

  


[Unless this certificate is presented
by an authorized representative of The Depository Trust Company, a limited purpose company organized under the New York Banking
Law (“DTC”), to Florida Power & Light Company or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]
 


	No. _______________ 	CUSIP
No. __________


 


[FORM OF FACE OF NOTE]


 


Florida
Power & Light Company


 


____ NOTES, SERIES DUE __________________


 


Florida
Power & Light Company, a corporation duly organized and existing under the laws of the State of Florida (herein referred
to as the “Company,” which term includes any successor Person under the Indenture (as defined below)), for
value received, hereby promises to pay to __________, or registered assigns, the principal sum of __________ Dollars on __________
(the “Stated Maturity Date”). [The Company further promises to pay interest on the principal sum of this __________
Note, Series due __________ (this “Security”) to the registered Holder hereof at the rate of ____% per annum,
in like coin or currency, [semi-annually] [quarterly] on __________[, __________, _________] and __________ of each year (each
an “Interest Payment Date”) until the principal hereof is paid or duly provided for, such interest payments
to commence on __________. Interest on the Securities of this series will accrue from and including _____________ to but excluding
the first Interest Payment Date and thereafter will accrue from and including the last Interest Payment Date to which interest
has either been paid or duly provided for to but excluding the next Interest Payment Date. No interest will accrue on the Securities
of this series with respect to the day on which the Securities of this series mature. In the event that an Interest Payment Date
is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest
Payment Date.]1 The interest so payable, and punctually
paid or duly provided for, on an Interest Payment Date will, as provided in the Indenture referred to on the reverse of this Security
(the “Indenture”), be payable to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the “Regular Record Date” for such interest installment which shall
be the close of business on the Business Day immediately preceding such Interest Payment Date so long as all of the Securities
of this series are held by a securities depository in book-entry form; provided that if any of the Securities of
this series are not held by a securities depository in book-entry form, the Regular Record Date will be the close of business
on the fifteenth (15th) calendar day immediately preceding such Interest Payment Date; and provided further that
interest payable on the Stated Maturity Date or a Redemption Date will be paid to the same Person to whom the associated principal
is to be paid. Any such interest not punctually paid or duly provided for will forthwith cease to be payable to the Person who
is the Holder of this Security on such Regular Record Date and may be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the
payment of such Defaulted Interest, notice of which shall be given to Holders of Securities of this series not less than ten (10)
days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.


 





 






		1	Interest payment provisions will be revised if the Securities
of this series bear interest at a floating rate, or if the interest rate is reset after a period of time.



 






     


     


    

 


Payment of the principal
of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that
purpose in New York City, the State of New York in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that, at the option of
the Company, interest on this Security may be paid by check mailed to the address of the Person entitled thereto, as such address
shall appear on the Security Register or by a wire transfer to an account designated by the Person entitled thereto. The amount
of interest payable on this Security will be computed on the basis of a 360-day year consisting of twelve 30-day months (and for
any period shorter than a full [semi-annual][quarterly] period, on the basis of the actual number of days elapsed during such period
using 30-day calendar months).


 


Reference is hereby
made to the further provisions of this Security set forth on the reverse of this Security, which further provisions shall for all
purposes have the same effect as if set forth at this place. (All capitalized terms used in this Security which are not defined
herein, including the reverse of this Security, but which are defined in the Indenture or in the Officer’s Certificate, shall
have the meanings specified in the Indenture or in the Officer’s Certificate.)


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse of this Security by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 






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IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed in __________________________.


 





	 	Florida
Power & Light Company
	 	 	 
	 	By:  	              


 


[FORM OF CERTIFICATE OF AUTHENTICATION]


 


CERTIFICATE OF AUTHENTICATION


 


Dated:


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.


 





	 	The
    Bank of New York MEllon, as Trustee
	 	 	 
	 	By:     	 
	 	 	Authorized
    Signatory


  






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[FORM OF REVERSE OF NOTE]


 


This Security is one
of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued
in one or more series under an Indenture (For Unsecured Debt Securities), dated as of __________ (herein called the “Indenture,”
which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon, as Trustee
(herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture, including the Board Resolutions and Officer’s Certificate filed with the Trustee on __________,
creating the series designated on the face hereof (herein called the “Officer’s Certificate”), for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities of this series and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof.


 


[Provisions for redemption
at the option of the Company, if any, will be inserted here.]


 


The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth
in the Indenture, including the Officer’s Certificate described above.


 


If an Event of Default
with respect to Securities of this series shall occur and be continuing, the principal of and interest on the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected by such amendment to the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of all series to be thus affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by Holders of the specified percentages in principal amount of the Securities of this
series shall be conclusive and binding upon all current and future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall
not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding
in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity.
The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates expressed herein.


 






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No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


The Securities of this
series are issuable only in registered form without coupons in denominations of [$____ and integral multiples thereof] [$____ and
integral multiples of $____ in excess thereof]. As provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor
and of authorized denominations, as requested by the Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.


 


The Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner
hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee or any such agent shall
be affected by notice to the contrary.


 






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