Exhibit 4(ag)


NEXTERA ENERGY CAPITAL HOLDINGS,
INC.



OFFICER’S CERTIFICATE



Creating the Series __ Debentures due _________________


 


_____________, ___________________
of NextEra Energy Capital Holdings, Inc. (the “Company”), pursuant to the authority granted in the accompanying
Board Resolutions (all capitalized terms used herein which are not defined herein, in Appendix A 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 June 1, 1999 between the Company and the Trustee,
as amended (the “Indenture”), that:


 


1.    The
securities to be issued under the Indenture in accordance with this certificate shall be designated “Series __ Debentures
due _________________” (the “Debentures of the ____________ Series”) and shall be issued in substantially
the form set forth as Exhibit A hereto.


 


2.    The
Debentures 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 _________________.


 


3.    The
Debentures of the ____________ Series shall bear interest initially at the rate of ____% per annum (the “Interest Rate”)
from, and including, __________________, to, but excluding, the earlier of (i) the Stated Maturity Date and (ii) the Reset Effective
Date. In the event of a Successful Remarketing of the Debentures of the ____________ Series, the Interest Rate will be determined
by the Remarketing Agents and reset at the Reset Rate effective from the Reset Effective Date, as set forth in Paragraph 4
below. If the Interest Rate is so reset, the Debentures of the ____________ Series will bear interest at the Reset Rate from, and
including, the Reset Effective Date until the principal thereof and accrued and unpaid interest thereon, if any, is paid or duly
made available for payment and shall bear interest, to the extent permitted by law, compounded quarterly, on any overdue principal
and payment of interest at the Interest Rate to, but excluding, the Reset Effective Date and compounded semi-annually, on any overdue
principal and payment of interest at the Reset Rate thereafter. The “Reset Effective Date” shall mean (i) in
connection with a Successful Remarketing of the Debentures of the ____________ Series during the Period for Early Remarketing,
the third Business Day immediately following the Remarketing Date on which the Debentures of the ____________ Series included in
such Remarketing are successfully remarketed, unless the Remarketing is successful within five Business Days of the next succeeding
Quarterly Interest Payment Date, in which case such Quarterly Interest Payment Date will be the Reset Effective Date, and (ii)
in connection with a Successful Remarketing of the Debentures of the ____________ Series during the Final Three-Day Remarketing
Period, _________________.


 


Interest on a Debenture of
the ____________ Series shall be payable initially quarterly in arrears on _______, ______, ___________ and __________ of each
year (each a “Quarterly Interest Payment Date”), commencing ________________, to the Person in whose name such
Debenture of the ____________ Series, or any predecessor Debenture of the ____________ Series, is registered on the books and records
of the Security Registrar at the close of business on the relevant Regular Record Date for such Quarterly Interest Payment Date.
Following a Successful Remarketing of the Debentures of the ____________ Series, interest on a Debenture of the ____________ Series
shall be payable (i) on the Reset Effective Date and (ii) semi-annually in arrears on the Subsequent Interest Payment Dates (together
with the Quarterly Interest Payment Dates and the Reset Effective Date, the “Interest Payment Dates”), in each
case to the Person in whose name such Debenture of the ____________ Series, or any predecessor Debenture of the ____________ Series,
is registered on the books and records of the Security Registrar at the close of business on the relevant Regular Record Date.
“Subsequent Interest Payment Date” shall mean, following the Reset Effective Date, each semi-annual interest
payment date established by the Company on the Remarketing Date on which the Debentures of the ____________ Series included in
the Remarketing are successfully remarketed.


 




     


     


    

  


Interest payments will include
interest accrued from and including the immediately preceding Interest Payment Date or, in the case of the first Interest Payment
Date, from and including __________________, to, but excluding, such Interest Payment Date.


 


The amount of interest payable
on the Debentures of the ____________ Series will be computed on the basis of a 360-day year of twelve 30-day months. The amount
of interest payable for any period shorter than a full quarterly or semi-annual period for which interest is computed shall be
computed on the basis of the number of days in such period using 30-day calendar months. In the event that any 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), except that, if such Business Day is in
the next succeeding calendar year, then such payment shall be made on the immediately preceding Business Day, in each case, with
the same force and effect as if made on such Interest Payment Date.


 


Pursuant to the Remarketing
Agreement to be entered into between the Company, _______________________, ________________________ and ________________________
(collectively referred to as the “Remarketing Agents”), and The Bank of New York Mellon, as Purchase Contract
Agent (the “Purchase Contract Agent”), as amended or supplemented from time to time (the “Remarketing
Agreement”), and as described below, the Company (i) during the Period for Early Remarketing may, at its option, and
in its sole discretion, select one or more Three-Day Remarketing Periods consisting of three successive Remarketing Dates on each
of which it shall cause the Remarketing Agents to remarket, in whole (but not in part), (A) the Pledged Debentures of the ____________
Series, and (B) any Separate Debentures of the ____________ Series of Holders who have elected in the manner set forth in the Purchase
Contract Agreement, the Pledge Agreement and the Remarketing Agreement to have such Separate Debentures of the ____________ Series
so remarketed, for settlement on the third Business Day following the Remarketing Date on which a Successful Remarketing occurs,
unless the Successful Remarketing occurs within five Business Days of the next succeeding Quarterly Interest Payment Date, in which
case such settlement will occur on such Quarterly Interest Payment Date and (ii) if there has not been a Successful Remarketing
during the Period for Early Remarketing, if any, shall cause the Remarketing Agents to remarket, in whole (but not in part), on
each Remarketing Date during the Final Three-Day Remarketing Period, (A) the Pledged Debentures of the ____________ Series of Corporate
Unit holders who have failed to notify the Purchase Contract Agent, on or prior to the seventh Business Day immediately preceding
the Purchase Contract Settlement Date, of their intention to settle such Purchase Contracts in cash, and (B) any Separate Debentures
of the ____________ Series of Holders who have elected in the manner set forth in the Purchase Contract Agreement, the Pledge Agreement
and the Remarketing Agreement to have their Debentures of the ____________ Series so remarketed, for settlement on the Purchase
Contract Settlement Date. The Company may select a Three-Day Remarketing Period during the Period for Early Remarketing by designating
each of the three sequential Remarketing Dates to comprise such Three-Day Remarketing Period; provided that no Remarketing
Date during the Period for Early Remarketing shall occur earlier than the fifth Business Day prior to _____________ nor later than
the ninth Business Day prior to the Purchase Contract Settlement Date.


 




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The Company will announce
any Remarketing on the sixth Business Day immediately preceding the first Remarketing Date of a Three-Day Remarketing Period during
the Period for Early Remarketing and, for the Final Three-Day Remarketing Period, the Company will announce the remarketing of
the Debentures of the ____________ Series on the third Business Day immediately preceding the first Remarketing Date of the Final
Three-Day Remarketing Period. Each such announcement (each a “Remarketing Announcement”) on each such date (each
a “Remarketing Announcement Date”). The Remarketing Announcement shall specify the following:


 


(i)          (A)       if
the Remarketing Announcement relates to a Remarketing to occur during the Period for Early Remarketing, that the Debentures of
the ____________ Series may be remarketed on any and all of the sixth, seventh and eighth Business Days following such Remarketing
Announcement Date;


 


(B)       if
the Remarketing Announcement relates to a Remarketing to occur during the Final Three-Day Remarketing Period, that the Debentures
of the ____________ Series may be remarketed on any and all of the third, fourth and fifth Business Days following such Remarketing
Announcement Date;


 


(ii)          (A)       if
the Remarketing Announcement relates to a Remarketing to occur during the Period for Early Remarketing, that the Reset Effective
Date will be the third Business Day following the Successful Remarketing Date, unless the Successful Remarketing Date is within
five Business Days of the next succeeding Quarterly Interest Payment Date in which case such Quarterly Interest Payment Date will
be the Reset Effective Date; or


 


(B)        if
the Remarketing Announcement relates to a Remarketing to occur during the Final Three-Day Remarketing Period, that the Reset Effective
Date will be _________________ if there is a Successful Remarketing;


 


(iii)         that
the Reset Rate and Subsequent Interest Payment Dates for the Debentures of the ____________ Series will be established on the Successful
Remarketing Date and effective on and after the Reset Effective Date;


 


(iv)         (A)         if
the Remarketing Announcement relates to a Remarketing to occur during the Period for Early Remarketing, that the Reset Rate will
equal the interest rate on the Debentures of the ____________ Series that will enable the Debentures of the ____________ Series
included in the Remarketing to be remarketed at a price equal to at least 100% of the Remarketing Treasury Portfolio Purchase Price
plus the Separate Debentures Purchase Price plus the Remarketing Fee (the “Remarketing Price”); or


 


(B)        if
the Remarketing Announcement relates to a Remarketing to occur during the Final Three-Day Remarketing Period, that the Reset Rate
will equal the interest rate on the Debentures of the ____________ Series that will enable the Debentures of the ____________ Series
included in the Remarketing to be remarketed at a price equal to at least 100% of their aggregate principal amount plus the Remarketing
Fee (the “Contract Settlement Price”); and


 




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(v)     the
Remarketing Fee.


 


On the Business Day immediately
following the Remarketing Announcement Date, the Company will issue a press release through any appropriate news agency, including
Bloomberg News and Dow Jones Newswires, containing the Remarketing Announcement and publish such Remarketing Announcement on the
Company’s website or through another public medium as the Company may use at the time. In addition, the Company will request,
not later than ten (10) Business Days prior to each Remarketing Announcement Date, that the Depositary notify its participants
holding Debentures of the ____________ Series, Corporate Units and Treasury Units of the Remarketing.


 


Each Holder of Separate Debentures
of the ____________ Series may elect to have some or all of the Separate Debentures of the ____________ Series held by such Holder
remarketed in any Remarketing. A Holder making such an election must, pursuant to the Purchase Contract Agreement, the Pledge Agreement
and the Remarketing Agreement, notify the Custodial Agent and deliver such Separate Debentures of the ____________ Series to the
Custodial Agent on or prior to 5:00 p.m., New York City time, on the second Business Day, but no earlier than the fifth Business
Day, immediately preceding the first Remarketing Date of any Three-Day Remarketing Period. Any such notice and delivery may not
be conditioned upon the level at which the Reset Rate is established in the Remarketing. Any such notice and delivery may be withdrawn
on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date
of the applicable Three-Day Remarketing Period in accordance with the provisions set forth in the Pledge Agreement. Any such notice
and delivery not withdrawn by such time will be irrevocable with respect to such Remarketing. Promptly after 11:00 a.m., New York
City time, on the Business Day immediately preceding the first Remarketing Date of the applicable Three-Day Remarketing Period,
the Custodial Agent, based on the notices and deliveries received by it prior to such time and pursuant to the Pledge Agreement,
shall notify the Remarketing Agents of the principal amount of Separate Debentures of the ____________ Series to be tendered for
Remarketing and shall cause such Separate Debentures of the ____________ Series to be presented to the Remarketing Agents. Debentures
of the ____________ Series that are a component of Corporate Units will be deemed tendered for Remarketing and will be remarketed
in accordance with the terms of the Remarketing Agreement.


 


Unless and until there has
been a Successful Remarketing, on each Remarketing Date during a Three-Day Remarketing Period, the Company shall cause the Remarketing
Agents to use their commercially reasonable efforts to remarket the Debentures of the ____________ Series that the Collateral Agent
and the Custodial Agent shall have notified the Remarketing Agents have been tendered for, or otherwise are to be included in,
the Remarketing, at a price per $1,000 principal amount of the Debentures of the ____________ Series such that the aggregate price
for the aggregate principal amount of the Debentures of the ____________ Series being remarketed on that date will be approximately
(i) if the Reset Effective Date is not the Purchase Contract Settlement Date, the Remarketing Price or (ii) if the Reset Effective
Date is the Purchase Contract Settlement Date, the Contract Settlement Price.


 


In the event of a Successful
Remarketing, on the Remarketing Date the Company will request the Depositary to notify its participants holding the Debentures
of the ____________ Series, no later than the Business Day next succeeding the Successful Remarketing Date, of the Reset Rate,
the Subsequent Interest Payment Dates and related Regular Record Dates for the Debentures of the ____________ Series. If a Successful
Remarketing does not occur during a Three-Day Remarketing Period, the Company will cause a notice of such Failed Remarketing to
be published on the Business Day following the last of the three Remarketing Dates comprising the Three-Day Remarketing Period
(which notice, in the event of a Failed Remarketing on the Final Remarketing Date, shall be published not later than 9:00 a.m.,
New York City time, and shall include the procedures that must be followed if a Holder of Separate Debentures of the ____________
Series wishes to exercise its right to put such Separate Debentures of the ____________ Series to the Company), in each case, by
making a timely release to any appropriate news agency, including Bloomberg News and the Dow Jones Newswires.


 




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In accordance with the Depositary’s
procedures, on the Reset Effective Date, the transactions described above with respect to each Debenture of the ____________ Series
tendered for purchase and sold in such Remarketing shall be executed through the Depositary, and the accounts of the respective
Depositary participants shall be debited and credited and such Debentures of the ____________ Series delivered by book entry as
necessary to effect purchases and sales of such Debentures of the ____________ Series. The Depositary shall make payment in accordance
with its procedures.


 


In no event shall the aggregate
price for the Debentures of the ____________ Series in a Remarketing be less than a price (the “Minimum Price”)
equal to (i) in the case of a Remarketing during the Period for Early Remarketing, 100% of the sum of the Remarketing Treasury
Portfolio Purchase Price and the Separate Debentures Purchase Price or (ii) in the case of a Remarketing during the Final Three-Day
Remarketing Period, 100% of the aggregate principal amount of the Debentures of the ____________ Series being remarketed. A remarketing
attempt on any Remarketing Date will be deemed unsuccessful if the (i) Remarketing Agents are unable to remarket the Debentures
of the ____________ Series for an aggregate price that is at least equal to the Minimum Price; or (ii) if a condition precedent
to such Remarketing is not fulfilled or, if subject to waiver, waived.


 


The right of each Holder of
Debentures of the ____________ Series that are included in Corporate Units to have such Debentures of the ____________ Series,
and of each Holder of Separate Debentures of the ____________ Series to have any Separate Debentures of the ____________ Series
(together, the “Remarketed Debentures of the ____________ Series”), remarketed and sold in any Remarketing,
and the obligation of the Company to conduct a Remarketing, shall be subject to the following: (i) the Remarketing Agents have
conducted a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) a Special Event Redemption or Mandatory Redemption
has not occurred or will not occur prior to such Remarketing Date or the Reset Effective Date, (iii) the Remarketing Agents are
able to find a purchaser or purchasers for Remarketed Debentures of the ____________ Series at the Minimum Price, and (iv) the
purchaser or purchasers deliver the purchase price therefor to the Remarketing Agents as and when required.


 


None of the Trustee, the Company
or the Remarketing Agents shall be obligated in any case to provide funds to make payment upon tender of Debentures of the ____________
Series for Remarketing.


 


“Remarketing Treasury
Portfolio” shall mean


 


(a)    U.S. Treasury
securities (or principal or interest strips thereof) that mature on or prior to _______________ in an aggregate amount at maturity
equal to the principal amount of the Debentures of the ____________ Series that are a component of the Corporate Units;


 




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(b)    if
the Reset Effective Date occurs prior to _____________, with respect to the Quarterly Interest Payment Dates on the Debentures
of the ____________ Series that would have occurred on ____________ and _________________, U.S. Treasury securities (or principal
or interest strips thereof) that mature on or prior to (i) ____________ (in connection with the Quarterly Interest Payment Date
that would have occurred on ____________) and (ii) _______________ (in connection with the Quarterly Interest Payment Date that
would have occurred on _________________), each in an aggregate amount at maturity equal to the aggregate interest payments that
would be due on ____________ and _________________, respectively, on the principal amount of the Debentures of the ____________
Series that would have been a component of the Corporate Units assuming no Remarketing and no reset of the Interest Rate on the
Debentures of the ____________ Series and assuming that interest on the Debentures of the ____________ Series accrued from the
Reset Effective Date to, but excluding, _________________ and from _______________ to, but excluding, ________________, respectively
____________; and


 


(c)    if
the Reset Effective Date occurs on or after ____________, with respect to the Quarterly Interest Payment Date on the Debentures
of the ____________ Series that would have occurred on _________________, U.S. Treasury securities (or principal or interest
strips thereof) that mature on or prior to _______________ in an aggregate amount at maturity equal to the aggregate interest payment
that would be due on _________________ the principal amount of the Debentures of the ____________ Series that would have been a
component of the Corporate Units assuming no Remarketing and no reset of the Interest Rate on the Debentures of the ____________
Series and assuming that interest on the Debentures of the ____________ Series accrued from the Reset Effective Date to, but excluding,
_________________.


 


If, on
the applicable Remarketing Date during the Period for Early Remarketing, U.S. Treasury securities (or principal or interest strips
thereof) that are to be included in the Remarketing Treasury Portfolio have a yield that is less than zero, then instead, at the
Company’s option, an amount of cash equal to the aggregate principal amount at maturity of the applicable U.S. Treasury securities
(or principal or interest strips thereof) described above will be substituted for the Debentures of the ____________ Series that
are components of the Corporate Units and will be pledged to NextEra Energy through the Collateral Agent to secure the Corporate
Unit holders’ obligations to purchase common stock, $0.01 par value per share, of NextEra Energy (the “Common Stock”)1
under the related Purchase Contracts. In such case, references to “U.S. Treasury securities (or principal or interest strips
thereof)” in connection with the Remarketing Treasury Portfolio will, thereafter, be deemed to be references to such amount
of cash.


 


“Remarketing Treasury
Portfolio Purchase Price” shall mean the lowest aggregate price quoted by a primary U.S. government securities dealer
in New York City to the Quotation Agent on the applicable Remarketing Date during the Period for Early Remarketing for the purchase
of the Remarketing Treasury Portfolio for settlement on the Reset Effective Date, provided, that if the Remarketing
Treasury Portfolio consists of cash, “Remarketing Treasury Portfolio Purchase Price” means an amount of cash equal
to the aggregate principal amount at maturity of the U.S. Treasury securities (or principal or interest strips thereof) that would
have otherwise been components of the Remarketing Treasury Portfolio. “Quotation Agent” means any primary U.S.
government securities dealer in New York City selected by the Company.


 





 






1
To be revised if preferred stock is to be issued upon settlement of purchase contracts.


 




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4.    In
connection with each Remarketing, the Remarketing Agents shall determine the reset interest rate (rounded to the nearest one-thousandth
(0.001) of one percent per annum) that they believe will, when applied to the Debentures of the ____________ Series, enable the
aggregate principal amount of the Debentures of the ____________ Series being remarketed on such date to be sold at an aggregate
price equal to at least (i) if the Reset Effective Date is not the Purchase Contract Settlement Date, the Remarketing Price or
(ii) if the Reset Effective Date is the Purchase Contract Settlement Date, the Contract Settlement Price. The reset interest rate
established on the Remarketing Date on which a Successful Remarketing occurs shall be the “Reset Rate.”


 


Anything herein to the contrary
notwithstanding, the Reset Rate shall not exceed the maximum rate permitted by applicable law and the Remarketing Agents shall
have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such
limitation, the maximum permissible Reset Rate on the Debentures of the ____________ Series and it shall rely solely upon written
notice from the Company (which the Company agrees to provide prior to the eighth Business Day before the first Remarketing Date
of any Three-Day Remarketing Period) as to whether or not there is any such limitation and, if so, the maximum permissible Reset
Rate.


 


In the event of a Failed Remarketing
or if no Debentures of the ____________ Series are included in Corporate Units and none of the Holders of the Separate Debentures
of the ____________ Series elect to have their Debentures of the ____________ Series remarketed in any Remarketing, the Interest
Rate on the Debentures of the ____________ Series will not be reset and will continue to be the Interest Rate.


 


In the event of a Successful
Remarketing, the Interest Rate shall be reset at the Reset Rate as determined by the Remarketing Agents under the Remarketing Agreement.
The Reset Rate shall be effective from and after the Reset Effective Date.


 


5.    Each
installment of interest on a Debenture of the ____________ Series shall be payable to the Person in whose name such Debenture is
registered at the close of business on the “Regular Record Date” for such interest installment, which (a) as
long as all of the Debentures of the ____________ Series remain in certificated form and are held by the Purchase Contract Agent,
or are held in book-entry only form, will be one Business Day prior to the corresponding Interest Payment Date, or (b) if the Debentures
of the ____________ Series remain in certificated form, but all are not held by the Purchase Contract Agent, or are not held in
book-entry only form, will be at least one Business Day but not more than sixty (60) Business Days prior to such corresponding
Interest Payment Date, as selected by the Company; provided that, unless the Purchase Contracts described in the
Purchase Contract Agreement have been terminated, such Regular Record Date must be the same as the record date for payment of distributions
and Contract Adjustment Payments for the Corporate Units described in the Purchase Contract Agreement; and provided further
that interest payable on the Stated Maturity Date will be paid to the Person to whom principal is paid. The Security Registrar
may, but shall not be required to, register the transfer of Debentures of the ____________ Series during the ten (10) days immediately
preceding an Interest Payment Date. Any installment of interest on the Debentures of the ____________ Series not punctually paid
or duly provided for will forthwith cease to be payable to the Holders of such Debentures of the ____________ Series on such Regular
Record Date, and may be paid to the Persons in whose name the Debentures of the ____________ Series are 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 such Defaulted
Interest and Special Record Date shall be given to the Holders of the Debentures of the ____________ 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 Debentures of the ____________ Series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.


 




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6.    The
principal and each installment of interest on the Debentures of the ____________ Series shall be payable at, and registration and
registration of transfers and exchanges in respect of the Debentures of the ____________ Series may be effectuated at, the office
or agency of the Company in New York City, New York; provided that payment of interest may be made at the option
of the Company by check mailed to the address of the Persons entitled thereto or by wire transfer to an account designated by the
Person entitled thereto. Notices and demands to or upon the Company in respect of the Debentures 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, including as the Security Registrar and
the Paying Agent for the Debentures of the ____________ Series; 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.


 


7.    If
a Special Event shall occur and be continuing, the Company may, at its option, redeem the Debentures of the ____________ Series
in whole (but not in part) at any time (“Special Event Redemption”) at a Redemption Price equal to, for each
Debenture of the ____________ Series, the Redemption Amount plus accrued and unpaid interest, if any, thereon to, but excluding,
the date of redemption (the “Special Event Redemption Date”). If the Special Event Redemption occurs prior to
a Successful Remarketing of the Debentures of the ____________ Series, or if the Debentures of the ____________ Series are not
successfully remarketed, in each case prior to the Purchase Contract Settlement Date, the Redemption Price payable with respect
to the Debentures of the ____________ Series that are a component of the Corporate Units at the time of the Special Event Redemption
will be paid to the Collateral Agent under the Pledge Agreement dated as of _________________ by and between NextEra Energy, ____________________________________,
as Collateral Agent (the “Collateral Agent”), Custodial Agent (the “Custodial Agent”)
and Securities Intermediary, and The Bank of New York Mellon, as Purchase Contract Agent (the “Pledge Agreement”),
on the Special Event Redemption Date on or prior to 12:30 p.m., New York City time, by check or wire transfer in immediately
available funds at such place and to such account as may be designated by the Collateral Agent and the Collateral Agent will purchase
the Special Event Treasury Portfolio on behalf of the holders of Corporate Units and remit the remainder of the Redemption Price,
if any, to the Purchase Contract Agent for payment to the holders. Thereafter, the applicable ownership interests in the Special
Event Treasury Portfolio will be substituted for the Applicable Ownership Interests in Debentures of the ____________ Series and
will be pledged to NextEra Energy, through the Collateral Agent to secure the Corporate Unit holders’ obligations to purchase
Common Stock under the Purchase Contracts.


 


“Special Event”
means either a Tax Event or an Accounting Event.


 


“Accounting Event”
means the receipt by the audit committee of NextEra Energy’s Board of Directors (or, if there is no such committee, by such
Board of Directors) of a written report in accordance with Statement on Auditing Standards (“SAS”) No. 97,
“Amendment to SAS No. 50—Reports on the Application of Accounting Principles,” from NextEra Energy’s
independent auditors, provided at the request of NextEra Energy management, to the effect that, as a result of a change in accounting
rules that becomes effective after __________________, NextEra Energy must either (a) account for the Purchase Contracts as derivatives
or otherwise mark-to-market or measure the fair value of all or any portion of the Purchase Contracts with changes appearing in
NextEra Energy’s income statement) or (b) account for the Equity Units using the if-converted method, and that such accounting
treatment will cease to apply upon redemption of the Debentures of the ____________ Series.


 




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“Tax Event”
means the receipt by the Company of an opinion of nationally recognized independent tax counsel experienced in such matters (which
may be Morgan, Lewis & Bockius LLP or Squire Patton Boggs (US) LLP) to the effect that there is more than an insubstantial
risk that interest payable by the Company on the Debentures of the ____________ Series would not be deductible, in whole or in
part, by the Company for U.S. federal income tax purposes as a result of (a) any amendment to, change in, or announced proposed
change in, the laws, or any regulations thereunder, of the U.S. or any political subdivision or taxing authority thereof or therein
affecting taxation, (b) any amendment to or change in an interpretation or application of any such laws or regulations by any legislative
body, court, governmental agency or regulatory authority or (c) any interpretation or pronouncement by any legislative body, court,
governmental agency or regulatory authority that provides for a position with respect to any such laws or regulations that differs
from the generally accepted position on __________________, which amendment, change or proposed change is effective or which interpretation
or pronouncement is announced on or after __________________.


 


“Redemption
Amount” means


 


(a)          in
the case of a Special Event Redemption occurring


 


(i)          prior
to the earlier of (x) a Successful Remarketing, or (y) the Purchase Contract Settlement Date, for each Debenture of the ____________
Series, the product of the principal amount of that Debenture of the ____________ Series and a fraction, the numerator of which
is the Special Event Treasury Portfolio Purchase Price and the denominator of which is the aggregate principal amount of the Debentures
of the ____________ Series that are a component of the Corporate Units on the Special Event Redemption Date, and


 


(ii)        on
or after (x) a Successful Remarketing, or (y) the Purchase Contract Settlement Date, for each Debenture of the ____________ Series
Outstanding on the Special Event Redemption Date, the principal amount of the Debenture of the ____________ Series.


 


(b)          in
the case of a Mandatory Redemption occurring


 


(i)          prior
to the earlier of (x) a Successful Remarketing, or (y) the Purchase Contract Settlement Date, for each Debenture of the ____________
Series, the product of the principal amount of that Debenture of the ____________ Series and a fraction, the numerator of which
is the Mandatory Redemption Treasury Portfolio Purchase Price and the denominator of which is the aggregate principal amount of
the Debentures of the ____________ Series that are a component of the Corporate Units on the date of the Mandatory Redemption (the
“Mandatory Redemption Date”), and


 


(ii)        on
or after (x) a Successful Remarketing, or (y) the Purchase Contract Settlement Date, for each Debenture of the ____________ Series
Outstanding on the Mandatory Redemption Date, the principal amount of the Debenture of the ____________ Series.


 




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“Mandatory Redemption
Treasury Portfolio Purchase Price” means the lowest aggregate price quoted by a primary U.S. government securities dealer
in New York City to the Quotation Agent on the third Business Day immediately preceding the Mandatory Redemption Date for the purchase
of the Treasury portfolio consisting of same securities as the Special Event Treasury Portfolio for settlement on the Mandatory
Redemption Date.


 


“Special Event Treasury
Portfolio Purchase Price” means the lowest aggregate price quoted by a primary U.S. government securities dealer in New
York City to the Quotation Agent on the third Business Day immediately preceding the Special Event Redemption Date for the purchase
of the Special Event Treasury Portfolio for settlement on the Special Event Redemption Date.


 


The Treasury Portfolio to
be purchased in connection with a Special Event Redemption, herein referred to as “Special Event Treasury Portfolio”,
will consist of:


 


(i)        U.S. Treasury
securities (or principal or interest strips thereof) that mature on or prior to _______________ in an aggregate amount at maturity
equal to the aggregate principal amount of the Debentures of the ____________ Series that are a component of the Corporate Units,
and


 


(ii)      with
respect to each scheduled Interest Payment Date on the Debentures of the ____________ Series that occurs after the Special Event
Redemption Date and on or prior to _______________________ Treasury securities (or principal or interest strips thereof) that
mature on or prior to such scheduled Interest Payment Date in an aggregate amount at maturity equal to the aggregate interest payment
that would be due on the aggregate principal amount of the Debentures of the ____________ Series that are a component of the Corporate
Units on such Interest Payment Date (assuming no Special Event Redemption) and accruing from and including the immediately preceding
Interest Payment Date to which interest has been paid.


 


Notice of any redemption will
be mailed at least thirty (30) days but not more than sixty (60) days before the Special Event Redemption Date to each registered
Holder of Debentures of the ____________ Series to be redeemed at its registered address as more fully provided in the Indenture.
Unless the Company defaults in payment of the Redemption Price, on and after the Special Event Redemption Date interest shall cease
to accrue on such Debentures of the ____________ Series.


 


8.    Debentures
of the ____________ Series are subject to a put right (the “Put Right”) in the following circumstances:


 


(a)         Each
Holder of Separate Debentures of the ____________ Series may exercise its Put Right, in the event of a Failed Remarketing during
the Final Three-Day Remarketing Period by providing written notice at least two Business Days prior to the Purchase Contract Settlement
Date. The Put Price will be paid to such Holder on the Purchase Contract Settlement Date. The “Put Price” will
be equal to the principal amount of the Separate Debentures of the ____________ Series of such Holder, plus accrued and unpaid
interest, if any, to, but excluding, the Purchase Contract Settlement Date.


 




    	 	-10-	 



     


    

 


(b)        Each
Holder of an Applicable Ownership Interest in Debentures of the ____________ Series will be deemed to have automatically exercised
its Put Right, in the event of a Failed Remarketing during the Final Three-Day Remarketing Period, unless, on the second Business
Day immediately prior to the Purchase Contract Settlement Date, such Holder provides written notice to the Purchase Contract Agent
of its intention to settle the related Purchase Contracts with separate cash and, on or prior to the Business Day immediately preceding
the Purchase Contract Settlement Date, delivers to the Collateral Agent $50 in cash per each of such Holder’s related Purchase
Contracts. As provided in Section 5.4 of the Purchase Contract Agreement, each Holder of an Applicable Ownership Interest
in Debentures of the ____________ Series will be deemed to have elected to apply a portion of the Put Price equal to the principal
amount of such Holder’s Debentures of the ____________ Series underlying the Applicable Ownership Interests in Debentures
of the ____________ Series against such Holder’s obligations to NextEra Energy under the related Purchase Contracts, thereby
satisfying such obligations in full, and NextEra Energy will deliver to such Holder the Common Stock issued in accordance with
each related Purchase Contract. Any amount of the Put Price remaining following settlement of each such Purchase Contract will
be delivered to the Purchase Contract Agent for the benefit of such Holder.


 


9.    Initially
(a) the Debentures of the ____________ Series will be issued in certificated form registered in the name of The Bank of New York
Mellon, as Purchase Contract Agent, under the Purchase Contract Agreement dated as of _________________ between NextEra Energy
and The Bank of New York Mellon, as Purchase Contract Agent (the “Purchase Contract Agreement”), as a component
of Corporate Units; and (b) the Separate Debentures of the ____________ Series, if any, will be issued in global form in the name
of Cede & Co. (as nominee for The Depository Trust Company (“DTC”), the initial Depositary for the Debentures
of the ____________ Series that are not a component of Corporate Units), and may bear such legends as either the Purchase Contract
Agent or DTC, respectively, may reasonably request.


 


10.  If
the Company shall make any deposit of money and/or Eligible Obligations with respect to any Debentures 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 Debentures
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 Debentures 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 accompanied by an opinion of an independent public accountant of nationally recognized standing,
selected by the Trustee, showing the calculation thereof; 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 Debentures
of the ____________ Series, or the applicable portion of the principal amount thereof, will not recognize income, gain or loss
for U.S. 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 U.S. 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.


 




    	 	-11-	 



     


    

 


11.     The
Debentures of the ____________ Series will be absolutely, irrevocably and unconditionally guaranteed as to payment of principal,
interest and premium, if any, by NextEra Energy, as Guarantor (the “Guarantor”), pursuant to a Guarantee Agreement,
dated as of June 1, 1999, between the Guarantor and The Bank of New York Mellon (as Guarantee Trustee) (the “Guarantee
Agreement”). [The following shall constitute “Guarantor Events” with respect to the Debentures of
the ____________ Series:


 


(A)    the
failure of the Guarantee Agreement to be in full force and effect;


 


(B)     the
entry by a court having jurisdiction with respect to the Guarantor of (i) a decree or order for relief in respect of the Guarantor
in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency or other similar law or (ii)
a decree or order adjudging the Guarantor bankrupt or insolvent, or approving as properly filed a petition by one or more entities
other than the Guarantor seeking reorganization, arrangement, adjustment or composition of or in respect of the Guarantor under
any applicable Federal or State bankruptcy, insolvency or other similar law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official for the Guarantor or for any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and any such decree or order for relief or any such other decree or order shall have
remained unstayed and in effect for a period of ninety (90) consecutive days; or


 


(C)     the
commencement by the Guarantor of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency or
other similar law or of any other case or proceeding seeking for the Guarantor to be adjudicated bankrupt or insolvent, or the
consent by the Guarantor to the entry of a decree or order for relief in respect of itself in a case or proceeding under any applicable
Federal or State bankruptcy, insolvency or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against the Guarantor, or the filing by the Guarantor of a petition or answer or consent seeking reorganization or relief under
any applicable Federal or State bankruptcy, insolvency or other similar law, or the consent by the Guarantor to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Guarantor or of any substantial part of its property, or the making by the Guarantor of an assignment for
the benefit of creditors, or the admission by the Guarantor in writing of its inability to pay its debts generally as they become
due, or the authorization of such action by the Board of Directors of the Guarantor.


 


Notwithstanding anything to
the contrary contained in the Debentures of the ____________ Series, this certificate or the Indenture, the Company shall, if a
Guarantor Event shall occur and be continuing, redeem all of the Outstanding Debentures of the ____________ Series within sixty
(60) days after the occurrence of such Guarantor Event (the “Mandatory Redemption”) at a Redemption Price
specified below unless, within thirty (30) days after the occurrence of such Guarantor Event, S&P Global Ratings, a division
of S&P Global, Inc., and Moody’s Investors Service, Inc. (if the Debentures of the ____________ Series are then rated
by those rating agencies, or, if the Debentures of the ____________ Series are then rated by only one of those rating agencies,
then such rating agency, or, if the Debentures of the ____________ Series are not then rated by either one of those rating agencies
but are then rated by one or more other nationally recognized rating agencies, then at least one of those other nationally recognized
rating agencies) shall have reaffirmed in writing that, after giving effect to such Guarantor Event, the credit rating on the Debentures
of the ____________ Series shall be investment grade (i.e. in one of the four highest categories, without regard to subcategories
within such rating categories, of such rating agency).


 




    	 	-12-	 



     


    

 


If the Mandatory Redemption
occurs (i) prior to _________________, if the Purchase Contracts have been previously or concurrently terminated, the Redemption
Price will be equal to the principal amount of each Debenture of the ____________ Series; (ii) prior to _________________, if the
Purchase Contracts have not been so previously or concurrently terminated, the Redemption Price will be equal to the Redemption
Amount for each Debenture of the ____________ Series and such Redemption Price payable with respect to the Debentures of the Thirty-First
Series that are a component of the Corporate Units at the time of the Mandatory Redemption will be distributed to the Collateral
Agent as described in Paragraph 7 with respect to the Special Event Redemption; or (iii) on or after _________________,
the Redemption Price will be equal to the principal amount of each Debenture of the ____________ Series; in each case, together
with accrued and unpaid interest, if any, to, but excluding, the Mandatory Redemption Date.]


 


12.      [With
respect to the Debentures of the ____________ Series, each of the following events shall be an additional Event of Default under
the Indenture:


 


(A)     the
consolidation of the Guarantor with or merger of the Guarantor into any other Person, or the conveyance or other transfer or lease
by the Guarantor of its properties and assets substantially as an entirety to any Person, unless


 


(i)     the
Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or other transfer,
or which leases, the properties and assets of the Guarantor substantially as an entirety shall be a Person organized and existing
under the laws of the U.S., any State thereof or the District of Columbia, and shall expressly assume the obligations of the Guarantor
under the Guarantee Agreement; and


 


(ii)     immediately
after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; or


 


(B)      the
failure of the Company to redeem the Outstanding Debentures of the ____________ Series if and as required by Paragraph 11
hereof.]


 


13.    [If
a Guarantor Event occurs and the Company is not required to redeem the Debentures of the ____________ Series pursuant to Paragraph 11
hereof, the Company will provide to the Trustee and the Holders of the Debentures of the ____________ Series annual and quarterly
reports containing the information that the Company would be required to file with the Securities and Exchange Commission under
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 if it were subject to the reporting requirements of
either of those Sections; provided, that if the Company is, at that time, subject to the reporting requirements of
either of those Sections, the filing of annual and quarterly reports with the Securities and Exchange Commission pursuant to either
of those Sections will satisfy the foregoing requirement.]


 


14.    The
Debentures of the ____________ Series that are a component of the Corporate Units will be issued in certificated form, will be
in denominations of $1,000 and integral multiples of $1,000, without coupons; provided, however, that
upon release by the Collateral Agent of Debentures of the ____________ Series underlying the Applicable Ownership Interests in
Debentures of the ____________ Series pledged to secure the Corporate Units holders’ obligations under the related Purchase
Contracts (other than any release of the Debentures of the ____________ Series in connection with the creation of Treasury Units,
an Early Settlement, a Fundamental Change Early Settlement, or a Remarketing) the Debentures of the ____________ Series will be
issuable in denominations of $50 principal amount and integral multiples thereof.


 




    	 	-13-	 



     


    

 


15.     The
Company reserves the right to require legends on Debentures of the ______________ Series as it may determine are necessary to ensure
compliance with the securities laws of the United States and the states therein and any other applicable laws.


 


16.     No
service charge shall be made for the registration of transfer or exchange of the Debentures 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.


 


17.     The
Debentures of the ____________ Series shall have such other terms and provisions as are provided in the form set forth as Exhibit A
hereto.


 


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


 


19.     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.


 


20.     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.


 


21.     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 Debentures of the ____________ Series
requested in the accompanying Company Order No. __ have been complied with.


 




    	 	-14-	 



     


    

  


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


 


	 	 	 	 	 


 




     


     


    

  


Appendix A


 


Defined Terms


 


“Accounting Event”
shall have the meaning set forth in Paragraph 7.


 


“Applicable Ownership
Interest in Debentures of the ____________ Series” means a 5% undivided beneficial ownership interest in $1,000 principal
amount of Debentures of the ____________ Series that is a component of a Corporate Unit, and “Applicable Ownership Interests
in Debentures of the ____________ Series” means the aggregate of each Applicable Ownership Interest in Debentures of
the ____________ Series that is a component of all Corporate Units then outstanding.


 


“Collateral Agent”
shall have the meaning set forth in Paragraph 7.


 


“Common Stock”
shall have the meaning set forth in Paragraph 7.


 


“Company”
shall have the meaning set forth in the first paragraph.


 


“Contract Adjustment
Payments” shall have the meaning specified in the Purchase Contract Agreement.


 


“Contract Settlement
Price” shall have the meaning set forth in Paragraph 3.


 


“Corporate Units”
shall have the meaning specified in the Purchase Contract Agreement.


 


“Custodial Agent”
shall have the meaning set forth in Paragraph 7.


 


“Debentures of the
____________ Series” shall have the meaning set forth in Paragraph 1.


 


“Depositary”
means a clearing agency registered under Section 17A of the Securities Exchange Act of 1934, as amended, that is designated
to act as Depositary for the Corporate Units, Treasury Units and Separate Debentures pursuant to the Purchase Contract Agreement.


 


“DTC” shall
have the meaning set forth in Paragraph 9.


 


“Early Settlement”
shall have the meaning specified in the Purchase Contract Agreement.


 


“Failed Remarketing”
will occur if, in spite of using their commercially reasonable efforts, the Remarketing Agents cannot remarket the


 


(i)          Pledged
Debentures of the ____________ Series and


 


(ii)         the
Separate Debentures of the ____________ Series, if any, the Holders of which have elected to participate in such Remarketing,


 




    	 	-16-	 



     


    

  


(a) during any Three-Day Remarketing
Period during the Period for Early Remarketing at a price not less than 100% of the sum of the Remarketing Treasury Portfolio Purchase
Price plus the Separate Debentures Purchase Price, (b) during the Final Three-Day Remarketing Period at a price not less than 100%
of the aggregate principal amount of the Debentures of the ____________ Series being remarketed, or (c) because a condition precedent
set forth in the Purchase Contract Agreement is not fulfilled.


 


“Final Remarketing
Date” shall mean the third Business Day immediately preceding _________________.


 


“Final Three-Day
Remarketing Period” shall mean the Three-Day Remarketing Period beginning on and including the fifth Business Day, and
ending on and including the third Business Day, prior to _________________.


 


“Fundamental Change
Early Settlement” shall have the meaning specified in the Purchase Contract Agreement.


 


“Guarantee Agreement”
shall have the meaning set forth in Paragraph 11.


 


“Guarantor”
shall have the meaning set forth in Paragraph 11.


 


“Guarantor Events”
shall have the meaning set forth in Paragraph 11.


 


“Indenture”
shall have the meaning set forth in the first paragraph.


 


“Interest Payment
Dates” shall have the meaning set forth in Paragraph 3.


 


“Interest Rate”
shall have the meaning set forth in Paragraph 3.


 


“Mandatory Redemption”
shall have the meaning set forth in Paragraph 11.


 


“Mandatory Redemption
Date” shall have the meaning set forth in Paragraph 7.


 


“Mandatory Redemption
Treasury Portfolio Purchase Price” shall have the meaning set forth in Paragraph 7.


 


“Minimum Price”
shall have the meaning set forth in Paragraph 3.


 


“NextEra Energy”
shall mean NextEra Energy, Inc., a Florida corporation.


 


“Period for Early
Remarketing” shall mean the period beginning on and including the fifth Business Day prior to _____________ and ending
on and including the ninth Business Day preceding _________________.


 


“Pledge Agreement”
shall have the meaning set forth in Paragraph 7.


 


“Pledged Debentures
of the ____________ Series” shall mean Applicable Ownership Interests in Debentures of the ____________ Series from time
to time credited to the Collateral Account and not then released from the lien and security interest in the Collateral created
by the Pledge Agreement.


 


“Purchase Contract”
shall have the meaning specified in the Purchase Contract Agreement.


 


“Purchase Contract
Agent” shall have the meaning set forth in Paragraph 3.


 




    	 	-17-	 



     


    

  


“Purchase Contract
Agreement” shall have the meaning set forth in Paragraph 9.


 


“Purchase Contract
Settlement Date” shall mean _________________.


 


“Put Price”
shall have the meaning set forth in Paragraph 8.


 


“Put Right”
shall have the meaning set forth in Paragraph 8.


 


“Quarterly Interest
Payment Date” shall have the meaning set forth in Paragraph 3.


 


“Quotation Agent”
shall have the meaning set forth in Paragraph 3.


 


“Redemption Amount”
shall have the meaning set forth in Paragraph 7.


 


“Regular Record Date”
shall have the meaning set forth in Paragraph 5.


 


“Remarketed Debentures
of the ____________ Series” shall have the meaning set forth in Paragraph 3.


 


“Remarketing”
means the remarketing of the Debentures of the ____________ Series pursuant to the Remarketing Agreement during a Three-Day Remarketing
Period.


 


“Remarketing Agents”
shall have the meaning set forth in Paragraph 3.


 


“Remarketing Agreement”
shall have the meaning set forth in Paragraph 3.


 


“Remarketing Announcement”
shall have the meaning set forth in Paragraph 3.


 


“Remarketing Announcement
Date” shall have the meaning set forth in Paragraph 3.


 


“Remarketing Dates”
shall mean one or more Business Days during the period beginning on the fifth Business Day immediately preceding _____________
and ending on the third Business Day immediately preceding _________________ selected by the Company as a date on which the Remarketing
Agents shall, in accordance with the terms of the Remarketing Agreement, remarket the Debentures of the ____________ Series.


 


“Remarketing Fee”
shall mean (a) in connection with a Successful Remarketing during the Period for Early Remarketing, the amount that may be deducted
from any portion of the proceeds from the Remarketing that is in excess of the sum of the Remarketing Treasury Portfolio Purchase
Price and the aggregate Separate Debentures Purchase Price equal to [25] basis points ([0.25]%) of the sum of the Remarketing Treasury
Portfolio Purchase Price and the Separate Debentures Purchase Price; or (b) in connection with a Successful Remarketing during
the Final Three-Day Remarketing Period, the amount that may be deducted from any portion of the proceeds from the Remarketing that
is in excess of the aggregate principal amount of the Remarketed Debentures of the ____________ Series equal to [25] basis
points ([0.25]%) of the aggregate principal amount of the Remarketed Debentures of the ____________ Series.


 


“Remarketing Per
Debenture of the ____________ Series Price” means an amount equal to the Remarketing Treasury Portfolio Purchase Price
divided by the number of the Debentures of the ____________ Series that are a component of Corporate Units remarketed on any Successful
Remarketing Date during the Period for Early Remarketing.


 




    	 	-18-	 



     


    

  


“Remarketing Price”
shall have the meaning set forth in Paragraph 3.


 


“Remarketing Treasury
Portfolio” shall have the meaning set forth in Paragraph 3.


 


“Remarketing Treasury
Portfolio Purchase Price” shall have the meaning set forth in Paragraph 3.


 


“Reset Effective
Date” shall have the meaning set forth in Paragraph 3.


 


“Reset Rate”
shall have the meaning set forth in Paragraph 4.


 


“SAS” shall
have the meaning set forth in Paragraph 7.


 


“Separate Debentures
of the ____________ Series” means Debentures of the ____________ Series that are not a component of Corporate Units.


 


“Separate Debentures
Purchase Price” means the amount in cash equal to the product of the Remarketing Per Debenture of the ____________ Series
Price multiplied by the number of Separate Debentures of the ____________ Series remarketed in a Remarketing during the Period
for Early Remarketing.


 


“Special Event”
shall have the meaning set forth in Paragraph 7.


 


“Special Event Redemption”
shall have the meaning set forth in Paragraph 7.


 


“Special Event Redemption
Date” shall have the meaning set forth in Paragraph 7.


 


“Special Event Treasury
Portfolio” shall have the meaning set forth in Paragraph 7.


 


“Special Event Treasury
Portfolio Purchase Price” shall have the meaning set forth in Paragraph 7.


 


“Stated Maturity
Date” shall have the meaning set forth in Paragraph 2.


 


“Subsequent Interest
Payment Date” shall have the meaning set forth in Paragraph 3.


 


“Successful Early
Remarketing” occurs when the Remarketing Agents are able to remarket the Pledged Debentures of the ____________ Series
and the Separate Debentures of the ____________ Series participating in such Remarketing, if any, at a price equal to or greater
than 100% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Debentures Purchase Price.


 


“Successful Final
Remarketing” occurs when the Remarketing Agents are able to remarket the Pledged Debentures of the ____________ Series
and the Separate Debentures of the ____________ Series participating in such Remarketing, if any, at a price equal to or greater
than 100% of the aggregate principal amount of the Remarketed Debentures of the ____________ Series.


 


“Successful Remarketing”
means a Successful Early Remarketing or a Successful Final Remarketing.


 




    	 	-19-	 



     


    

  


“Successful Remarketing
Date” means the Remarketing Date on which the Debentures of the ____________ Series participating in such Remarketing
are successfully remarketed in accordance with the provisions of the Remarketing Agreement.


 


“Tax Event”
shall have the meaning set forth in Paragraph 7.


 


“Three-Day Remarketing
Period” shall mean a period beginning on and including the first of three sequential Remarketing Dates and ending on
and including the third of such sequential Remarketing Dates during which Debentures of the ____________ Series will be remarketed
in accordance with the provisions of the Remarketing Agreement.


 


“Treasury Unit”
shall have the meaning specified in the Purchase Contract Agreement.


 


“Trustee”
shall have the meaning set forth in the first paragraph.


 


“U.S.”
means the United States of America, its Territories, its possessions and other areas subject to its political jurisdiction.


 




    	 	-20-	 



     


    

  


Exhibit A


 


[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
NextEra Energy Capital Holdings, Inc. 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 DEBENTURE]


 


NEXTERA ENERGY CAPITAL HOLDINGS,
INC.


 


SERIES __ DEBENTURE DUE _______________


 


NEXTERA ENERGY CAPITAL
HOLDINGS, INC., 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, as set forth on Schedule I hereto, on the Stated Maturity Date, and to pay interest
on said principal amount from __________________ or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, quarterly in arrears on _______, ______, ___________ and __________ of each year (each a “Quarterly
Interest Payment Date”), commencing ________________, at the rate of ____% per annum to, but excluding, the Reset Effective
Date, if any, and thereafter semi-annually in arrears on the Subsequent Interest Payment Dates (together with the Quarterly Interest
Payment Dates and the Reset Effective Date, the “Interest Payment Dates”) at the Reset Rate, in each case on
the basis of a 360-day year consisting of twelve 30-day months, until the principal hereof is paid or duly provided for or made
available for payment, and (to the extent that the payment of such interest shall be legally enforceable) to pay interest, compounded
quarterly, at the rate of ____% per annum on any overdue principal and payment of interest to, but excluding, the Reset Effective
Date, if any, and thereafter, compounded semi-annually, at the Reset Rate, if any. 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 been paid or duly provided for.


 




     


     


    

  


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
any 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), except that, if
such Business Day is in the next succeeding calendar year, then such payment shall be made on the immediately preceding Business
Day, in each case, with the same force and effect as if made on the Interest Payment Date. The interest so payable, and punctually
paid or duly provided for, on any 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 any Predecessor Security, is registered
at the close of business on the “Regular Record Date” for such interest installment, which (a) as long as all
of the Securities of this series remain in certificated form and are held by the Purchase Contract Agent or are held by a securities
depository in book-entry only form, will be one Business Day prior to the corresponding Interest Payment Date, or (b) if the Securities
of this series are in certificated form, but all are not held by the Purchase Contract Agent, or are not held by a securities depository
in book-entry only form, will be at least one Business Day but not more than sixty (60) Business Days prior to such corresponding
Interest Payment Date, as selected by the Company; provided that, unless the Purchase Contracts described in the
Purchase Contract Agreement have been terminated, such Regular Record Date must be the same as the record date for payment of distributions
and Contract Adjustment Payments for the Corporate Units described in the Purchase Contract Agreement; and provided further
that interest payable on the Stated Maturity 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 any Predecessor Security,
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.


 


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.


 


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 New York, New York.


 


	 	NEXTERA ENERGY CAPITAL HOLDINGS, INC.


 


	 	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 DEBENTURE]


 


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 June 1, 1999 (herein, together
with any amendments thereto, 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.


 


Unless an earlier
Special Event Redemption or Mandatory Redemption has occurred, this Security shall mature and the principal amount thereof shall
be due and payable together with all accrued and unpaid interest thereon on the Stated Maturity Date. The “Stated Maturity
Date” shall mean _________________.


 


If a Special Event
shall occur and be continuing, the Company may, at its option, redeem the Securities of this series in whole, but not in part,
at any time, at a price per Security equal to the Redemption Price as set forth in the Officer’s Certificate.


 


If this Security
is not a component of Corporate Units, the Holder of this Security may, on or prior to the second Business Day, but no earlier
than the fifth Business Day, immediately preceding the first Remarketing Date of any Three-Day Remarketing Period, elect to have
this Security remarketed, by delivering this Security, along with a notice of such election to ________________________________,
as Collateral Agent and Custodial Agent, for Remarketing in accordance with the Pledge Agreement dated as of _________________
between NextEra Energy, Inc., The Bank of New York Mellon and ____________________________________, as Collateral Agent, Custodial
Agent and Securities Intermediary.


 


The Securities of
this series are subject to a put right (the “Put Right”) in the following circumstances:


 


(A)     If
there has not been a Successful Remarketing prior to the Purchase Contract Settlement Date, each Holder of Securities of this series
that are not part of a Corporate Unit may exercise its Put Right by providing written notice at least two Business Days prior to
the Purchase Contract Settlement Date, all as more fully described in the Officer’s Certificate. The Put Price will be paid
to such Holder on the Purchase Contract Settlement Date. The “Put Price” will be equal to the principal amount
of such Securities, plus accrued and unpaid interest, if any, to, but excluding, the Purchase Contract Settlement Date.


 




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(B)     If
there has not been a Successful Remarketing prior to the Purchase Contract Settlement Date, each Holder of a 5% undivided beneficial
ownership interest in $1,000 principal amount of Securities that is a component of a Corporate Unit (the “Applicable Ownership
Interest in Securities”) will be deemed to have automatically exercised its Put Right, upon a Failed Remarketing during
the Final Three-Day Remarketing Period, unless, on the second Business Day immediately prior to the Purchase Contract Settlement
Date, such Holder provides written notice to the Purchase Contract Agent of its intention to settle the related Purchase Contracts
with separate cash and, on or prior to the Business Day immediately preceding the Purchase Contract Settlement Date, delivers to
the Collateral Agent $50 in cash per each of such Holder’s related Purchase Contracts. As described in the Purchase Contract
Agreement, each Holder of an Applicable Ownership Interest in Securities who has not settled the related Purchase Contracts with
separate cash will be deemed to have elected to apply a portion of the Put Price equal to the principal amount of such Holder’s
Applicable Ownership Interest in Securities against such Holder’s obligations to NextEra Energy under the related Purchase
Contracts, thereby satisfying such obligations in full, and NextEra Energy will deliver to such Holder its common stock, $0.01
par value, issued in accordance with each related Purchase Contract. Any amount of the Put Price remaining following settlement
of each such Purchase Contract will be delivered to the Purchase Contract Agent for the benefit of such Holder.


 


The Put Right of
a Holder of the Securities of this series that are not part of a Corporate Unit shall only be exercisable upon delivery to the
Company, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract
Settlement Date, at the offices of the agency of the Company in New York City, the Securities of this series to be repaid with
the form entitled “Option to Elect Repayment” on the reverse of or otherwise accompanying such Securities duly completed.
Any such notice received by the Company shall be irrevocable. All questions as to the validity, eligibility (including time of
receipt) and acceptance of the Securities of this series for repurchase shall be determined by the Company, whose determination
shall be final and binding. The payment of the Put Price in respect of such Securities of this series shall be made, either through
the Trustee or the Company acting as Paying Agent on the Purchase Contract Settlement Date.


 


The Securities of
this series will be absolutely, irrevocably and unconditionally guaranteed as to payment of principal, interest and premium, if
any, by NextEra Energy, as Guarantor (the “Guarantor”), pursuant to a Guarantee Agreement, dated as of June 1,
1999, between the Guarantor and The Bank of New York Mellon (as Guarantee Trustee) (the “Guarantee Agreement”).
[The following shall constitute “Guarantor Events” with respect to the Securities of this series:


 


(A)     the
failure of the Guarantee Agreement to be in full force and effect;


 


(B)     the
entry by a court having jurisdiction with respect to the Guarantor of (i) a decree or order for relief in respect of the Guarantor
in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency or other similar law or (ii)
a decree or order adjudging the Guarantor bankrupt or insolvent, or approving as properly filed a petition by one or more entities
other than the Guarantor seeking reorganization, arrangement, adjustment or composition of or in respect of the Guarantor under
any applicable Federal or State bankruptcy, insolvency or other similar law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official for the Guarantor or for any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and any such decree or order for relief or any such other decree or order shall have
remained unstayed and in effect for a period of ninety (90) consecutive days; or


 




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(C)     the
commencement by the Guarantor of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency or
other similar law or of any other case or proceeding seeking for the Guarantor to be adjudicated bankrupt or insolvent, or the
consent by the Guarantor to the entry of a decree or order for relief in respect of itself in a case or proceeding under any applicable
Federal or State bankruptcy, insolvency or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against the Guarantor, or the filing by the Guarantor of a petition or answer or consent seeking reorganization or relief under
any applicable Federal or State bankruptcy, insolvency or other similar law, or the consent by the Guarantor to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Guarantor or of any substantial part of its property, or the making by the Guarantor of an assignment for
the benefit of creditors, or the admission by the Guarantor in writing of its inability to pay its debts generally as they become
due, or the authorization of such action by the Board of Directors of the Guarantor.


 


Notwithstanding
anything to the contrary contained in the Securities of this series, the Officer’s Certificate dated __________________ creating
the Securities of this series, or the Indenture, the Company shall, if a Guarantor Event shall occur and be continuing, redeem
all of the Outstanding Securities of this series within sixty (60) days after the occurrence of such Guarantor Event (the “Mandatory
Redemption”) at a Redemption Price specified below unless, within thirty (30) days after the occurrence of such Guarantor
Event, S&P Global Ratings, a division of S&P Global, Inc., and Moody’s Investors Service, Inc. (if the Securities
of this series are then rated by those rating agencies, or, if the Securities of this series are then rated by only one of those
rating agencies, then such rating agency, or, if the Securities of this series are not then rated by either one of those rating
agencies but are then rated by one or more other nationally recognized rating agencies, then at least one of those other nationally
recognized rating agencies) shall have reaffirmed in writing that, after giving effect to such Guarantor Event, the credit rating
on the Securities of this series shall be investment grade (i.e. in one of the four highest categories, without regard to subcategories
within such rating categories, of such rating agency).


 


If the Mandatory
Redemption occurs (i) prior to _________________ and if the Purchase Contracts have been previously or concurrently terminated,
the Redemption Price for each Security of this series will be equal to the principal amount of such Security; (ii) prior to _________________,
if the Purchase Contracts have not been so previously or concurrently terminated, the Redemption Price will be equal to the Redemption
Amount for each Security of this series and such Redemption Price payable with respect to such Security that is a component of
the Corporate Units at the time of the Mandatory Redemption will be distributed to the Collateral Agent on the date of Mandatory
Redemption in exchange for each Security of this series pledged to the Collateral Agent, as provided in the Officer’s Certificate;
or (iii) on or after _________________, the Redemption Price will be equal to the principal amount of each Security; in each case,
together with accrued and unpaid interest, if any, to, but excluding, the date of Mandatory Redemption.


 


If a Guarantor Event
occurs and the Company is not required to redeem the Securities of this series pursuant to the preceding paragraph, the Company
will provide to the Trustee and the Holders of the Securities of this series annual and quarterly reports containing the information
that the Company would be required to file with the Securities and Exchange Commission under Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 if it were subject to the reporting requirements of either of those Sections; provided,
that if the Company is, at that time, subject to the reporting requirements of either of those Sections, the filing of annual and
quarterly reports with the Securities and Exchange Commission pursuant to either of those Sections will satisfy the foregoing requirement.]


 


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.


 




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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.


 


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 $1,000 and integral multiples thereof, except
as provided for in the Officer’s Certificate. As provided in the Indenture and subject to certain limitations therein set
forth and set forth in the Officer’s Certificate, 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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SCHEDULE I


 


The initial amount of the Securities evidenced
by this certificate is $_______________;


CHANGES TO PRINCIPAL AMOUNT OF SECURITIES EVIDENCED
BY THIS CERTIFICATE


 


	Date	 	Amount of

decrease in

principal amount 

of this Security	 	Amount of

increase in

principal amount 

of this Security	 	Principal amount 

of this Security 

following such 

decrease or 

increase	 	Signature of 

authorized 

signatory of 

Trustee or 

Security 

Registrar
	 	 	 	 	 	 	 	 	 


 




    	 	A - 8	 



     


    

  


OPTION TO ELECT REPAYMENT


 


The undersigned
hereby irrevocably requests and instructs the Company to repay $________ principal amount of the within Security, pursuant to its
terms, on the “Purchase Contract Settlement Date,” together with any interest thereon accrued but unpaid to, but excluding,
the date of repayment, to the undersigned at:


 


 





 






(Please print or type name and address of the undersigned)


 


and to issue to the undersigned, pursuant
to the terms of the Security, a new Security or Securities representing the remaining aggregate principal amount of this Security.


 


For this Option to Elect Repayment to
be effective, this Security with the Option to Elect Repayment duly completed must be received by the Company at the offices of
its agency in New York City, no later than 5:00 p.m., New York City time, on the second Business Day prior to _________________.


 


Dated:


 


	 	Signature:	 
	 	 	 
	 	Signature Guarantee:	 


 


Note: The signature to this Option to
Elect Repayment must correspond with the name as written upon the face of the within Security without alternation or enlargement
or any change whatsoever.


 


SIGNATURE GUARANTEE


 


Signatures must
be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.


 




    	 	A - 9	 



     


    

  


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
assigns and transfers this Series _ Debenture due _________________ to:


 


 





 



 





 



 





 






(Insert assignee’s social security or tax identification number)


 


 


 






 





 



  


 






 (Insert address and zip code of
assignee)


  


and irrevocably appoints


 


 





 



 





 



 





 









 


agent to transfer this Security on the
books of the Security Register. The agent may substitute another to act for him or her.


 


Date:                      


 


	 	Signature:	 
	 	 	 
	 	Signature Guarantee:	 


 


(Sign exactly as your name appears on
the other side of this Security)


 


SIGNATURE GUARANTEE


 


Signatures must
be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.


 




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