Exhibit 4(l)


 


This instrument was prepared by:



Florida Power & Light Company

700 Universe Boulevard

Juno Beach, Florida 33408


 


 



  


FLORIDA POWER & LIGHT COMPANY




 


to


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


(formerly known as Bankers Trust
Company)


 


As Trustee under Florida Power
& Light

Company’s Mortgage and Deed of Trust,

Dated as of January 1, 1944.


 


________________________ Supplemental
Indenture


 


[Relating to $___________ Principal
Amount

of First Mortgage Bonds, ____% Series

due _________, ____]


 


[Relating to a Principal Amount

Not To Exceed $____

of First Mortgage Bonds, designated

Secured Medium-Term Notes, Series ____]






 


Dated as of ___________, ____


 


 



 




     


     


    

  


FLORIDA POWER & LIGHT COMPANY


 


Reconciliation and
Tie of Provisions of Trust Indenture Act of 1939 to provisions of Mortgage and Deed of Trust to Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company) and The Florida National Bank of Jacksonville (now resigned), as Trustees, dated as of
January 1, 1944, as amended.


 





	Sections of Act:	 	
        Sections of Mortgage and

        Supplemental Indentures

	 	 	 
	310(a) (1) (2) (3)	 	Mortgage, 35(a), 88 and 103
	310(a) (4)	 	Not Applicable
	310(b)	 	Mortgage, 99; First Supplemental, 14; Seventh Supplemental, 6
	311(a)	 	Mortgage, 98
	311(b)	 	Mortgage, 98
	312(a)	 	Mortgage, 43(a) and 43(b)
	312(b)	 	Mortgage, 43(c)
	312(c)	 	Mortgage, 43(d)
	313(a)	 	Mortgage, 100(a)
	313(b)	 	Mortgage, 100(b); First Supplemental, 15
	313(c)	 	Mortgage, 100(c)
	313(d)	 	Mortgage, 100(d)
	314(a)	 	Mortgage, 44
	314(b)	 	Mortgage, 42
	314(c)	 	Mortgage, 121, 3, 61 and 7
	314(d)	 	Mortgage, 59(3), 60, 3 and 28(4)
	314(e)	 	Mortgage, 121, 3 and 61
	314(f)	 	Omitted
	315(a)	 	Mortgage, 89 and 88; First Supplemental, 13
	315(b)	 	Mortgage, 66 and 3; First Supplemental, 11
	315(c)	 	Mortgage, 88
	315(d)	 	Mortgage, 89; First Supplemental, 13
	315(e)	 	Mortgage, 122
	316(a) (1)	 	Mortgage, 71; First Supplemental, 12
	316(a) (2)	 	Omitted
	316(b)	 	Mortgage, 80
	317(a)	 	Mortgage, 78
	317(b)	 	Mortgage, 35(c) and 95; First Supplemental, 7
	318(a)	 	Mortgage, 124







 




     


     


    

  


________________________ SUPPLEMENTAL
INDENTURE


 


INDENTURE, dated
as of the ___ day of _________, ____, made and entered into by and between Florida Power
& Light Company, a corporation of the State of Florida, whose post office address is 700 Universe Boulevard, Juno Beach,
Florida 33408 (hereinafter sometimes called “FPL”), and Deutsche Bank
Trust Company Americas
(formerly known as Bankers Trust Company), a corporation of the State of New York, whose post office address is 60 Wall
Street, 16th Floor, New York, New York 10005 (hereinafter called the “Trustee”), as the ________________________
supplemental indenture (hereinafter called the “________________________ Supplemental Indenture”) to the Mortgage
and Deed of Trust, dated as of January 1, 1944 (hereinafter called the “Mortgage”), made and entered
into by FPL, the Trustee and The Florida National Bank of Jacksonville, as Co-Trustee (now resigned), the Trustee now acting as
the sole trustee under the Mortgage, which Mortgage was executed and delivered by FPL to secure the payment of bonds issued or
to be issued under and in accordance with the provisions thereof, reference to which Mortgage is hereby made, this ________________________
Supplemental Indenture being supplemental thereto;


 


Whereas,
by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company
effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and


 


Whereas,
FPL has transferred to New Hampshire Transmission, LLC, a Delaware limited liability company, all of FPL’s property
located in the State of New Hampshire that previously was subject to the lien of the Mortgage, and the Trustee by instrument dated
June 29, 2010 (the “Release”) released such property from the lien of the Mortgage, and released and discharged
the supplemental indentures and mortgages recorded in the State of New Hampshire listed on Exhibit B to the Release; and


 


Whereas,
Section 8 of the Mortgage provides that the form of each series of bonds (other than the first series) issued
thereunder shall be established by Resolution of the Board of Directors of FPL and that the form of such series, as established
by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain
such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to
be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under
the Mortgage; and


 


Whereas,
Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly
reserved to or in any way conferred upon FPL by any provision of the Mortgage, whether such power, privilege or right is in any
way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time
unrestricted or to additional restriction if already restricted, and FPL may enter into any further covenants, limitations or restrictions
for the benefit of any one or more series of bonds issued thereunder, or FPL may cure any ambiguity contained therein, or in any
supplemental indenture, or may establish the terms and provisions of any series of bonds other than said first series, by an instrument
in writing executed and acknowledged by FPL in such manner as would be necessary to entitle a conveyance of real estate to be recorded
in all of the states in which any property at the time subject to the Lien of the Mortgage shall be situated; and


 




    	 	- 1 -	 



     


    

  


Whereas,
FPL now desires to create the series of bonds described in Article I hereof and to add to its covenants and
agreements contained in the Mortgage certain other covenants and agreements to be observed by it and to alter and amend in certain
respects the covenants and provisions contained in the Mortgage; and


 


Whereas,
the execution and delivery by FPL of this ________________________ Supplemental Indenture, and the terms of the bonds, hereinafter
referred to in Article I, have been duly authorized by the Board of Directors of FPL by appropriate resolutions
of said Board of Directors;


 


Now,
Therefore, This Indenture Witnesseth: That FPL, in consideration of the premises and of One Dollar to it duly paid by the
Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence
of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of
and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect,
and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modification
made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages,
pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage)
unto Deutsche Bank Trust Company Americas, as Trustee under the Mortgage, and to its successor or successors in said trust, and
to said Trustee and its successors and assigns forever, all property, real, personal and mixed, acquired by FPL after the date
of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted),
now owned (except any properties heretofore released pursuant to any provisions of the Mortgage and in the process of being sold
or disposed of by FPL) or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by FPL
and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent
of the foregoing) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all rights or means for appropriating, conveying,
storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other
power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio
and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot
water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment,
offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and
other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables,
water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission
lines, wires, cables, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises,
consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose
including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate,
lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real
estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplemented, expressly excepted) all
the right, title and interest of FPL in and to all other property of any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.




    	 	- 2 -	 



     


    

  


Together
With all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid
property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57
of the Mortgage) the tolls, rents, revenues, issues, earnings, income, products and profits thereof, and all the estate, right,
title and interest and claim whatsoever, at law as well as in equity, which FPL now has or may hereinafter acquire in and to the
aforesaid property and franchises and every part and parcel thereof.


 


It
Is Hereby Agreed by FPL that, subject to the provisions of Section 87 of the Mortgage, all the property, rights,
and franchises acquired by FPL after the date hereof (except any herein or in the Mortgage, as heretofore supplemented, expressly
excepted) shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Mortgage, as if such
property, rights and franchises were now owned by FPL and were specifically described herein and conveyed hereby.


 


Provided
that the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed hereunder and are hereby expressly excepted from the Lien and operation
of this ________________________ Supplemental Indenture and from the Lien and operation of the Mortgage, as heretofore supplemented,
viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged,
paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies
held for the purpose of sale in the usual course of business and fuel (including Nuclear Fuel unless expressly subjected to the
Lien and operation of the Mortgage by FPL in a future supplemental indenture), oil and similar materials and supplies consumable
in the operation of any properties of FPL; rolling stock, buses, motor coaches, automobiles and other vehicles; (3) bills,
notes and accounts receivable, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or
covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien
of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased
by FPL for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties;
(6) FPL’s franchise to be a corporation; and (7) the properties already sold or in the process of being sold by
FPL and heretofore released from the Mortgage and Deed of Trust, dated as of January 1, 1926, from Florida Power &
Light Company to Bankers Trust Company and The Florida National Bank of Jacksonville, trustees, and specifically described in three
separate releases executed by Bankers Trust Company and The Florida National Bank of Jacksonville, dated July 28, 1943,
October 6, 1943 and December 11, 1943, which releases have heretofore been delivered by the said trustees to
FPL and recorded by FPL among the Public Records of all Counties in which such properties are located; provided,
however, that the property and rights expressly excepted from the Lien and operation of the Mortgage in the above
subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that the
Trustee or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided
in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65
thereof.


 






    	 	- 3 -	 



     


    

 


To
Have And To Hold all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by FPL as aforesaid, or intended so to be, unto Deutsche Bank Trust Company
Americas, the Trustee, and its successors and assigns forever.


 


In
Trust Nevertheless, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same
provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this ________________________ Supplemental
Indenture being supplemental thereto.


 


And
It Is Hereby Covenanted by FPL that all terms, conditions, provisos, covenants and provisions contained in the Mortgage
shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of
FPL and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its successors as
Trustee of said property in the same manner and with the same effect as if said property had been owned by FPL at the time of the
execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustee, by the Mortgage as
a part of the property therein stated to be conveyed.


 


FPL further covenants and
agrees to and with the Trustee and its successors in said trust under the Mortgage, as follows:


 




    	 	- 4 -	 



     


    

  


ARTICLE I

_____________________ Series of Bonds


 


Section 1.   1(I)
There shall be a series of bonds designated “____% Series due _________, ____”, herein sometimes referred to as the
“_____________________ Series”, each of which shall also bear the descriptive title First Mortgage Bond, and
the form thereof, which shall be established by Resolution of the Board of Directors of FPL, shall contain suitable provisions
with respect to the matters hereinafter in this Section specified. Bonds of the _____________________ Series shall mature on __________,
____ and shall be issued as fully registered bonds in denominations of ____________ Dollars and, at the option of FPL, in integral
multiples of ____________ Dollars (the exercise of such option to be evidenced by the execution and delivery thereof); they shall
bear interest at the rate of ____% per annum, payable semi-annually on _______ and _________ of each year (each an “Interest
Payment Date”) commencing on _____________; the principal of and interest on each said bond to be payable at the office
or agency of FPL in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for public and private debts. Bonds of the _____________________ Series shall be dated as
in Section 10 of the Mortgage provided. The record date for payments of interest on any Interest Payment Date
shall be the close of business on (1) the Business Day (as defined below) immediately preceding such Interest Payment Date so long
as all of the bonds of the _____________________ Series are held by a securities depository in book-entry only form or (2) the
15th calendar day immediately preceding such Interest Payment Date if any of the bonds of the _____________________ Series are
not held by a securities depository in book-entry only form. Interest on the bonds of the _____________________ Series will accrue
from and including ____________, ____ to but excluding _______, ____ and, thereafter, from and including the last Interest Payment
Date to which interest has been paid or duly provided for (and if no interest has been paid on the bonds of the _____________________
Series, from ________________) to but excluding the next succeeding Interest Payment Date. No interest will accrue on a bond of
the _____________________ Series for the day on which such bond matures. The amount of interest payable for any period will be
computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter
than a full semi-annual period for which interest is computed will be computed on the basis of the number of days in the period
using 30-day calendar months. If any date on which interest, principal or premium is payable on the bonds of the _____________________
Series falls on a day that is not a Business Day, then payment of the interest, principal or premium payable on that 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.
A “Business Day” is any day that is not a Saturday, a Sunday, or a day on which banking institutions or trust
companies in New York City are generally authorized or required by law or executive order to remain closed.


 


(II)        [Bonds
of the _____________________ Series shall be redeemable either at the option of FPL or pursuant to the requirements of the Mortgage
(including, among other requirements, the application of cash delivered to or deposited with the Trustee pursuant to the provisions
of Section 64 of the Mortgage or with proceeds of Released Property) in whole at any time, or in part from time to
time, prior to maturity of the bonds of the _____________________ Series, upon notice as provided in Section 52
of the Mortgage, mailed at least thirty (30) days prior to the date fixed for redemption, at the applicable price described below.]2


 


(III)       At
the option of the registered owner, any bonds of the _____________________ Series, upon surrender thereof for exchange at the office
or agency of FPL in the Borough of Manhattan, The City of New York, together with a written instrument of transfer wherever required
by FPL, duly executed by the registered owner or by his duly authorized attorney, shall (subject to the provisions of Section 12
of the Mortgage) be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.


 


Bonds of the _____________________
Series shall be transferable (subject to the provisions of Section 12 of the Mortgage) at the office or agency
of FPL in the Borough of Manhattan, The City of New York.


 





 






		1	The provisions in this Section 1 will be inserted in supplemental
indentures relating to the issuance of First Mortgage Bonds, provided that bracketed language may change.









		2	These or other redemption provisions or other terms and conditions relating to the series of First Mortgage Bonds may be inserted
here.



 




    	 	- 5 -	 



     


    

  


Upon any exchange or transfer
of bonds of the _____________________ Series, FPL may make a charge therefor sufficient to reimburse it for any tax or taxes or
other governmental charge, as provided in Section 12 of the Mortgage, but FPL hereby waives any right to make a charge
in addition thereto for any exchange or transfer of bonds of the _____________________ Series.]


 


Section 1.   3(I)
 There shall be a series of bonds designated “Secured Medium-Term Notes, Series ____”, herein sometimes referred
to as the “__________________ Series”, each of which shall also bear the descriptive title First Mortgage Bond,
and the form thereof, which shall be established by Resolution of the Board of Directors of FPL, shall contain suitable provisions
with respect to the matters hereinafter in this Section specified. Bonds of the __________________ Series shall be issued from
time to time in an aggregate principal amount not to exceed $___________ at any one time Outstanding except as provided in Section 16
of the Mortgage. [The amount which may be Outstanding from time to time will be stated in one or more notices of receipt of advance
under mortgage providing for future advances (a form of which is annexed hereto) executed by the Company and recorded in Palm Beach
County, Florida, and in one or more acknowledgements of future advance (a form of which is annexed hereto) executed by FPL and
the Trustee and recorded in Monroe County, Georgia.] Bonds of the __________________ Series shall be issued as fully registered
bonds in the denominations of ____ Dollars and, at the option of FPL, in any larger amount that is an integral multiple of ____
Dollars or any other denominations (the exercise of such option to be evidenced by the execution and delivery thereof); each bond
of the __________________ Series shall mature on [such date not less than ________ months nor more than ______________ years from
date of issue,] shall bear interest at [such rate or rates (which may be either fixed or variable) and have such other terms and
provisions not inconsistent with the Mortgage as the Board of Directors may determine in accordance with a Resolution filed with
the Trustee referring to this ________________________ Supplemental Indenture]; interest on bonds of the __________________ Series
[which bear interest at a fixed rate] shall be payable [semi-annually on ___________________ and ___________________ of each year]
and at maturity (each an interest payment date); interest on bonds of the __________________ Series [which bear interest at a variable
rate] shall be payable [on the dates established on the Issue Date [or the Original Interest Accrual Date] with respect to such
bonds and shall be set forth in such bonds.] [Notwithstanding the foregoing, so long as there is no existing default in the payment
of interest on the bonds of the __________________ Series, all bonds of the __________________ Series authenticated by the Trustee
after the Record Date hereinafter specified for any interest payment date, and prior to such interest payment date (unless the
Issue Date [or the Original Interest Accrual Date] is after such Record Date), shall be dated the date of authentication, but shall
bear interest from such interest payment date, and the person in whose name any bond of the __________________ Series is registered
at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest
payable on such interest payment date, notwithstanding the cancellation of such bond of the __________________ Series, upon any
transfer or exchange thereof subsequent to the Record Date and on or prior to such interest payment date. If the Issue Date [or
the Original Interest Accrual Date] of the bonds of the __________________ Series of a designated interest rate and maturity is
after the Record Date, such bonds shall bear interest from the Issue Date [or the Original Interest Accrual Date] but payment of
interest shall commence on the second interest payment date succeeding the Issue Date [or the Original Interest Accrual Date].
“Record Date” for bonds of the __________________ Series which bear interest at a fixed rate shall mean ___________________
for interest payable ___________________ and ___________________ for interest payable ___________________, and for bonds of the
___________________ Series which bear interest at a variable rate, the date 15 calendar days prior to any interest payment date,
provided that, interest payable on the maturity date will be payable to the person to whom the principal thereof shall be
payable. “Issue Date” [or “Original Interest Accrual Date”] with respect to bonds of the __________________
Series of a designated interest rate and maturity [unless a Resolution filed with the Trustee on or before such date shall specify
another date from which interest shall accrue, then such other date for bonds of such designated interest rate and maturity.] shall
mean the date of first authentication of bonds of such designated interest rate and maturity.] The principal of and interest on
each said bond is payable at the office or agency of FPL in the Borough of Manhattan, The City of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for public and private debts. Bonds of the __________________
Series shall be dated as in Section 10 of the Mortgage provided.


 





 






		3	These provisions will be inserted in any supplemental indentures relating to the issuance of First Mortgage Bonds designated
Secured Medium-Term Notes, provided that the bracketed language may change.



 




    	 	- 6 -	 



     


    

  


(II)        [Bonds
of the _____________________ Series shall be redeemable either at the option of FPL or pursuant to the requirements of the Mortgage
(including, among other requirements, the application of cash delivered to or deposited with the Trustee pursuant to the provisions
of Section 64 of the Mortgage or with proceeds of Released Property) in whole at any time, or in part from time to time,
prior to maturity of the bonds of the _____________________ Series, upon notice as provided in Section 52 of the Mortgage,
mailed at least thirty (30) days prior to the date fixed for redemption, as the Board of Directors may determine in accordance
with a Resolution filed with the Trustee referring to this _____________________ Supplemental Indenture.]4


 


(III)       At
the option of the registered owner any bonds of the _____________________ Series, upon surrender thereof for exchange at the office
or agency of FPL in the Borough of Manhattan, The City of New York, together with a written instrument of transfer wherever required
by FPL, duly executed by the registered owner or by his duly authorized attorney, shall (subject to the provisions of Section 12
of the Mortgage) be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.


 


Bonds of the _____________________
Series shall be transferable (subject to the provisions of Section 12 of the Mortgage) at the office or agency of FPL
in the Borough of Manhattan, The City of New York.


 


Upon any exchange or
transfer of bonds of the _____________________ Series, FPL may make a charge therefor sufficient to reimburse it for any tax or
taxes or other governmental charge, as provided in Section 12 of the Mortgage, but FPL hereby waives any right to make a
charge in addition thereto for any exchange or transfer of bonds of the _____________________ Series.


 





 






		4	These or other redemption provisions or other terms and conditions relating to the series of First Mortgage Bonds designated
Secured Medium-Term Notes may be inserted here.



 




    	 	- 7 -	 



     


    

  


ARTICLE II

Consent to Amendments


 


Section 2.   Each
initial and future holder of bonds of the __________________ Series, by its acquisition of an interest in such bonds, irrevocably
(a) consents to the amendments set forth in Article II of the One Hundred Twenty-Eighth Supplemental Indenture without any other
or further action by any holder of such bonds, and (b) designates the Trustee, and its successors, as its proxy with irrevocable
instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting,
in lieu of any bondholder meeting, in any consent solicitation or otherwise.


 


ARTICLE III

Miscellaneous Provisions


 


Section 3.   Subject
to the amendments provided for in this ________________________ Supplemental Indenture, the terms defined in the Mortgage, as heretofore
supplemented, shall, for all purposes of this ________________________ Supplemental Indenture, have the meanings specified in the
Mortgage, as heretofore supplemented.


 


Section 4.   [The
holders of bonds of the __________________ Series consent that FPL may, but shall not be obligated to, fix a record date for the
purpose of determining the holders of bonds of the __________________ Series entitled to consent to any amendment, supplement or
waiver. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only
those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more
than ninety (90) days after such record date.]5


 


Section 5.   The
Trustee hereby accepts the trust herein declared, provided, created or supplemented and agrees to perform the same upon the terms
and conditions herein and in the Mortgage, as heretofore supplemented, set forth and upon the following terms and conditions:


 


The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency of this ________________________ Supplemental
Indenture or for or in respect of the recitals contained herein, all of which recitals are made by FPL solely. In general, each
and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to
and form part of this ________________________ Supplemental Indenture with the same force and effect as if the same were herein
set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the
provisions of this ________________________ Supplemental Indenture.


 





 






		5	This provision may be deleted in any supplemental indenture relating to the issuance of First Mortgage Bonds other than those
which are issued to The Depository Trust Company, or its successor. The remaining sections will be renumbered accordingly.



 




    	 	- 8 -	 



     


    

  


Section 6.   Whenever
in this ________________________ Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject
to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors
and assigns of such party, and all the covenants and agreements in this ________________________ Supplemental Indenture contained
by or on behalf of FPL, or by or on behalf of the Trustee, or either of them, shall, subject as aforesaid, bind and inure to the
respective benefits of the respective successors and assigns of such parties, whether so expressed or not.


 


Section 7.  Nothing
in this ________________________ Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon,
or to give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding
under the Mortgage, any right, remedy or claim under or by reason of this ________________________ Supplemental Indenture or any
covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements
in this ________________________ Supplemental Indenture contained by or on behalf of FPL shall be for the sole and exclusive benefit
of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Mortgage.


 


Section 8.  The
Mortgage, as heretofore supplemented and amended and as supplemented hereby, is intended by the parties hereto, as to properties
now or hereafter encumbered thereby and located within the States of Florida and Georgia, to operate and is to be construed as
granting a lien only on such properties and not as a deed passing title thereto.


 


Section 9.  This
________________________ Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.


 


In
Witness Whereof, FPL has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by
its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries
for and in its behalf, and Deutsche Bank Trust Company Americas has caused its corporate
name to be hereunto affixed, and this instrument to be signed and sealed by one or more of its Vice Presidents or Assistant Vice
Presidents, and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents, one of its Assistant
Secretaries or one of its Associates, all as of the day and year first above written.


 




    	 	- 9 -	 



     


    

  


	 	Florida Power & Light Company


 


	 	By:	 


 


	Attest:	 
	 	 
	 	 
	 	 
	Executed, sealed and delivered by	 
	  Florida Power & Light Company	 
	  in the presence of:	 
	 	 
	 	 
	 	 
	 	 


 




     


     


    

  


	 	Deutsche Bank Trust Company Americas
	 	As Trustee
	 	 	 
	 	By:	 
	 	 	 
	 	 	60 Wall Street, 16th Floor
	 	 	New York, NY 10005
	 	 	 
	 	By:	 
	 	 	 
	 	 	60 Wall Street, 16th Floor
	 	 	New York, NY 10005


 


	Attest:	 
	 	 
	 	 
	 	 
	60 Wall Street, 16th Floor	 
	New York, NY 10005	 
	 	 
	Executed, sealed and delivered by	 
	  Deutsche Bank Trust Company Americas	 
	  in the presence of:	 
	 	 
	 	 
	 	 
	 	 
	 	 


 




     


     


    

  


	State of Florida

County of Palm Beach	}  SS:


 


On the ___ day of _________,
in the year ____ before me personally came ________ _______, to me known, who, being by me duly sworn, did depose and say that
[he][she] is the __________________________ of Florida Power & Light Company,
one of the corporations described in and which executed the above instrument; that [he][she] knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said
corporation, and that [he][she] signed [his][her] name thereto by like order.


 


I
Hereby Certify, that on this ___ day of _________, ____, before me personally appeared ________________ and __________________,
respectively, the ______________ and a[n] ___________________ of Florida Power & Light
Company, a corporation under the laws of the State of Florida, to me known to be the persons described in and who executed
the foregoing instrument and severally acknowledged the execution thereof to be their free act and deed as such officers, for the
uses and purposes therein mentioned; and that they affixed thereto the official seal of said corporation, and that said instrument
is the act and deed of said corporation.


 


Witness
my signature and official seal at Juno Beach, in the County of Palm Beach, and State of Florida, the day and year last aforesaid.


 


	 	 
	 	Notary Public – State of Florida


 




     


     


    

  


	State of New York

County of New York	}  SS:


  


On the ___ day of _________
in the year ____, before me personally came ________ and ________, to me known, who, being by me duly sworn, did depose and say
that they are respectively a ______________ and a[n] ________________________ of Deutsche
Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; that they know
the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order
of the Board of Directors of said corporation, and that they signed their names thereto by like order.


 


I
Hereby Certify, that on this ___ day of _________, ____, before me personally appeared ________, ________ and _______________,
respectively, a ______________, a[n] ________________________ and a[n] _________ of Deutsche
Bank Trust Company Americas, a corporation under the laws of the State of New York, to me known to be the persons described
in and who executed the foregoing instrument and severally acknowledged the execution thereof to be their free act and deed as
such officers, for the uses and purposes therein mentioned; and that they affixed thereto the official seal of said corporation,
and that said instrument is the act and deed of said corporation.


 


Witness
my signature and official seal at New York, in the County of New York, and State of New York, the day and year last aforesaid.


 


	 	 
	 	Notary Public – State of New York