Exhibit 4(ay)


 





NEXTERA ENERGY CAPITAL HOLDINGS,
INC.


NEXTERA ENERGY, INC.


 


OFFICER’S CERTIFICATE


 


Creating the ____________ Junior
Subordinated Debentures due __________


 


__________, __________
of NextEra Energy Capital Holdings, Inc. (the “Company”), and __________, ___________ of NextEra Energy, Inc.
(the “Guarantor”), pursuant to the authority granted in the accompanying Board Resolutions (all capitalized
terms used herein which are not defined herein or in Exhibit A hereto, but which are defined in the Indenture referred
to below, shall have the meanings specified in the Indenture), and pursuant to Sections 201 and 301 of the Indenture, do hereby
certify to The Bank of New York Mellon (the “Trustee”), as Trustee under the Indenture (For Unsecured Subordinated
Debt Securities) dated [as of September 1, 2006 among the Company, the Guarantor and the Trustee, as amended1][dated
as of ___________, ____ among the Company, the Guarantor and the Trustee2] (the “Indenture”), that:


 


		1.	The securities to be issued under the Indenture in accordance with this certificate shall be designated
“___________ Junior Subordinated Debentures due ___________” (referred to herein as 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 be issued by the Company in the initial aggregate
principal amount of $__________. Additional Debentures of the __________ Series, without limitation as to amount, having substantially
the same terms as the Outstanding Debentures of the __________ Series (except for the issue date of the additional Debentures of
the __________ Series and, if applicable the initial Interest Payment Date (as defined below)) may also be issued by the Company
pursuant to the Indenture without the consent of the Holders of the then-Outstanding Debentures of the __________ Series. Any such
additional Debentures of the __________ Series as may be issued pursuant to the Indenture from time to time shall be part of the
same series as the then-Outstanding Debentures of the __________ Series.



 


		3.	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 __________.



 


		4.	The Debentures of the ___________ Series will bear interest at the rate of ____% per annum, compounded
[quarterly][semi-annually], payable (subject to the provisions contained in paragraph 9 below) [quarterly][semi-annually]
in arrears on __________[,__________, __________] and __________ of each year (each, an “Interest Payment Date”),
commencing ___________, to the Persons in whose names the Debentures of the ___________ Series are registered, subject to exceptions
as provided in the form set forth as Exhibit A hereto, at the close of business on the Regular Record Date immediately
preceding such Interest Payment Date.



 





 






		1	To be inserted in the Officer’s Certificates pursuant to the Indenture, dated as of September 1,
2006, between the Company and The Bank of New York Mellon, as trustee.



 


		2	To be included in the Exhibit A to the Officer’s Certificates pursuant to the Indenture,
dated as of ___________, between the Company and The Bank of New York Mellon, as trustee.



 




     


     


    

 


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 (and for any period shorter than
a full [quarterly][semi-annual] period, on the basis of the actual number of days elapsed during such period using 30-day calendar
months). If an Interest Payment Date, a Redemption Date or the Stated Maturity Date of the Debentures of the __________ Series
falls on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day,
and no interest on such payment will accrue for the period from and after the Interest Payment Date, the Redemption Date or the
Stated Maturity Date, as applicable.


 


		5.	Registration of the Debentures of the __________ Series, 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. 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; provided, however, that
the Company reserves the right to change, by one or more Officer’s Certificates, any such office or agency and such agent.
The Trustee will initially be the Security Registrar and the Paying Agent for the Debentures of the __________ Series.



 


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



 


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



 


		8.	So long as any Debentures of the __________ Series are Outstanding, the failure of the Company
to pay interest, including Additional Interest (as defined in the form of the Debentures of the __________ Series set forth as
Exhibit A hereto), if any, on any Debentures of the __________ Series within thirty (30) days after the same
becomes due and payable (whether or not payment is prohibited by the subordination provisions of Article Fourteen and Article Fifteen
of the Indenture) shall constitute an Event of Default; provided, however, that a valid deferral of
the interest payments by the Company as contemplated in Section [312] of the Indenture [and paragraph 9 of this certificate]
shall not constitute a failure to pay interest for this purpose.



 


		9.	[Provisions for deferral of the interest payments, if any, will be inserted here.]



 


		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:



 




    	 	-2-	 



     


    

 


(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]1; 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
United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in
respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same
manner as if such satisfaction and discharge had not been effectuated.


 


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



 


		12.	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.



 


		13.	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.



 


		14.	[The Company has previously reserved the right, without any consent, vote or other action by Holders
of the Debentures of the __________ Series, or of any other series of Securities issued after October 1, 2006, to amend the Indenture
as follows:



 


To amend clause
(6) of the second paragraph of Section 608 of the Indenture to read as follows:


 


“(6) payments
under any preferred trust securities, subordinated debentures or junior subordinated debentures, or any guarantee thereof, executed
and delivered by the Guarantor, the Company or any of their majority-owned subsidiaries, in each case that rank equal in right
of payment to the series of Securities with respect to which the Company has elected to defer the payment of interest, or the related
guarantee (as the case may be), so long as the amount of payments made on account of such securities or guarantees is paid on all
such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such
securities and guarantees is then entitled if paid in full;”]1


 




    	 	-3-	 



     


    

 


		15.	[Notwithstanding the provisions of Section 802 of the Indenture, the principal of and accrued interest
on the Debentures of the __________ Series shall not be declared immediately due and payable by reason of the occurrence and continuation
of an Event of Default specified in Section 801(c) of the Indenture applicable to the Debentures of the __________ Series, and
any notice of declaration of acceleration based on such Event of Default shall be null and void with respect to the Debentures
of the __________ Series. The Debentures of the __________ Series will not be considered Outstanding for the purpose of determining
whether the required vote described in Section 802 of the Indenture has been obtained for the declaration of acceleration by reason
of the occurrence and continuation of an Event of Default specified in Section 801(c) of the Indenture applicable to the Debentures
of the __________ Series.]1



 


		16.	Each of the Company and the Guarantor agrees, and by acceptance of the Debentures of the __________Series,
each Holder will be deemed to have agreed, to treat the Debentures of the __________ Series as indebtedness for United States federal,
state and local tax purposes.



 


		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. __ and Guarantor Order No. __, have been complied with.



 




    	 	-4-	 



     


    

 


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


 


	 	 
	 	 
	 	_____________, NextEra Energy Capital Holdings, Inc. 


 


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


 


	 	 
	 	 
	 	____________________, NextEra Energy, Inc. 


 




    	 	-5-	 



     


    

 


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 JUNIOR SUBORDINATED
DEBENTURE]


 


NEXTERA ENERGY CAPITAL HOLDINGS,
INC.


 


________ JUNIOR SUBORDINATED DEBENTURES
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 on __________ (the “Stated Maturity
Date”). The Company further promises (subject to deferral as set forth herein) to pay interest on the principal sum of
this _______ Junior Subordinated Debenture due __________ (this “Security”) to the registered Holder hereof
at the rate of ____% per annum, in like coin or currency, [quarterly][semi-annually] in arrears on __________[,__________, __________]
and __________ of each year (each an “Interest Payment Date”) until the principal hereof is paid or duly provided
for, such interest payments to commence on __________. Each interest payment shall include interest accrued from the most-recently
preceding Interest Payment Date to which interest has either been paid or duly provided for [(except that (i) the
interest payment which is due on __________ shall include interest that has accrued from ___________, and (ii) if this Security
is authenticated during the period that (A) follows any particular Regular Record Date (as defined below) but (B) precedes the
next occurring Interest Payment Date, then the registered Holder hereof shall not be entitled to receive any interest payment with
respect to this Security on such next occurring Interest Payment Date)].  The Company also promises to pay Additional Interest
(as defined below) with respect to an Optional Deferral Period (as defined below) to the registered Holder of this Security, to
the extent payment of such Additional Interest is enforceable under applicable law, on any interest payment that is not made on
the applicable Interest Payment Date, as specified on the reverse of this Security. 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) 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 one or more Predecessor Securities) is registered at the close of business on the “Regular
Record Date” for such interest installment which shall be the close of business on the Business Day immediately preceding
such Interest Payment Date so long as all of the Securities of this series are held by a securities depository in book-entry form;
provided that if any of the Securities of this series are not held by a securities depository in book-entry form,
the Regular Record Date will be the close of business on the fifteenth (15th) calendar day immediately preceding such Interest
Payment Date; and provided further that interest payable on the Stated Maturity Date or any Redemption Date will
be paid to the same Person to whom the associated principal is to be paid. Any such interest not punctually paid or duly provided
for will forthwith cease to be payable to the Person who is the Holder of this Security on such Regular Record Date and may be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on
a Special Record Date to be fixed by the Trustee for the payment of such Defaulted Interest, notice of which shall be given to
Holders of Securities of this series not less than ten (10) days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.


 




    	 	A - 1	 



     


    

 


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


 


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


 


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


 




    	 	A - 2	 



     


    

 


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	 


 




    	 	A - 3	 



     


    

 


[FORM OF GUARANTEE]


 


NEXTERA ENERGY, INC.,
a corporation organized under the laws of the State of Florida (the “Guarantor”, which term includes any successor
under the Indenture (the “Indenture”) referred to in the Security upon which this Guarantee is endorsed), for
value received, hereby unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed,
the due and punctual payment of the principal of, and premium, if any, and interest, including Additional Interest, if any, on
such Security when and as the same shall become due and payable, whether on the Stated Maturity Date, by declaration of acceleration,
call for redemption, or otherwise, in accordance with the terms of such Security and of the Indenture regardless of any defense,
right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company
punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same
shall become due and payable, whether on the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise,
and as if such payment were made by the Company. The Guarantor’s obligation to make a guarantee payment may be satisfied
by direct payment of the required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the
Company to pay such amount to such Holder or a Paying Agent.


 


The Guarantor hereby
agrees that its payment obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by,
any invalidity, irregularity or unenforceability of such Security or the Indenture, any failure to enforce the provisions of such
Security or the Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto (except that the
Guarantor will have the benefit of any waiver, modification or indulgence granted to the Company in accordance with the Indenture),
by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge
or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security,
or increase the interest rate thereon (including Additional Interest, if any), or change any redemption provisions thereof (including
any change to increase any premium payable upon redemption thereof) or change the Stated Maturity Date thereof.


 


The Guarantor hereby
waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of such Security
exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect
to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be
discharged in respect of such Security except by complete performance of the payment obligations contained in such Security and
in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that,
in the event of a default in payment of principal, or premium, if any, or interest, if any, on such Security, whether on the Stated
Maturity Date, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee
on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against
the Guarantor to enforce this Guarantee without first proceeding against the Company.


 


The obligations of
the Guarantor hereunder with respect to such Security shall be continuing and irrevocable until the date upon which the entire
principal of, premium, if any, and interest, including Additional Interest, if any, on such Security has been, or has been deemed
pursuant to the provisions of Article Seven of the Indenture to have been, paid in full or otherwise discharged.


 




    	 	A - 4	 



     


    

 


The obligations evidenced
by this Guarantee are, to the extent provided in the Indenture, subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness of the Guarantor, and this Guarantee is issued subject to the provisions of the Indenture with
respect thereto. Each Holder of a Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact
for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such Holder upon said provisions.


 


The Guarantor shall
be subrogated to all rights of the Holder of a Security upon which this Guarantee is endorsed against the Company in respect of
any amounts paid by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the Indenture; provided,
however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based
upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued under
the Indenture which are then due and payable shall have been paid in full.


 


This Guarantee shall
remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization,
the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for
all or any significant part of the Company’s property and assets, and shall, to the fullest extent permitted by law, continue
to be effective or reinstated, as the case may be, if at any time payment of the Security upon which this Guarantee is endorsed,
is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Holder of such
Security, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment
or performance had not been made. In the event that any such payment, or any part thereof, is rescinded, reduced, restored or returned
on such Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount
paid and not so rescinded, reduced, restored or returned.


 


This Guarantee shall
not be valid or obligatory for any purpose until the certificate of authentication of the Security upon which this Guarantee is
endorsed shall have been manually executed by or on behalf of the Trustee under the Indenture.


 


All terms used in
this Guarantee which are defined in the Indenture shall have the meanings assigned to them in such Indenture.


 


This Guarantee shall
be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed
in accordance with the laws of the State of New York without regard to conflicts of law principles thereunder, except to the extent
that the law of any other jurisdiction shall be mandatorily applicable.


 


IN WITNESS WHEREOF,
the Guarantor has caused this instrument to be duly executed in New York, New York.


 


	 	NEXTERA ENERGY, INC.


 


	 	By:	 	 


 




    	 	A - 5	 



     


    

 


[FORM OF REVERSE OF _______ JUNIOR
SUBORDINATED DEBENTURE


DUE ________________]


 


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 Subordinated Debt Securities), dated as of [September 1, 2006][___________,
____] (herein, together with any amendments thereto, called the “Indenture”, which term shall have the meaning
assigned to it in such instrument), among the Company, NextEra Energy, Inc. 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 Guarantor, 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.


 


[Redemption provisions,
if any, will be inserted here.]


 


The indebtedness evidenced
by this Security is, to the extent provided in the Indenture, subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness of the Company, and this Security is issued subject to the provisions of the Indenture with
respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.
Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance
by each such Holder upon said provisions.


 


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; [provided, however,
that the principal of and interest on the Securities of this series cannot be declared due and payable by reason of the occurrence
and continuation of an Event of Default specified in Section 801(c) of the Indenture]2 [; provided however,
that the principal of and interest on the Securities of this series shall not be declared due and payable by reason of the occurrence
and continuation of an Event of Default specified in Section 801(c) of the Indenture applicable to the Securities of this series,
and any notice of declaration of acceleration based on such Event of Default shall be null and void with respect to the Securities
of this series. The Securities of this series will not be considered Outstanding for the purpose of determining whether the required
vote described in Section 802 of the Indenture has been obtained for the declaration of acceleration by reason of the occurrence
and continuation of an Event of Default specified in Section 801(c) of the Indenture applicable to the Securities of this
series.]1


 




    	 	A - 6	 



     


    

 


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.


 


[Provisions for deferral
of the interest payments, if any, will be inserted here.]


 


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


 


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


 


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


 


Each of the Company
and the Guarantor has agreed, and by acceptance of this Security, the Holder will be deemed to have agreed, to treat this Security
as indebtedness for United States federal, state and local tax purposes.


 




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