Common use of Provisions Incorporated by Reference Clause in Contracts

Provisions Incorporated by Reference. [incorporate the following text, beginning with paragraph (a), including the specified replacement text for Section 10 of the Underwriting Agreement (as defined below), if the Remarketing Agents have determined, based on advice of counsel, that applicable law, regulations or interpretations of the Commission make it necessary or advisable to deliver a current prospectus or other offering document in connection with this Remarketing: (a) The entirety of the Underwriting Agreement, dated ________________ (the “Underwriting Agreement”), between NEE, NEE Capital and the representatives of the underwriters (other than the Schedules thereto and Section __, Section __, Section __ and Section __ thereof and Section __(__), Section __(__), and Section __(__) thereof) shall be incorporated by reference into this Agreement and, to the extent they are relevant to a Remarketing of the Subject Debentures, made applicable hereto, except as explicitly amended hereby; provided that (i) the representations and warranties contained in the Underwriting Agreement shall be modified, to the extent necessary and in form and substance reasonably acceptable to the Remarketing Agents, to reflect any changes in the operations and business of NEE and NEE Capital that occurred between the date of the execution of the Remarketing Agreement and the date of the execution of this Agreement, (ii) the following representation shall be added as a representation of both NEE and NEE Capital: “The Remarketing Agreement and this Agreement each constitutes a valid and binding obligation of [NEE] [NEE Capital] enforceable against [NEE] [NEE Capital] in accordance with its terms, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other laws affecting creditors’ rights and remedies generally and general principles of equity and to concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought and subject to any principles of public policy limiting the rights to enforce the indemnification and exculpation provisions contained in the Remarketing Agreement and this Agreement.” and (ii) the following Section 10 shall replace Section 10 of the Underwriting Agreement in its entirety:

Provisions Incorporated by Reference. [incorporate the following text, beginning with paragraph (a), including the specified replacement text for Section 10 of the Underwriting Agreement (as defined below)Agreement, if the Remarketing Agents have determined, based on advice of counsel, that applicable law, regulations or interpretations of the Commission make it necessary or advisable to deliver a current prospectus or other offering document in connection with this Remarketing: (a) The entirety of the Underwriting Agreement, dated ________________ (the “Underwriting Agreement”), between NEE, NEE Capital and the representatives of the underwriters (other than the Schedules thereto and Section __, Section __, Section __ and Section __ thereof and Section __(__( ), Section __(__( ), and Section __(__( ) thereof) shall be incorporated by reference into this Agreement and, to the extent they are relevant to a Remarketing of the Subject Debentures, made applicable hereto, except as explicitly amended hereby; provided that (i) the representations and warranties contained in the Underwriting Agreement shall be modified, to the extent necessary and in form and substance reasonably acceptable to the Remarketing Agents, to reflect any changes in the operations and business of NEE and NEE Capital that occurred between the date of the execution of the Remarketing Agreement and the date of the execution of this Agreement, (ii) the following representation shall be added as a representation of both NEE and NEE Capital: “The Remarketing Agreement Agreement, and this Agreement each constitutes a valid and binding obligation of [NEE] [NEE Capital] enforceable against [NEE] [NEE Capital] in accordance with its terms, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other laws affecting creditors’ rights and remedies generally and general principles of equity and to concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought and subject to any principles of public policy limiting the rights to enforce the indemnification and exculpation provisions contained in the Remarketing Agreement and this Agreement.” and (ii) the following Section 10 shall replace Section 10 of the Underwriting Agreement in its entirety:

Provisions Incorporated by Reference. [incorporate (a) Subject to Section 3(b), the following text, beginning with paragraph (a), including the specified replacement text for Section 10 provisions of the Underwriting Agreement shall be incorporated, as applicable, into this Agreement and made applicable to the obligations of the Remarketing Agent, except as explicitly amended hereby: the provisions of Section 10, except that Section 10 is amended and supplemented to (as defined below), i) allow termination of this Remarketing Agreement Supplement by and with respect to the Remarketing Agent if the Company's representations and warranties herein and in the Remarketing Agents Agreement are not accurate and correct); (ii) to add the words "after the third Business Day preceding the applicable Remarketing Date and at or prior to the Remarketing Closing Date" after the letter "(b)" in the first sentence; and (iii) to delete the penultimate sentence thereof and to substitute the following sentence therefor: "This Agreement may also be terminated at any time prior to the Remarketing Closing Date by and with respect to the Remarketing Agent if, in the reasonable judgment of the Remarketing Agent, the subject matter of any amendment or supplement to any Registration Statement filed or Prospectus distributed pursuant to Section 2 of the Supplemental Remarketing Agreement (other than an amendment or supplement relating solely to the activity of the Remarketing Agent or in the event no Registration Statement and Prospectus have been filed and distributed pursuant to Section 2 of the Supplemental Remarketing Agreement, any report prepared and filed by the Company pursuant to the Securities Exchange Act of 1934 after the third Business Day preceding the applicable Remarketing Date and prior to the Remarketing Closing Date shall have disclosed a material adverse change in the business, property or financial condition of the Company and its subsidiaries, considered as a whole, whether or not in the ordinary course of business, that has materially impaired the marketability of the Securities;" and such provisions are made applicable to the obligations of the Remarketing Agent to the extent applicable to any remarketing of the Subject Senior Notes, except as such provisions are explicitly amended hereby. If the Remarketing Agent has determined, based on advice of counsel, that applicable law, regulations or interpretations of the Commission make it necessary or advisable to deliver a current prospectus or other offering document in connection with this Remarketing: (a) The remarketing, the entirety of the Underwriting Agreement, dated ________________ (the “Underwriting Agreement”), between NEE, NEE Capital and the representatives of the underwriters Agreement (other than the Schedules thereto Sections 1, 4 and Section __, Section __, Section __ 5 and Section __ thereof and Section __(__Subsections 6(g), Section __7(c)(ii) and (__iii), 7(g), 7(h) and Section __(__) thereof7(i)) shall be incorporated by reference into this Agreement and, to the extent they are relevant to a Remarketing of the Subject DebenturesSenior Notes, made applicable hereto, except as explicitly amended hereby; provided that (i) the representations and warranties contained in the Underwriting Agreement following sentence shall be modifiedadded at the beginning of Subsection 2(c): "The Remarketing Agreement, to as supplemented by the extent necessary Supplemental Remarketing Agreement, constitutes a valid and in form and substance reasonably acceptable to the Remarketing Agents, to reflect any changes in the operations and business of NEE and NEE Capital that occurred between the date binding agreement of the execution of the Remarketing Agreement Company" and the date of the execution of this Agreement, (ii) the following representation clause (e) shall be added as a representation after Subsection 8(d): (e) The indemnification and contribution provisions contained in Section 9 of both NEE and NEE Capital: “The this Supplemental Remarketing Agreement shall supersede and this Agreement each constitutes a valid and binding obligation of [NEE] [NEE Capital] enforceable against [NEE] [NEE Capital] in accordance with its terms, except as limited replace any indemnification or affected by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other laws affecting creditors’ rights and remedies generally and general principles of equity and to concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought and subject to any principles of public policy limiting the rights to enforce the indemnification and exculpation contribution provisions contained in the Remarketing Agreement ("Remarketing Agreement") insofar as the Remarketing Agreement purports to provide for indemnification or contribution for any Indemnified Party (as defined in the Remarketing Agreement) in connection with losses, claims, damages or liabilities relating to or arising out of the offering of the Subject Senior Notes to subsequent purchasers by the Remarketing Agent; provided, however, that this Section 9 shall neither supersede nor replace any obligations of the Company to indemnify for or contribute to any claims, losses, damages or liabilities of any indemnified Party (as defined the Remarketing Agreement) relating to or arising out of any acts or omissions by the Indemnified Party in connection with its functions specified in or contemplated by the Remarketing Agreement other than the offering of the Subject Senior Notes to subsequent purchasers by the Indemnified Party as Remarketing Agent." For the purposes of Section 9 of the Underwriting Agreement, the relative benefits received by the Company on the one hand and the Remarketing Agent on the other in connection with the remarketing of the Subject Senior Notes pursuant to this Agreement and the Remarketing Agreement shall be deemed to be in the same respective proportions as the aggregate price at Remarketing of the Subject Senior Notes outstanding on the applicable Remarketing Date bears to the remarketing fee received by the Remarketing Agent pursuant to this Agreement. The Schedules to the Underwriting Agreement will be superseded by Schedule I hereto.” (b) To the extent the Underwriting Agreement is applicable hereto, references therein to (i) the "Underwriter" shall be deemed to refer to the Remarketing Agent, (ii) the "Securities" and the "Senior Notes" shall be deemed to refer to the Subject Senior Notes, (iii) "this Agreement" shall be deemed to refer to the Remarketing Agreement as supplemented by this Agreement, (iv) "the date hereof" shall be deemed to refer to the Initial Remarketing Date or the Secondary Remarketing Date, as the case may be, and (v) "Closing Date" shall be deemed to refer to the Remarketing Closing Date specified in Schedule I hereto (the "Remarketing Closing Date"). To the extent the provisions of such Underwriting Agreement refer to the "Prospectus" or the "Registration Statement," such references shall be deemed to (i) refer to any prospectus or registration statement, or other offering document, that the Company is required to prepare or file with respect to the Subject Senior Notes pursuant to applicable law, regulations or interpretations of the Commission in effect at the time of the Remarketing of such Subject Senior Notes, including all documents incorporated by reference therein and (ii) refer to each such document as amended or supplemented to the following Section 10 third Business Day preceding the applicable Remarketing Date and the Remarketing Closing Date, as applicable. The term "Incorporated Documents" in such Underwriting Agreement shall replace Section 10 be deemed to include those filed and incorporated through the date hereof and the Tender Date. References to issuance and/or sale of Senior Notes shall be deemed to refer to Remarketing of the Underwriting Agreement Subject Senior Notes. References in its entirety:Section 9(b) to information furnished by the Underwriters shall be deemed to refer to information provided by the Remarketing Agent for use in the Prospectus.

Provisions Incorporated by Reference. [incorporate (a) Subject to Section 3(b), the following text, beginning with paragraph (a), including the specified replacement text for Section 10 provisions of the Underwriting Agreement (shall be incorporated, as defined below)applicable, if into this Agreement and made applicable to the obligations of the Remarketing Agents have Agent, except as explicitly amended hereby: ------------------------ and such provisions are made applicable to the obligations of the Remarketing Agent to the extent applicable, except as such provisions are explicitly amended hereby. If the Remarketing Agent has determined, based on advice of counsel, that applicable law, regulations or interpretations of the Securities and Exchange Commission make it necessary or advisable to deliver a current prospectus or other offering document in connection with this Remarketing: (a) The remarketing, the entirety of the Underwriting Agreement, dated Agreement (other than Sections ________________ (the “Underwriting Agreement”), between NEE, NEE Capital and the representatives of the underwriters (other than the Schedules thereto and Section __, Section __, Section __ and Section __ thereof and Section __(__), Section __(__), and Section __(__) thereof) shall be incorporated by reference into this Agreement and, to the extent they are relevant to a Remarketing of the Subject Debentures, made applicable hereto, except as explicitly amended hereby; provided that (i) the representations and warranties contained in the Underwriting Agreement shall be modified, to the extent necessary and in form and substance reasonably acceptable to the Remarketing Agents, to reflect any changes in the operations and business of NEE and NEE Capital that occurred between the date of the execution of the Remarketing Agreement and the date of the execution of this Agreement, (ii) the following representation sentence shall be added as a representation at the beginning of both NEE and NEE Capitalsection ____: “"The Remarketing Agreement and this Agreement each Agreement, as supplemented by the Supplemental Remarketing Agreement, constitutes a valid and binding obligation of [NEE] [NEE Capital] enforceable against [NEE] [NEE Capital] in accordance with its terms, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other laws affecting creditors’ rights and remedies generally and general principles of equity and to concepts of materiality, reasonableness, good faith and fair dealing and the discretion agreement of the court before which any matter is brought Company and subject to any principles of public policy limiting the rights to enforce the indemnification and exculpation provisions contained in the Remarketing Agreement and this Agreement.” FPL Capital Group" and (ii) ___________. (b) To the following Section 10 shall replace Section 10 of extent the Underwriting Agreement is applicable hereto, references therein to (i) the "Underwriter" or "Underwriters" or the "Representative" or "Representatives", as the case may be, shall be deemed to refer to the Remarketing Agent; (ii) "Securities" shall be deemed to refer to the Subject Debentures; (iii) "this Agreement" shall be deemed to refer to the Remarketing Agreement as supplemented by this Agreement, (iv) "the date hereof" shall be deemed to refer to the third Business Day preceding the Purchase Contract Settlement Date, and (v) "Closing Date" shall be deemed to refer to the Remarketing Closing Date specified in its entirety:Schedule I hereto (the "Remarketing Closing Date"). To the extent the provisions of such Underwriting Agreement refer to the "Prospectus" or the "Registration Statement," such reference shall be deemed to (i) refer to any prospectus or registration statement, or other offering document, that the Company and FPL Group Capital is required to prepare or file with respect to the Subject Debentures pursuant to applicable law, regulations or interpretations of the Securities and Exchange Commission in effect at the time of the Remarketing of such Subject Debentures, including all documents incorporated by reference therein and (ii) refer to each such document as amended or supplemented to the third Business Day preceding the Remarketing Date. The term "Incorporated Documents" in such Underwriting Agreement shall be deemed to include those filed and incorporated through the date hereof and _______. References to issuance and/or sale of Debentures shall be deemed to refer to Remarketing of the Subject Debentures. References in Section ___ to information furnished by the Underwriters shall be deemed to refer to information provided by the Remarketing Agent for use in the Registration Statement and Prospectus.