Common use of Treasury Units Clause in Contracts

Treasury Units. Each Corporate Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ Debentures due ________________ (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued shares of Common Stock determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ (CUSIP No. __________) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the Holders of Equity Units from time to time, agree as follows:

Treasury Units. Each Such Collateral Substitution may cause the equivalent aggregate principal amount of this Certificate to be increased or decreased; provided, however, this Corporate Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company Certificate shall not later represent more than ________________ (“Purchase Contract Settlement Date”)Corporate Units, for $50 or if in cashthe form of a Global Certificate, a number of newly-issued shares of common stock, $0.01 par value per share, of such other maximum amount as shall at the Company (“Common Stock”)1 determined time be prescribed by reference the applicable Clearing Agency. All such adjustments to the applicable Settlement Rate and (ii) equivalent aggregate principal amount of this Corporate Unit Certificate shall be duly recorded by placing an appropriate notation on the Company will pay certain Contract Adjustment Payments Schedule attached hereto. A Holder of Treasury Units may recreate Corporate Units by delivering to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior Securities Intermediary Senior Notes with an aggregate principal amount equal to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ Debentures due ________________ (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued shares of Common Stock determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a aggregate principal amount at maturity equal to $1,000 and maturing on ________________ (CUSIP No. __________) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, Pledged Treasury Securities in exchange for the Company may issue up to __________ additional Corporate Units and, if the Company issues release of such additional Corporate Units, the related Applicable Ownership Interest Pledged Treasury Securities in Debentures will be pledged hereunder.] Pursuant to accordance with the terms of the Purchase Contract Agreement and the Purchase ContractsPledge Agreement. The Company shall pay, on each Payment Date, the Holders, from time Contract Adjustment Payments payable in respect of each Purchase Contract to time, the Person in whose name the Corporate Unit Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Equity Purchase Contract Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such address as it appears on the Corporate Units Register. The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive, and the obligations of the Company to pay, Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have irrevocably authorized occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Purchase Contract Agent, as attorney-in-fact for such the Collateral Agent and the Holders, among other thingsat their addresses as they appear in the Corporate Units Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Senior Notes from the Pledge in accordance with the provisions of the Pledge Agreement. A Corporate Unit shall thereafter represent the right to execute receive the Senior Note forming a part of such Corporate Unit in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. Subject to and upon compliance with the provisions of the Purchase Contract Agreement, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") as provided in the Purchase Contract Agreement. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts evidenced by this Corporate Unit Certificate, the Holder of this Corporate Unit Certificate shall deliver this Agreement on behalf of and in the name of such Holders and Corporate Unit Certificate to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject at the Corporate Trust Office duly endorsed for transfer to the Pledge hereunder, Company or in blank with the form of Election to Settle Early set forth below duly completed and the Treasury Securities (and the Applicable Ownership Interest accompanied by payment in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject of immediately available funds payable to the Pledge. Accordingly, order of the Company, Company in an amount (the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the Holders of Equity Units from time to time, agree as follows"Early Settlement Amount") equal to:

Treasury Units. Each Corporate Unit will consist initially be comprised of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 determined by reference Stock”) equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ Debentures due ________________ (“Debentures”) issued by NextEra Energy FPL Group Capital Holdings, Inc. Inc (“NEE FPL Group Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist initially be comprised of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued shares of Common Stock determined by reference equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 1/20, or 5% %, undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ (CUSIP No. __________) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] . Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for of such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for of the Holders of Equity Units from time to timetime of the Equity Units, agree as follows:

Treasury Units. Each Corporate Unit will consist initially be comprised of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ June 1, 2012 (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 determined by reference Stock”) equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ C Debentures due ________________ (“Debentures”) issued by NextEra Energy FPL Group Capital Holdings, Inc. Inc (“NEE FPL Group Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist initially be comprised of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued shares of Common Stock determined by reference equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 1/20, or 5% %, undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ May 31, 2012 (CUSIP No. __________) 000000XX0 (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ 1,050,000 additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] . Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for of such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for of the Holders of Equity Units from time to timetime of the Equity Units, agree as follows:

Treasury Units. Each Corporate Unit will consist initially be comprised of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “"Purchase Contract”") under which (i) the Holder will purchase from the Company not later than ________________ May 16, 2006 (“"Purchase Contract Settlement Date”"), for $50 in cash, a number of newly-newly issued shares of common stock, $0.01 without par value per sharevalue, of the Company (“"Common Stock”)1 determined by reference Stock") equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Tax Event Redemption or Mandatory Redemption has occurred, (i) beneficial ownership of a Series M Senior Note due May 16, 2008 of the Applicable Ownership Interest in DebenturesCompany (the "Debt Securities"), such debentures being the Series __ Debentures due ________________ (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”)having a principal amount of $50, or (ii) following a Successful successful remarketing of the Debt Securities on the Initial Remarketing during the Period for Early RemarketingDate, the Applicable Ownership Interest in the Remarketing Treasury Portfolio, or (B) upon the occurrence of a Special Tax Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Tax Event Treasury Portfolio. Each Treasury Unit will consist initially be comprised of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-newly issued shares of Common Stock determined by reference equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 1/20, or 5% undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ May 15, 2006 (CUSIP No. __________000000XX0) (“"Treasury Security”"). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ 1,320,000 additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures Debt Securities will be pledged hereunder.] . Pursuant to the terms of the Indenture (as defined below), the Company will issue the Debt Securities in an aggregate principal amount equal to or greater than the aggregate Stated Amount of all Corporate Units. Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units Securities have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for of such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in DebenturesDebt Securities, any Applicable Ownership Interest in the a Treasury Portfolio and any Treasury Securities to secure each Holder’s 's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures Debt Securities will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the appropriate Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject to the PledgePledge hereunder. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for of the Holders of Equity Units from time to timetime of the Securities, agree as follows:

Treasury Units. Each Corporate Unit will consist initially be comprised of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ September 1, 2013 (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 determined by reference Stock”) equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ D Debentures due ________________ (“Debentures”) issued by NextEra Energy FPL Group Capital Holdings, Inc. Inc (“NEE FPL Group Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist initially be comprised of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued shares of Common Stock determined by reference equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 1/20, or 5% %, undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ August 31, 2013 (CUSIP No. __________000000XX0) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for of such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for of the Holders of Equity Units from time to timetime of the Equity Units, agree as follows:

Treasury Units. Each Corporate This Treasury Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ______Certificate certifies that __________ (“Purchase Contract Settlement Date”), for $50 in cash, a is the registered Holder of the number of newly-issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ Debentures due ________________ (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury PortfolioUnits set forth above. Each Treasury Unit will consist of (a) a Purchase Contract under which represents (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Datea 1/20, for $50 in cashor 5%, a number of newly-issued shares of Common Stock determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon U.S. Treasury security Security having a principal amount at maturity equal to $1,000 1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and maturing on ________________ (CUSIP No. __________ii) the rights and obligations of the Holder under one Purchase Contract with ALLTEL Corporation, a Delaware corporation (“Treasury Security”the "Company", which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). 1 To be revised if preferred stock is to be issued upon settlement of All capitalized terms used herein which are defined in the Purchase ContractsContract Agreement have the meaning set forth therein. [Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Units. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such pledged Treasury Securities are a part under the Purchase Contracts forming a part of such Treasury Units. Each Purchase Contract Agreementevidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and the Company may issue up to __________ additional Corporate Units andsell, if on May 17, 2005 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the "Stated Amount"), a number of newly issued shares of class A common stock, par value $1.00 ("Common Stock"), of the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] Pursuant equal to the terms Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase ContractsPrice") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, the Holdersif not paid earlier, from time to time, of the Equity Units have irrevocably authorized shall be paid on the Purchase Contract Agent, as attorney-in-fact for such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby Settlement Date by application of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in Proceeds from the Treasury Portfolio and any Treasury Securities pledged to secure each Holder’s the obligations under such Purchase Contract in accordance with the related terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase ContractContract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to 1.5% per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30 day months, subject to deferral at the option of the Company as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments, if any, shall be payable to the Pledge hereunderPerson in whose name this Treasury Unit Certificate (or a Predecessor Treasury Unit Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) if any, will be beneficially owned by payable at the Holders but will be held in book-entry form by Corporate Trust Office of the Securities Intermediary subject to Agent and at the Pledge. AccordinglyNew York Office or, at the option of the Company, by check mailed to the Collateral Agentaddress of the Person entitled thereto as such address appears on the Treasury Units Register or by wire transfer to the account designated by such Person by prior written notice. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the Securities Intermediarysame effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Treasury Unit Certificate shall not be entitled to any benefit under the Custodial Agent and Pledge Agreement or the Purchase Contract Agent, on its own behalf and as attorney-in-fact Agreement or be valid or obligatory for the Holders of Equity Units from time to time, agree as follows:any purpose.

Treasury Units. Each Corporate Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ September 1, 2018 (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued newly‑issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 Stock”) determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ H Debentures due ________________ September 1, 2020 (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued newly‑issued shares of Common Stock determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon zero‑coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ August 31, 2018 (CUSIP No. __________000000XX0) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact attorney‑in‑fact for such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry book‑entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact attorney‑in‑fact for the Holders of Equity Units from time to time, agree as follows:

Treasury Units. Each Corporate Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ September 1, 2023 (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued newly‑issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 Stock”) determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ L Debentures due ________________ September 1, 2025 (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued newly‑issued shares of Common Stock determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon zero‑coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ August 31, 2023 (CUSIP No. __________0000000X0) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] DB1/ 116050876.5 Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact attorney‑in‑fact for such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry book‑entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact attorney‑in‑fact for the Holders of Equity Units from time to time, agree as follows:

Treasury Units. Each Corporate Unit will consist initially be comprised of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “"Purchase Contract”") under which (i) the Holder will purchase from the Company not later than ________________ February 16, 2005 (“"Purchase Contract Settlement Date”"), for $50 in cash, a number of newly-newly issued shares of common stock, $0.01 .01 par value per share, of the Company (“"Common Stock”)1 determined by reference Stock") equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Tax Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debenturesbeneficial ownership of a Series A Debenture due February 16, such debentures being the Series __ Debentures due ________________ (“Debentures”) 2007 issued by NextEra Energy FPL Group Capital Holdings, Inc. Inc (“NEE "FPL Group Capital”") (a "Debenture"), having a principal amount of $50 or (ii) following a Successful successful remarketing of the Debentures on the Initial Remarketing during the Period for Early RemarketingDate, the appropriate Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Tax Event Redemption or or, in certain cases, a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the appropriate Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist initially be comprised of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-newly issued shares of Common Stock determined by reference equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) (i) prior to the Purchase Contract Settlement Date, a 1/20, or 5% %, undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ February 15, 2005 (CUSIP No. __________912820 BM8) (“"Treasury Security”"). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ 1,500,000 additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] . Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units New Securities have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for of such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s 's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the appropriate Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject to the Pledgepledge hereunder. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for of the Holders of Equity Units from time to timetime of the New Securities, agree as follows:: ARTICLE

Treasury Units. Each Corporate Unit will consist initially be comprised of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “"Purchase Contract”") under which (i) the Holder will purchase from the Company not later than ________________ (“"Purchase Contract Settlement Date”"), for $50 __ in cash, a number of newly-newly issued shares of common stock, $0.01 without par value per sharevalue, of the Company (“"Common Stock”)1 determined by reference Stock") equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Tax Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the beneficial ownership of a Series __ Debentures Senior Note due ____________ of the Company (the "Debt Securities"), having a principal amount of $_____ (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful successful remarketing of the Debt Securities on the Initial Remarketing during the Period for Early RemarketingDate, the Applicable Ownership Interest in the Remarketing Treasury Portfolio, or (B) upon the occurrence of a Special Tax Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Tax Event Treasury Portfolio. Each Treasury Unit will consist initially be comprised of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 __ in cash, a number of newly-newly issued shares of Common Stock determined by reference equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% [1/20], or [5]% undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 [1,000] and maturing on ________________ (CUSIP No. __________) (“"Treasury Security”"). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures Debt Securities will be pledged hereunder.] Pursuant to the terms of the Indenture (as defined below), the Company will issue the Debt Securities in an aggregate principal amount equal to or greater than the aggregate Stated Amount of all Corporate Units. Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units Securities have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for of such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in DebenturesDebt Securities, any Applicable Ownership Interest in the a Treasury Portfolio and any Treasury Securities to secure each Holder’s 's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures Debt Securities will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the appropriate Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject to the PledgePledge hereunder. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for of the Holders of Equity Units from time to timetime of the Securities, agree as follows:

Treasury Units. Each Corporate Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ September 1, 2016 (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued newly‑issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 Stock”) determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ G Debentures due ________________ September 1, 2018 (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued newly‑issued shares of Common Stock determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon zero‑coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ August 31, 2016 (CUSIP No. __________000000XX0) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact attorney‑in‑fact for such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s 's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry book‑entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact attorney‑in‑fact for the Holders of Equity Units from time to time, agree as follows:

Treasury Units. Each Corporate Unit will consist initially be comprised of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ June 1, 2015 (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued newly‑issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 determined by reference Stock”) equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ E Debentures due ________________ June 1, 2017 (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. Inc., formerly known as FPL Group Capital Inc (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist initially be comprised of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued newly‑issued shares of Common Stock determined by reference equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 1/20, or 5% %, undivided beneficial ownership interest in a zero-coupon zero‑coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ May 31, 2015 (CUSIP No. __________000000XX0) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for attorney‑in‑fact of such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s 's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry book‑entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for attorney‑in‑fact of the Holders of Equity Units from time to timetime of the Equity Units, agree as follows:

Treasury Units. Each Corporate Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ September 1, 2025 (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 Stock”) determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ M Debentures due ________________ September 1, 2027 (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued shares of Common Stock determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ August 31, 2025 (CUSIP No. __________000000XX0) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under DB1/ 132090770.6 the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures ebentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the Holders of Equity Units from time to time, agree as follows:

Treasury Units. Each Corporate Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ September 1, 2019 (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued newly‑issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 Stock”) determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ I Debentures due ________________ September 1, 2021 (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued newly‑issued shares of Common Stock determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon zero‑coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ August 31, 2019 (CUSIP No. __________000000XX0) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact attorney‑in‑fact for such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry book‑entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact attorney‑in‑fact for the Holders of Equity Units from time to time, agree as follows:

Treasury Units. Each Corporate Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ Debentures due ________________ (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued shares of Common Stock determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ (CUSIP No. __________) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] . Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the Holders of Equity Units from time to time, agree as follows:

Treasury Units. Each Corporate Unit will consist initially be comprised of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ September 1, 2015 (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued newly‑issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 determined by reference Stock”) equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ F Debentures due ________________ September 1, 2017 (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist initially be comprised of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued newly‑issued shares of Common Stock determined by reference equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon zero‑coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ August 31, 2015 (CUSIP No. __________000000XX0) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for attorney‑in‑fact of such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s 's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry book‑entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for attorney‑in‑fact of the Holders of Equity Units from time to timetime of the Equity Units, agree as follows:

Treasury Units. Each Corporate Unit will consist initially be comprised of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “"Purchase Contract”") under which (i) the Holder will purchase from the Company not later than ________________ February 16, 2006 (“"Purchase Contract Settlement Date”"), for $50 in cash, a number of newly-newly issued shares of common stock, $0.01 .01 par value per share, of the Company (“"Common Stock”)1 determined by reference Stock") equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Tax Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debenturesbeneficial ownership of a Series B Debenture due February 16, such debentures being the Series __ Debentures due ________________ (“Debentures”) 2008 issued by NextEra Energy FPL Group Capital Holdings, Inc. Inc (“NEE "FPL Group Capital”") (a "Debenture"), having a principal amount of $50 or (ii) following a Successful successful remarketing of the Debentures on the Initial Remarketing during the Period for Early RemarketingDate, the appropriate Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Tax Event Redemption or or, in certain cases, a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the appropriate Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist initially be comprised of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-newly issued shares of Common Stock determined by reference equal to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 1/20, or 5% %, undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ February 15, 2006 (CUSIP NoXx. __________000000 XX0 xx 000000 BR7) (“"Treasury Security”"). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ 1,320,000 additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] . Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units New Securities have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for of such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s 's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the appropriate Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject to the Pledgepledge hereunder. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for of the Holders of Equity Units from time to timetime of the New Securities, agree as follows: ARTICLE I DEFINITIONS For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

Treasury Units. Each Corporate Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ June 1, 2027 (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 Stock”) determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ N Debentures due ________________ June 1, 2029 (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued shares of Common Stock determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ May 31, 2027 (CUSIP No. __________000000XX0) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] DB 1/ 148045215.3 Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the Holders of Equity Units from time to time, agree as follows:

Treasury Units. Each If the Treasury Portfolio has replaced the Debt Securities as a component of the Corporate Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to timeUnits, a “Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract”) under which (i) Contract Settlement Date, substitute Treasury Securities for the Holder will purchase from Applicable Ownership Interests in the Company not later than ________Treasury Portfolio, but only in integral multiples of ________ (“Corporate Units. In such an event, the Holder shall transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Settlement Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio. The Company shall pay, on each Payment Date”), the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for $50 in cash, a number of newly-issued shares of common stock, $0.01 par value per share, such Payment Date. Contract Adjustment Payments will be payable at the office of the Company (“Common Stock”)1 determined by reference to in New York City or the applicable Settlement Rate and (ii) Corporate Trust Office of the Company will pay certain Purchase Contract Agent. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the Holders address of the Person entitled thereto at such Person's address as provided in it appears on the Purchase Contract AgreementSecurity Register, and (b) either (A) or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurredAgent. The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, (i) the Applicable Ownership Interest in Debenturesincluding, such debentures being the Series __ Debentures due ________________ (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketingwithout limitation, the Applicable Ownership Interest in rights of the Treasury PortfolioHolders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with action by any Holder, the Purchase Contract Agreement) Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holder, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Debt Securities or the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Each Treasury Unit will consist Subject to and upon compliance with the provisions of (a) a the Purchase Contract under which (i) Agreement, at the option of the Holder will purchase from thereof, Purchase Contracts underlying Units may be settled early at any time prior to 5:00 p.m. (New York City time) on the Company not later than fifth Business Day immediately preceding the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued shares of Common Stock determined by reference to the applicable Settlement Rate and Date (ii"Early Settlement") the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon U.S. Treasury security having a principal amount at maturity equal . In order to $1,000 and maturing on ________________ (CUSIP No. __________) (“Treasury Security”). 1 To be revised if preferred stock is exercise the right to be issued upon settlement of Purchase Contracts. [Pursuant effect Early Settlement with respect to the terms of the any Purchase Contract Agreementevidenced by this Certificate, the Company may issue up to __________ additional Holder of this Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] Pursuant Certificate shall deliver to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact for such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the form of immediately available funds payable to the Pledge hereunder, and order of the Treasury Securities Company in an amount (and the Applicable Ownership Interest in the Treasury Portfolio"Early Settlement Amount") will be beneficially owned by the Holders but will be held in book-entry form by the Securities Intermediary subject equal to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the Holders of Equity Units from time to time, agree as followssum of:

Treasury Units. Each Corporate Unit will consist of (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a “Purchase Contract”) under which (i) the Holder will purchase from the Company not later than ________________ September 1, 2022 (“Purchase Contract Settlement Date”), for $50 in cash, a number of newly-issued newly‑issued shares of common stock, $0.01 par value per share, of the Company (“Common Stock”)1 Stock”) determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) either (A) prior to the Purchase Contract Settlement Date so long as no Special Event Redemption or Mandatory Redemption has occurred, (i) the Applicable Ownership Interest in Debentures, such debentures being the Series __ J Debentures due ________________ September 1, 2024 (“Debentures”) issued by NextEra Energy Capital Holdings, Inc. (“NEE Capital”), or (ii) following a Successful Remarketing during the Period for Early Remarketing, the Applicable Ownership Interest in the Treasury Portfolio, or (B) upon the occurrence of a Special Event Redemption or a Mandatory Redemption (if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest in the Treasury Portfolio. Each Treasury Unit will consist of (a) a Purchase Contract under which (i) the Holder will purchase from the Company not later than the Purchase Contract Settlement Date, for $50 in cash, a number of newly-issued newly‑issued shares of Common Stock determined by reference to the applicable Settlement Rate and (ii) the Company will pay certain Contract Adjustment Payments to the Holders as provided in the Purchase Contract Agreement, and (b) a 5% undivided beneficial ownership interest in a zero-coupon zero‑coupon U.S. Treasury security having a principal amount at maturity equal to $1,000 and maturing on ________________ August 31, 2022 (CUSIP No. __________000000X00) (“Treasury Security”). 1 To be revised if preferred stock is to be issued upon settlement of Purchase Contracts. [Pursuant to the terms of the Purchase Contract Agreement, the Company may issue up to __________ additional Corporate Units and, if the Company issues such additional Corporate Units, the related Applicable Ownership Interest in Debentures will be pledged hereunder.] Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Equity Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact attorney‑in‑fact for such Holders, among other things, to execute and deliver this Agreement on behalf of and in the name of such Holders and to grant the pledge provided hereby of the Applicable Ownership Interest in Debentures, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities to secure each Holder’s obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Debentures underlying the Applicable Ownership Interest in Debentures will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder, and the Treasury Securities (and the Applicable Ownership Interest in the Treasury Portfolio) will be beneficially owned by the Holders but will be held in book-entry book‑entry form by the Securities Intermediary subject to the Pledge. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact attorney‑in‑fact for the Holders of Equity Units from time to time, agree as follows: