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(b)

On March 16, 2012, NextEra Energy, Inc. (the “Company”) commenced the implementation of its chief executive officer succession plan, pursuant to which, effective on July 1, 2012, Lewis Hay, III, the Chairman and Chief Executive Officer of the Company, will transition to Executive Chairman of the Board (the “Executive Chairman”) and James L. Robo, the President and Chief Operating Officer of the Company, will succeed Mr. Hay as Chief Executive Officer.

•	Mr. Hay notified the Board of Directors of the Company (the “Board”) that he intends to cease his current service as Chief Executive Officer effective on July 1, 2012; and

•	the Board appointed Mr. Hay to serve as Executive Chairman beginning on July 1, 2012 and continuing until December 31, 2013 or such other date as may be agreed by Mr. Hay and the Board.

(c)

On March 16, 2012, the Board appointed James L. Robo to succeed Mr. Hay as Chief Executive Officer of the Company, effective on July 1, 2012. As Chief Executive Officer, Mr. Robo will serve as the Company's principal executive officer. Mr. Robo, age 49, has served as the Company's President and Chief Operating Officer since December 15, 2006. He previously served as President of the Company's subsidiary, NextEra Energy Resources, LLC, since July 2002 and as Vice President, Corporate Development and Strategy of the Company since March 2002. Before joining the Company, Mr. Robo served in several executive positions of increasing responsibility with subsidiaries of General Electric Company. Mr. Robo will continue his service as President of the Company. It is anticipated that Mr. Robo will be appointed to the Board on or about the effective date of his commencement of service as Chief Executive Officer.

•

Performance shares with a target grant date fair value of $2.3 million for the three-year performance period January 1, 2012 through December 31, 2014 and a vesting date of July 1, 2015, and with the terms and conditions set forth in a performance share award agreement in substantially the form filed as Exhibit 10(a) to the Company's current report on Form 8-K dated October 13, 2011 and incorporated by reference in this paragraph (c).

•

Deferred retirement awards with a grant date fair value of $2.3 million, vesting 50% in 2017 and 50% in 2022, with mandatory deferral of all vested shares and shares obtained with reinvested dividends, until retirement or termination of employment (with certain exceptions for death, disability or change in control of the Company), and otherwise with the terms and conditions set forth in a deferred stock award agreement in substantially the form filed as Exhibit 10(a) to this report and incorporated by reference in this paragraph (c).

(e)

On March 16, 2012, in connection with the matters reported in paragraph (b) of this Item 5.02, Mr. Hay and the Company executed a waiver letter (the “waiver letter”) in which, among other actions, Mr. Hay waived certain of his rights under his Amended and Restated Employment Letter dated December 10, 2009 with the Company (the “employment letter”), his Amended and Restated Executive Retention Employment Agreement effective December 10, 2009 with the Company (the “retention agreement”), his equity award agreements and the incentive plans under which such equity award agreements were issued. The Company previously has filed with the Securities and Exchange Commission copies of the employment letter, the retention agreement, the forms of Mr. Hay's equity award agreements, and the related incentive plans.

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•	not to diminish materially Mr. Hay's duties and responsibilities as Executive Chairman from time to time during the term of Mr. Hay's employment under the employment letter from the duties and responsibilities set forth in the waiver letter without Mr. Hay's prior written consent;

•	not to set or maintain Mr. Hay's target equity compensation for 2013 at an amount that is less than 63% of Mr. Hay's target equity compensation for 2012; and

•	upon Mr. Hay's retirement from his position as Executive Chairman effective on December 31, 2013 or on such other date as the Board and Mr. Hay may otherwise agree, that such retirement will be deemed to be an “approved early retirement” for all purposes under the employment letter and his equity award agreements.

•	if awards of stock appreciation rights (“SARs”) are settled in shares of the Company's common stock, the gross number of shares subject to such SARs will be deducted from the shares available for issuance under the 2011 LTIP; and

•	awards of stock options and SARs will have a minimum vesting period of three years (with pro rata vesting permitted during the vesting period), subject to a de minimis exception set forth in the amended 2011 LTIP.

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