L-19-219, Supplement to Application for Order Consenting to Transfer of Licenses and Conforming License Amendments

Supplement to Application for Order Consenting to Transfer of Licenses and Conforming License Amendments

ML19268A053
Person / Time
Site:	Beaver Valley, Davis Besse, Perry, 07201043, 07200069
Issue date:	09/25/2019
From:	Benyak D FirstEnergy Nuclear Operating Co
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
References
EPID-L-2019-LLM-0000, L-19-219
Download: ML19268A053 (40)

Text

FENOC 341 White Pond Dive F/rsf Eneq$/ Atrclear @ating Coozpany Akron, Ahio 44320 Darin M. Benyak Vice President, Nuclear Support and Regulatory Affairs September 25, 2019 L-19-219 10 cFR 50.80 10 cFR 50.90 10 cFR 72.sO U.S. Nuclear Regulatory Commission Attention: Document Control Desk Washington, D,C. 20555

SUBJECT:

Beaver Valley Power Station, Unit Nos. 1 and 2 Docket No. 50-334, License No. DPR-66 Docket No. 50-412, License No. NPF-73 Beaver Valley Power Station, Unit Nos. 1 and 2, ISFSI Docket No. 72-1043 Davis-Besse Nuclear Power Station, Unit No. 1 Docket No. 50-346, License No. NPF-3 Davis-Besse Nuclear Power Station, Unit No. 1 ISFSI Docket No. 72-14 Perry Nuclear Power Plant, Unit No. 1 Docket No. 50-440, License No. NPF-58 Perry Nuclear Power Plant, Unit No. 1 ISFSI Docket No. 72-69 tto lication for Order Licenses and Conformin License Amendments (EPID-L-201 9-LLM-0000)

By letter dated April 26,2419 (Accession No. ML19116A087), as supplemented by letters dated May 31, 2019 (Accession No. ML19151A531), August 2, 2019 (Accession No. ML19214A100), and August 29, 2019 (Accession No. ML19241A462), FirstEnergy Nuclear Operating Company (FENOC), acting on behalf of itself and FirstEnergy Nuclear Generation, LLC (FENGen, or together with FENOC, the Applicants), submitted an application (Application) for transfer of control of Beaver Valley Power Station, Unit Nos. 1 and 2 (BVPS-1 , BVPS-2, or collectively as BVPS); Davis-Besse Nuclear Power Station, Unit No. 1 (DBNPS); and Perry Nuclear Power Plant, Unit No. 1 (PNPP); and their respective generally licensed independent spent fuel storage installation facilities (lSFSls)

Beaver Valley Power Station, Unit Nos. 1 and 2 Beaver Valley Power Station ISFSI Davis-Besse Nuclear Power Station, Unit No. 1 Davis-Besse Nuclear Power Station ISFSI Perry Nuclear Power Plant, Unit No. 1 Perry Nuclear Power Plant ISFSI L- 1 9-21 I Page 2 (collectively referred to as the Facilities). -The transaction described in the Application would result in the transfer of control of the Applicants to a newly created ultimate parent company, referred to as New HoldCo, which would be a separate legal entity from the current ultimate parent company, FirstEnergy Corp. As described in the Application, the transfer of control would facilitate the Applicants' emergence from bankruptcy.

As described in the letter dated May 31,2019, FENOC committed to reconcile any shortfall in decommissioning funding assurance for BVPS-1 in accordance with 10 CFR 50.75(e)(1) on or priorto the date the license transfertransaction is consummated. ln the letter dated August 29,2019, FENOC reiterated that a shortfall in the BVPS-1 nuclear decommissioning trust exists. FENOC intends to reconcile the shortfall by depositing funds lnto a provisional decommissioning trust. A form of the provisional decommissioning trust agreement is attached. FENOC remains committed to reconcile the shortfall on or prior to the date the license transfer transaction is consummated.

As described in the letter dated April 26, 2019, the Application was submitted to the NRC in advance of confirmation of the Plan of Reorganization (Plan) in order to permit prompt implementation of the Plan upon confirmation by the bankruptcy court. NRC approval of the Application is required before the Applicants can reorganize and emerge from bankruptcy. Due to unsettled issues associated with the bankruptcy process, the Applicants have not yet received confirmation of the Plan. Therefore, the Applicants continue to request NRC approval of the Application as soon as practicable following the completion of commitments associated with the Application.

The information provided in this submittal does not invalidate the no significant hazards consideration analysis provided in the Application.

There are no regulatory commitments contained in this letter. lf there are any questions or if additional information is required, please contact Mr. Thomas A. Lentz, Manager, Nuclear Licensing and Regulatory Affairs, at (330) 315-6810.

Beaver Valley Power Station, Unit Nos. 1 and 2 Beaver Valley Power Station ISFSI Davis-Besse Nuclear Power Station, Unit No. 1 Davis-Besse Nuclear Power Station ISFSI Perry Nuclear Power Plant, Unit No. 1 Perry Nuclear Power Plant ISFSI L- 1 9-21 I Page 3 I declare under penalty of perjury that the foregoing is true and correct. Executed on September LS , 2019.

Sincerely, s

Darin M. Benyak

Attachment:

Form of FirstEnergy Nuclear Generation, LLC Provisional Decommissioning Trust Agreement for Beaver Valley Power Station Unit 1 cc: Director, NRR NRC Region I Administrator NRC Region lll Administrator NRC Project Manager - FENOC FIeet NRC Resident lnspector - Beaver Valley Power Station NRC Resident lnspector - Davis-Besse Nuclear Power Station NRC Resident lnspector - Perry Nuclear Power Plant Director BRP/DEP Site Representative BRP/DEP Branch Chief, Ohio Emergency Management Agency, State of Ohio (NRC Liaison)

Utility Radiological Safety Board

Attachment L-19-219 Form of FirstEnergy Nuclear Generation, LLC Provisional Decommissioning Trust Agreement for Beaver Valley Power Station Unit 1 (Thirty-six pages follow)

FIRSTENERGY NUCLEAR GENERATION, LLC PROVISIONAL DECOMMISSIONING TRUST AGREEMENT FOR BEAVER VALLEY POWER STATION UNIT 1 Dated IDATE],2019

TABLB OF CONTENTS Page ARTICLE I DEFINITIONS.................r.......or..+..rrrr.+..r..+r.+..+r.+..errr.......r..r.....+r....e...r..rr.+r.+..+..o 7 1 .01 Definitions........ 2 ARTICLE2 PROVISIONAL TRUST PURPOSE AND NAME 4 2.01 Provisional Trust Purpose 4 2.02 Establishment of Provisional Trust............ 4 2.03 Acceptance of Appointment 5 2.04 Name of Provisional Trust 5 2.05 No Authority to Conduct Business 5 2.06 No Transferability of Provisional Trust ....... 5 ARTICLE 3 CONTRIBUTIONS...............r.r..rr..rrrr?rr+..rr.rr.rr.r..rrr.rrrrrrrr...rr.r.rrr.r.rr...r..r..r..r..rr.rt 5 3.01 Contributions. 5 3.02 Pooling and Allocation of Net Income 6 ARTICLE 4 DISTRIBUTIONS...........o....r....+r..r.rr.r..rr...rr..rr.rr.r..rr.r..........r..rr..r..r.rr....e......r..r.. 6 4.01 Payment of Decommissioning Costs and Administrative Expenses 6 4.02 Administrative Expenses 6 4.03 Fees 6 4.04 Liquidation of Investments 7 4.05 Other Distributions.. 7 ARTICLE 5 TERMINATION.....................r.r..r..rrrr.r..r.+r..r.rrr.rr..rrr.tr.rrrrr...rrrr.r........r..rr.rr.+r.r..r I 5.01 Termination of Provisional Trust............ I 5.02 Distribution of Provisional Trust Upon Termination........ I ARTICLE 6 TRUSTEES aaa..........r.rrr...r..rr.+rr +rr.+rrrr.rr.rr rr.rr. rr.rr. +rr rrr.. rrr.r.rrr.rr rrr.rrr...rr. +r.+r. +r..rr.rr.r I 6.01 Authority of Trustee.......... I 6.02 Authorized Representative I 6.03 Authorized Instructions.... I 6.04 Authentication.. 9 6.05 Security Procedure .......... I 6.06 On-Line Systems 9 6.07 "Securities" 9 6.08 Subcustodians 10 TABLE OF'CONTENTS (continued)

Page 6.09 Deposits l1

6. 10 Depositories. l1 6.1 I Overdrafts and Indebtedness 11 6.12 Securing Repayment ..... ll

6. 13 Pricing and Other Data.. ll 6.14 Books of Account T2 6.15 Centralized Functions 13 6.r6 Standard of Care/Limitation on Liability 13 6.17 Indemnification t4 6.1 I Force Majeure l4 6.r9 Foreign Exchange t4 6.20 Merger of Trustee t4 6.21 Required Disclosure........... l5 6.22 Designation and Qualification of Successor Trustee(s) l5 6.23 Exoneration from Bond..... 16 6.24 Resignation 16 6.25 Transactions With Third Parties t6 ARTICLET 16 7.01 16 7.02 Specific Powers of the Trustee 18 7.03 Discretion in Exercise of Powers.......... t9 ARTICLE 8 INVESTMENTS............r..r..t.........r...rr.rr..+.......1..................r..r..rr......or.....o........ 20 8.01 General Investment Powers 20 8.02 Direction by Investment Manager(s) 20 8.03 Prohibition Against Nuclear Sector Investments....... 22 ARTICLE 9 MISCELLANEOUS.......e.rt..rt.rt.et................e....i.........r..+.e...........r..................r. 22 9.01 Headings 22 9.02 Interpretation..... 22 9.03 Severability of Provisions ......... 23 9.04 Delivery of Notices Under Agreement 23

-ll-

TABLB OF CONTENTS (continued)

Page 9.0s USA PATRIOT Act ZJ 9.06 Sanctions ............ ,/1 9.07 Alterations and Amendments... 24 9.08 Successors and Assigns. 25 9.09 Governing Law 25 9.10 Contractual Income ....... 25 9.1 I Contractual Settlement.... 26 9.12 Accounting Year 26 9.13 Counterparts ...... 26 9.14 Decommissioning Liability 26 9.15 Entire Agreement ........ 26 9.16 Representation.. 26 EXHIBITS Exhibit A Decommissioning Certificate No.

Exhibit B Distribution Certificate No.

Exhibit C Cross-Trading Information

-l1r-

PROVISIONAL DECOMMISSI ONING TRUST AGREEMENT PROVISIONAL DECOMMISSIONING TRUST AGREEMENT made as of this _

day of [MONTH], 2019, by and between FIRSTENERGY NUCLEAR GENERATION, LLC, an Ohio limited liability company (the "-s4pggy"), *d THE BANK OF NEW YORK MELLON, & New York state hank having trust powers (the "Trustee"), ,r Trustee.

WHEREAS, Beaver Valley Power Station ("BVPS") Unit I (the "Unif') is a nuclear fueled electric generating unit, which will require Decommissioning (as defined below) at the end of its useful life; WHEREAS, pursuant to the requirements of the Nuclear Regulatory Commission (the "W") regulations in Title 10, Chapter I of the Code of Federal Regulations, Part 50, the owner ofthe Unit is required to create and maintain a source of funding to provide forthe costs associated with the Decommissioning of the Unit; V/HEREAS, the Company previously established a Nuclear Decommissioning Master Trust, operating under the Nuclear Decommissioning Master Trust Agreement, dated as of December 1,2005, by and between the Company and the Trustee (the "Master lfrus!"), which, provides financial assurance for Decommissioning of the Unit, subject to certain regulatory approvals;

$/HEREAS, the current balance in the Master Trust is insufficient to provide the full amount of financial assurance required by the NRC, but in the future circumstances may change such that the Master Trust is adequate on its own to meet NRC's decommissioning funding assurance requirements; WHEREAS, the Company desires to form a provisional trust (the "Provisional Trust")

to hold certain funds to provide additional financial assurance for Decommissioning of the Unit, with such funds being subject to distribution to the Company under certain circumstances as specifically provided herein; WHEREAS, pursuantto Code sections 671 and 677, the Provisional Trust is intended to constitute a grantor trust under Code sections 674-677, with the Company treated as the grantor, and as such, the income, gains, deductions, losses and credits of the Provisional Trust shall be treated as income, gains, deductions, losses and credits of the Company; and WHEREAS, The Bank of New York Mellon is willing to serve as Trustee of the Provisional Trust on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trustee hereby agrees:

TO HAVE AND TO HOLD the assets of the Provisional Trust; TO INVEST AND REINVEST the same as provided herein; I

IN TRUST NEVERTHELESS, for the uses and purposes and upon the terms and conditions, as hereinafter set forth; and TO PAY OR DISTRIBUTE from the Provisional Trust as provided herein.

ARTICLB 1 DEFINITIONS 1.01 Definitions. As used in this Provisional Decommi ssioning Trust Agreement, the following terms shall have the following meanings:

(a) " " has the meaning given in Section 4.02.

(b)..Ag@,meanSthisProvisionalDecommissioningTrustAgreementasthe same may be amended, modified, or supplemented from time to time.

(c) "Alternate Fundinq Determination" means (i) a determination by the Company thatthe fund balances of the Master Trust fully satisff theNRC's requirements for financial assurance for Decommissioning of the Unit, or (ii) a determination that the conditions of the Funding Regulation have been satisfied using an alternative method of financial assurance for Decommissioning of the Unit in accordance with NRC requirements.

(d)..@,meansal1applicable1aws,statutes,treaties,rules,codes, ordinances, Regulations, certificates, orders, interpretations, licenses and permits of any Governmental Authority and judgments, decrees, injunctions, writs, orders or like action of any court, arbitrator or other judicial or quasi-judicial tribunal of competent jurisdiction (including those pertaining to health, safety, the environment or otherwise).

(e)oo,,meanSthepersonsdesignatedassuchpursuantto Section 6.02.

(0 ooEgql4ggqlQqy" means a day other than Saturday or Sunday or any day which is a legal holiday or a day on which banking institutions in the State of Ohio are authorized or required by Applicable Law or other action of a Governmental Authority to close.

(g) ooQqglg" means the Internal Revenue Code of 1986, as amended.

(h) "eglqpgry" has the meaning given in the Preamble of this Agreement.

(i)..@,meanStheremovalofanyoralloftheUnitfromserviceand disposal of its components and materials in accordance with Applicable Law. This process shall include, but not be limited to: (i) pre-shutdown planning activities related to the Unit's removal and disposal including studies, licensing, and regulatory filings and non-DOE spent fuel storage, (ii) work done to prepare and carry out DECON or SAFSTOR (as defined by the NRC) of the Unit and the Site, whichever is applicable, (iii) the removal of radioactively contaminated and radioactively uncontaminated portions of the Unit and disposing of the same at the end of the operating life of the Unit, (iv) work done to the Site and the Unit's associated equipment and 2

facilities and to other areas, whether or not such areas are contiguous to the Site and equipment and facilities, in order to decontaminate such Site and such areas, (v) work done by or on behalf of the Company (or for which the Company is charged) to a facility where any portion of the Unit and their associated equipment and facilities are to be disposed of in order to prepare and maintain such facility as a disposal site, and (vi) any other activities as authorized by the NRC.

fi) " 'means a document properly completed and executed by an Authorized Representative of the Company and substantially in the form of Exhibit A as it may from time to time be amended.

(k)..,meanSallcostsandexpenseSrelatingoraIlocableto, or incurred in connection with, Decommissioning, including, but not limited to, the decontamination and/or removal of the equipment, structures and portions of the Unit and the Site, including planning; provided, however, that if Applicable Lawprohibits the foregoing or imposes requirements that are more costly to implement than their removal, the term "Decommissioning Costs" shall mean all costs and expenses relating or allocable to, or incurred in connection with, the requirements imposed by Applicable Law at the end of the Unit's operating life.

(l).,,,meanSadocumentproperlycompletedandexecuted by an Authorized Representative ofthe Company and substantially inthe form of Exhibit B as it may from time to time be amended.

(m) " ' shall mean those programs, policies, procedures and measures designed to ensure compliance with, and prevent violations of, Sanctions.

(n)..@,,meanSthedateofthisAgreementasshownonthefirstpage hereof.

(o) "@g!!g8" has the meaning given in Section 7.02(h).

G)..@,meanS10CFR$50.75,oranycomparableRegulation promulgated by the NRC.

(q) "fu!!q" means the funds held in the Provisional Trust.

(r)o.,,meanSanyfederal,state,county,municipal,foreign, international, regional or other goveflrmental authority, agency, board, body, instrumentality or court, including, without limitation, the NRC.

(s) "@'has the meaning given in Section 3.01.

(t) "@" has the meaning given in Section 8.01.

(u) " ' has the meaning given in Section 8.01.

(v) "@!EIIEE!" has the meaning given in the Recitals of this Agreement.

J

(*) "NMSS Director" has the meaning given in Section 4.05(c).

(") (6NRC" has the meaning given in the Recitals of this Agreement.

(V) "Q1g!gI" means any order relating to Decommissioning issued by a Governmental Authority and applicable to a nuclear fueled electric generating unit.

(z) "Permitted Designffi" has the meaning given in Section 4.05(a).

(aa) "Provi[lonal T.fust" has the meaning given in the Recitals of this Agreement.

(bb) "Bggulation" means any requirement having the force of law, which is binding on the Company.

(cc) "S,Ug!iong" shall mean all economic sanctions, laws, rules, regulations, executive orders and requirements administered by any govenrmental authority of the U.S. (including the U.S. Office of Foreign Assets Control) and the European Union (including any national jurisdiction or member state thereof), in addition to any other applicable authority with jurisdiction over the Company.

(dd) "Eerv.]ce" means the Internal Revenue Service or any successor thereto.

(ee) 6'Site" means the land upon which the Unit is situated.

(ff) 'ob!gg" has the meaning given in the Preamble of this Agreement, or any successor appointed pursuant to Section 6.22.

ARTICLE 2 PROVISIONAL TRUST PURPOSE AND NAME 2.0I Provisional Trust Purpose. Subject only to the provisions of Article 4, the exclusive putpose of this Provisional Trust is to provide financial assurance for Decommissioning the Unit, in addition to that already provided by the Master Trust, by accumulating and holding funds for the contemplated Decommissioning of the Unit and to use such funds, if necessary, in the first instance, for expenses related to the Decommissioning of the Unit as defined by the NRC in its Regulations and issuances, and as provided in the licenses issued by the NRC for the Unit and any amendments thereto.

2.02 Establishment of Provisional Trust. By execution of this Agreement, the Company:

(a) establishes the Provisional Trust for the benefit of the Company and the NRC (but in the case of the NRC, only to the extent that the provisions of 3l U.S.C. 3302(b) would not be applicable), which shall be effective on the Effective Date and which shall consist of the Initial Contribution delivered to the Trustee by the Company in accordance with Section 3.01, as well as investments, reinvestments and earnings on such Initial Contribution, as well as any subsequent contributions; and 4

(b) appoints The Bank of New York Mellon as Trustee of the Provisional Trust.

2.03 Acceptance of Appointment. Upon the terms and conditions set forth in this Agreement, The Bank of New York Mellon accepts appointment as Trustee of this Provisional Trust. The Trustee declares that it will hold all estate, right, title and interest it may acquire hereunder exclusively for the pu{poses set forth in this Article 2, subject only to the provisions of Article 4. The Trustee shall receive the Initial Contribution deposited with it by the Company in trust for the benefit of the Company. The Trustee shall hold, manage, invest and administer the assets of this Provisional Trust, together with earnings and appreciation thereon, in accordance with this Agreement. In performing its duties under this Agreement, the Trustee shall exercise the same care and diligence that it would devote to its own property in like circumstances. In addition, to the extent the Trustee or an Investment Manager is managing assets of this Provisional Trust, the Trustee or such Investment Manager shall act in accordance with the general standards of prudent investment as specified in 1 I CFR

$ 35.32(a)(3) or any comparable Regulation. The Company and the Trustee intend that no third party shall have access to the Provisional Trust except as provided herein.

2.04 Name of Provisional Trust. The Initial Contribution received by the Trustee, together with the proceeds, reinvestments and appreciation thereof and any additional contributions shall constitute the "FirstEnergy Nuclear Generation, LLC BVPS Unit 1 Provisional Decommissioning Trust" (herein, the "Provisional Trust").

2.05 No Authority to Conduct Business. Subject to Article 4, the purpose of the Provisional Trust is limited specifically to the matters set forth in Section?.}l, and there is no objective to carry on any business unrelated to the Provisional Trust purpose set forth in Section 2.0L, or divide the gains therefrom.

2.06 No Transferability of ProvigiQnal Trust. The interest of the Company in the Provisional Trust is neither transferable, whether voluntarily or involuntarily, by the Company nor subject to the payment of the claims of creditors of the Company; provided, however, that any creditor of the Company as to which a Decommissioning Certificate has been properly completed and submitted to the Trustee may assert a claim directly against the Provisional Trust in an amount not to exceed the amount specified in such Decommissioning Certificate; and provided, further, that all or aportion of the interest of the Company in the Provisional Trust may be transferred to a purchaser of all or substantially all of the assets of the Unit that also assumes responsibility for Decommissioning such Unit.

ARTICLE 3 CONTRIBUTIONS 3.01 Contributions. Upon the Effective Date of this Agreement and establishment of the appropriate account by the Trustee, the Company shall contribute [XXX] Million Dollars

($-,000,000)incashtotheProvisionalTrust(theo.@,,).Thereafter, contributions may be made by the Company from time to time.

5

3.02 Poolins and Allocation ofNet Income. The Trustee may pool the assets of this Provisional Trust for investment purposes in accordance with the written instructions of the Company, subject to the limitations on investments contained in Article 8. Net income shall be allocated on a pro rata basis, based upon the relative proportion of assets pooled. The Trustee may rely upon the written opinion of legal counsel of the Company, who may be an employee of the Company, with respect to any question arising under this Section 3.03.

ARTICLE 4 DISTRIBUTIONS 4.01 Payment of Decommissioning Costs and Administrative Expenses. In addition to payments otherwise authorized by this Agreement, the Trustee shall make payments out of assets of the Provisional Trust upon presentation to the Trustee of a Decommissioning Certificate by the Company instructing the Trustee to disburse amounts in the Provisional Trust in a manner designated in such Decommissioning Certificate for purposes of paying costs, liabilities and expenses of Decommissioning or, if so specified, administrative expenses related to services authorized by the Companypursuantto Section4.02. If the assets ofthe Provisional Trust are insufficient to permit the payment in full of amounts to be paid pursuant to a Decommissioning Certificate, the Trustee shall have no liability with respect to such insufficiency and no obligation to use its own funds to pay the same.

4.02 Administrative Expenses. In addition to the payment of administrative expenses paid pursuant to Section 4.01, from time to time, the Trustee shall make payments of all administrative expenses (including taxes whether imposed upon the Provisional Trust or upon the Company or its affiliates, reasonable out-of-pocket expenses, and the Trustee's fees as specified in the agreement referred to in Section 4.03 (collectively, the "Adudutstrative Expenses")) in connection with the operation of the Provisional Trust pursuant to this Agreement. At the direction of an Authorized Representative, (which direction shall include the amountto be distributed) the Trustee shall distribute, withinthirty (30) Business Days of the end of each calendar quarter, to the Company an amount equal to the aggregate federal, state and local tax attributable to its interest in the Provisional Trust that would have been imposed on the Company for such quartero determined as if the Company had filed separate federal, state and local income tax returns with taxes computed at the maximum marginal corporate tax rate. Such distribution shall be reduced, but not below zero, for any excess distributions made hereunder with respect to prior quarters such that the total distributions under this Section 4.02 with respect to any calendar year equals the federal, state and local taxes that would be due if the Company filed separate federal, state and local income tax returns with taxes computed at the maximum marginal corporate tax rate. If the assets of the Provisional Trust are insufficient to permit the payment in full of amounts payable under this Section 4.02, the Trustee shall have no liability with respect to such insufficiency and no obligation to use its own funds to pay the same.

4.03 Fees. The Trustee shall receive as exclusive compensation for its services such amounts as may from time to time be agreed to by the Trustee and the Compffiy, as well as expenses necessarily incurred by it in the execution of the Trusts hereunder. The Company acknowledges that, as part of the Trustee's compensation, the Trustee will earn interest on 6

balances, including disbursement balances and balances arising from purchase and sale transactions.

4.04 Liquidation of Investments. At the direction of the Company or its Investment Manager, the Trustee shall sell or liquidate such investments of the Provisional Trust as may be specified, with the proceeds to be credited to the Provisional Trust.

4.05 Other Distributions. The Trustee shall distribute the assets of the Provisional Trust, after payment of or reserve for any remaining Administrative Expenses, or costs of termination, to the Company, and any of its designated affiliates, subsidiaries or assigns (each, a

$Permitted Desiqnee") and/or to the Master Trust in the manner described in this Section 4.05.

(a) Event of an Alternate If there has been an Alternate Funding Determination, the Company shall have the right, subject to the provisions of Section a.05(c) below, to a distribution (at the election of the Company, to be made in cash or in kind) of up to all of the assets of the Provisional Trust, such distribution to be made to the Company or its Permitted Designee upon presentation to the Trustee of a Distribution Certificate in which the Company has indicated its right to receive a "Distribution in the Event of an Alternate Funding Determination."

(b) Distribution to the Master Trust. At any time, the Company, in its sole discretion, may direct the Trustee to distribute the assets of the Provisional Trust, in whole or in part, to the Master Trust.

(c) Distributions in the Absence of an Alternate Funding Determination. If no Alternate Funding Determination has been made, the Trustee shall make payments in accordance with Section 4.01.

(d) Notice to the NRC. Except for withdrawals being made after Decommissioning has begun or forpayments pursuant to Section4.02 in connectionwith the operation of the fund, no disbursement or payment may be made from the trust until the Company provides written notice of the intention to make a disbursement or payment has been given to the NRC's Director, Office of Nuclear Reactor Regulation ("NRR Director") or Director, Office of Nuclear_Material Safety and Safeguards ("NMSS llirector"), ns applicable, at least 30 working days before the date of the intended disbursement or payment. The disbursement or payment from the trust may be made following the 3O-working day notice period if the Trustee does not receive written notice of objection from the NRR Director or NMSS Director within the notice period.

Disbursements or payments from the trust, other than for payments pursuant to Section 4.02 in connection with the operation of the fund or for a distribution pursuant to Section 4.05(a), are restricted to Decommissioning expenses or transfer to another financial assurance method acceptable under applicable NRC regulations until final Decommissioning has been completed.

After Decommissioning has begun and withdrawals from the decommissioning fund are made after Decommissioning has begun, no further notification need be made to the NRC.

7

ARTICLE 5 TERMINATION 5.01 Termination of Provisional Trust. The Provisional Trust shall terminate only as and when the application on the first to occur of (i) the date on which all the assets and property of the Provisional Trust have been distributed pursuant to Section 4.05, (ii) the completion of the Decommissioning of the Unit (as evidenced by written notification of that fact to the Trustee by the Authorized Representative) or (iii) twenty-one (21) years after the death of the last survivor of each person who was an officer or director of the Company on the date of this Agreement and each of their descendants born on or prior to that date. Prior to its termination, this Provisional Trust shall be irrevocable.

s.02 on of Provisional Upon termination of this Provisional Trust, the Trustee shall, at the direction of the Company or its Investment Manager, liquidate the assets of the Provisional Trust and distribute them (including accrued, accumulated and undistributed net income) in such mamer as is consistent with any terms and conditions imposed by any Governmental Authority withjurisdiction overthe Unit, less all reasonable final Administrative Expenses (including accrued taxes), to the Company.

ARTICLE 6 TRUSTEES 6.01 Authoritv of Trustee. The Trustee shall have the authority and discretion to manage and control the Funds to the extent provided in this Agreement but does not guarantee the Funds in any manner against investment loss or depreciation in asset value or guarantee the adequacy of the Funds to satisff the Decommissioning Costs.

6.02 Authorized Representative. "Authorized Representative" shall mean any Person authorized by the Company or an Investment Manager to give oral or written Instructions with respect to the Fund or with respect to foreign exchange, derivative investments or information and transactional web based services provided by the Trustee or any direct or indirect subsidiary of The Bank of New York Mellon Corporation (a "BNY Mellon Affiliate"). "@l Instructions" shall mean instructions expressed in spoken words received by the Trustee and ritten Instructions" shall mean written cofitmunications received by the Trustee by S.W.I.F.T., overnight delivry, postal services, facsimile transmission, email, on-line cofitmunication system or other method or system, each as specified by the Trustee as available for use in connection with the services hereunder. Authorized Representatives shall include Persons authorized by an Authorized Representative. Authorized Representatives, their signatures and the extent of their authority shall be provided by Written Instructions. The Company shall cause the Investment Manager to furnish the Trustee with Written Instructions identiffing Authorized Representatives and their signatures. The Trustee may conclusively rely on the authority of such Authorized Representatives until it receives a Written Instruction to the contrary.

I

6.03 Authorized Instructions. The Trustee shall be entitled to rely upon any Oral or Written Instructions actually received by the Trustee and reasonably believed by the Trustee to be from an Authorized Representative ("Authorized IBstructions"). The Company agrees that an Authorized Representative shall forward to the Trustee Written Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to the Trustee. The Trustee may act on such Oral Instructions but is not obligated to do so until Written Instructions are received. The Company agrees that the fact that Written Instructions confirming Oral Instructions are not received or that contrary Written Instructions are received by the Trustee shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by the Trustee. Provided, however, that if the Trustee has not yet acted upon Oral Instructions upon receipt of contrary Written Instructions, the Trustee shall be bound by such Written Instructions.

6.04 Authentication. If the Trustee receives Written Instructions that appeffi on their face to have been transmitted by an Authorized Representative via (i) facsimile, email, or other electronic method that is not secure, or (ii) secure electronic transmission containing applicable authorization codes, passwords or authentication keys, the Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Written Instructions and that the Trustee shall be entitled to conclusively presume that such Written Instructions have been sent by an Authorized Representative and are Authorized Instructions. The Company shall be responsible for ensuring that only Authorized Representatives transmit such Written Instructions to the Trustee and that all Authorized Representatives treat applicable user and authorization codes, passwords and authentication keys with extreme care.

6.05 Security Procedure. The Company acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to the Trustee and that there may be more secure methods of transmitting Written Instructions than the method selected by the sender. The Company agrees that the security procedures, if ffiy, to be followed in connection with a transmission of Written Instructions provide to it a coiltmercially reasonable degree of protection in light of its particular needs and circumstances.

6.06 On-Line S).stems. If an Authorized Representative elects to transmit Written Instructions through an on-line cofilmunication system offered by the Trustee, the use thereof shall be subject to any terms and conditions contained in a separate written agreement. If an Authorized Representative elects, with the Trustee's prior consent, to transmit Written Instructions through an on-line corlmunications service owned or operated by a third party, the Company agrees that the Trustee shall not be responsible or liable for the reliability or availability of any such service.

6.07 "Securities" shall include, without limitatiotr, ffiy common stock and other equity securities, depository receipts, limited partnership and limited liability company interests, bonds, debentures and other debt securities, notes or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository (as defined below), with a Subcustodian (as defined below) or on the books of the issuer) that are acceptable to the Trustee.

Subject to the terms hereof, the Company hereby authorizes the Trustee to hold any Securities in I

registered form in the name of the Trustee or one of its nominees. Securities held hereunder shall be segregated on the Trustee's books and records from the Trustee's own property. The Trustee shall be entitled to utilize Subcustodians and Depositories in connection with its performance hereunder. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of the Trustee's or a BNY Mellon Affiliate's agreements with such Subcustodians. Securities and cash deposited by the Trustee in a Depository will be held subject to the rules, terms and conditions of such Depository. Subcustodians may hold Securities in Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular subcustodian agreement, Securities deposited with Subcustodians will be held in a commingled account in the name of the Trustee or a BNY Mellon Affiliate for its clients. The Trustee shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Depositories or Subcustodians. In no event shall the Trustee be liable for any losses, costs, expenses, damages, liabilities and claims

("Losses") arising out of the holding of Securities or cash in any particular country, including but not limited to, Losses resulting from nationalization, expropriation or other goveffrmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations or currency redenomination; availability of Securities or cash or market conditions which prevent the transfer of property or the execution of Securities transactions or affect the value of property ountry Risk Events 6.08Subcustodians...W@,,shal1meanabankorotherfinancialinstitution (other than a Depository) that is utilized by the Trustee or by a BNY Mellon Affiliate, in its discretion, in connection with the purchase, sale or custody of Securities or cash hereunder. The Trustee shall exercise reasonable care in the selection or retention, monitoring and continued use of Subcustodians in light of prevailing rules, practices, procedures and circumstances in the relevant market (the "Required Car.g").

With respect to any Losses incurred by the Trust, the Compfltry, or any other person as a result of the acts or the failure to act by any Subcustodian ("Operational Lossm,") which specifically excludes Losses arising out of or relating to Country Risk Events), the Trustee shall be liable for:

(a) Operational Losses with respect to Securities or cash held by the Trustee with or through a BNY Mellon Affiliate; and (b) Operational Losses with respect to Securities or cash held by the Trustee with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Trustee to exercise Required Care.

With respect to all other Operational Losses not covered by clauses (a) and (b) above, the Trustee shall take appropriate action to recover Operational Losses from such Subcustodian, and Trustee's sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Trustee).

In addition, the Trustee shall be liable for repayment to the Trust of cash credited to the Fund and credited to any relevant cash account at the Subcustodian that the Trustee is not able to recover from the Subcustodian (other than as a result of Country Risk Events).

10

6.09 Deposits. The Trustee may hold cash in accounts or may arrange to have such cash held by a BNY Mellon Affiliate, Subcustodian, or with a Depository (defined below).

Where cash is on deposit with the Trustee, a Subcustodian, a BNY Mellon Affiliate or a Depository, it will be subject to the terms of this Agreement and such deposit terms and conditions as may be issued by such entity from time to time.

6.10 Depositories. "Depository" shall include the Book-Entry System, the Depository Trust Company, Euroclear, Clearstream Banking S.A., the Canadian Depository System, CLS Bank and any other securities depository, book-entry system or clearing agency (and their respective successors and nominees) authorized to act as a securities depository, book-entry systemorc1earingagencypursuanttoapplicablelaw...@,,shallmeanthe U.S. Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees. The Trustee shall have no liability whatsoever for the action or inaction of any Depository or for any Losses resulting from the maintenance of Securities with a Depository. The Trustee shall be liable to repay cash credited to the Fund and credited to any relevant account at such Depository (other than as a result of Country Risk Events 6.1 1 Overdrafts and Indebtedness. The Trustee ffifly, in its sole discretion, advance funds in any currency hereunder. If an overdraft occurs in a Fund (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if the Company is for any other reason indebted to the Trustee, the Company agrees to repay the Trustee on demand or upon becoming aware of the amount of the advance, overdraft or indebtedness, plus accrued interest at a rate then charged by the Trustee to its institutional custody clients in the relevant currency.

6.12 Securing Repavment. In order to secure repayment of the Trust's obligations to the Trustee, the Company on behalf of the Trust hereby pledges and grants to the Trustee a continuing first lien and security interest in, and right of setoff against all of the Trust's right, title and interest in the Fund and the Securities, money and other Property now or hereafter held in the Fund (including proceeds thereof); provided, that the Company does not grant the Trustee a sesurity interest in any Securities issued by an affiliate of the Trustee (as defined in Section 23A of the Federal Reserve Act). The Company represents that Trust owns the securities in the account free and clear of all liens, claims, security interests, ffid the first lien and security interest granted herein shall be subject to no setoffs, counterclaims, or other liens prior to or on a parity with it in favor of any other party (other than specific liens granted preferred status by statute).

The Company shall take any additional steps required to assure the Trustee of such priority security interest, including notifying third parties or obtaining their consent. The Trustee shall be entitled to collect from the accounts sufficient cash for reimbursement, and if such cash is insufficient, to sell the securities in the accounts to the extent necessary to obtain reimbursement.

In this regard, the Trustee shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect.

6.13 Pricigg and Other Dgta. For purposes of this Section, "Market Data" shall mean pricing or other data related to securities and other assets. Market Data includes but is not limited to security identifiers, valuations, bond ratings, classification data, and other data received from investment managers and others. In providing Market Data related to the Fund in connection with this Agreement, the Trustee is authorized to use pricing vendors, brokers, l1

dealers, investment managers, Authorized Parties, Subcustodians, Depositories and any other person providing Market Data to the Trustee ("I)ata Providers"). The Trustee may follow Authorized Instructions in providing pricing or other Market Data, even if such instructions direct the Trustee to override its usual procedures and Market Data sources. The Trustee shall be entitled to rely without inquiry on all Market Data (and all Authorized Instructions related to Market Data) provided to it, and the Trustee shall not be liable for any losses incurred as a result of Market Data that contains errors or that is incomplete. The Company acknowledges that certain pricing or valuation information may be hased on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may be material. The Trustee shall not be required to inquire into the pricing or any securities or other assets even though the Trustee may receive different prices for the same securities or assets. Market Data may be the intellectual property of the Data Providers, which may impose additional terms and conditions upon the Company' s use of the Market Data. The additional terms and conditions can be found on the Data Terms Website, at http //bnymell on. c om/pr o duct s/as s et s ervicing/vend or a gr e e ment. pdf

ta Terms Website"), or any successor website the address of which is provided by the Trustee to the Company. The Company agrees to those terms as they are posted in the Data Terms Website from time to time. Certain service providers hired by the Trustee to provide or to assist the Trustee with providing value-added services requested by the Company (' 'Third Partv Service Providers") may not utilize the Company's directed price due to system constraints or differing data sources. Performance measurement and analytic services may use different data sources than those used by the Trustee to provide Market Data for the Fund, which may result in differences between custodial reports and performance measurement and analytic reports.

6.14 Books of Account. The Trustee shall keep separate true and correct books of Account with respect to each Fund, which books of Account shall at all reasonable times be open to inspection by the Company or its duly appointed representatives. The Trustee shall, upon written request of the Company, permit govefirment agencies, such as the NRC or the Service, to inspect the books of Account of each Fund. The Trustee shall furnish to the Company on or about the tenth business day of each month a statement for each Fund showing, with respect to the preceding calendar month, the balance of assets on hand at the beginning of such month, all receipts, investment transactions, and disbursements which took place during such month and the balance of assets on hand at the end of such month. The Trustee agrees to provide on a timely basis any information deemed necessary by the Company to file the Company's federal, state and local tax returns. Upon the expiration of ninety (90) days from the date of filing such written reports with the Comp&ny, the Trustee shall be forever released and discharged from all liability or accountability to anyone with respect to all acts and transactions shown in such written reports, except such acts or transactions as to which the Company shall take exception by written notice to the Trustee within such ninety (90) day period; provided, however, that nothing contained in this Section 6.14 shall be deemed to relieve the Trustee of any liability imposed pursuant to Section 6.16. In the event that any exception taken by the Company cannot be amicably adjusted, the Company may, within one (l) year of the date of such exception, file the written report in a court having jurisdiction and upon the audit thereof any and all such exceptions which may not have been amicably settled shall be heard and adjudicated. Any exception not so filed within one (1) year shall be deemed waived and any liability of the Trustee 12

with respect thereto shall be deemed released. All records and accounts maintained by the Trustee with respect to the Provisional Trust shall be preserved for a period of four (4) years.

6.15 Centralized Functions. The Bank ofNew York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the "BNY Mellon Gro,rp"). The BNY Mellon Group may centralize functions, including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data,andotherfunctions(theoo,)inoneormoreaffiliates,subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Company consents to the disclosure of, and authorizes the Trustee to disclose, information regarding the Company and its accounts ("Customer-Relate ") to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) the Trustee may store the names and business addresses of the Company's employees on the systems or in the records of the BNY Mellon Group or its service providers. In addition, the BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with the Company. The Company is authorized to consent to the foregoing and confirms that the disclosure to and storage by the BNY Mellon Group of such information does not violate any relevant data protection legislation. In addition, the Trustee may disclose Customer-Related Data as required by law or at the request of any governmental or regulatory authority.

6.16 Standard of Care/Limitation on Liability. In performing its duties under this agreement, the Trustee shall exercise the same care and diligence that it would devote to its own property in like circumstances.

(a) The Trustee shall not be liable for Losses except to the extent that such Losses are a direct result of the Trustee's negligence or willful misconduct.

(b) The Trustee shall not be liable to the Company, or the Trust for indirect, consequential or special damages arising in connection with this Agreement even if the Trustee has been advised of the possibility of such damages.

(c) The Trustee shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market; (d) The Trustee shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to the Fund; (e) The Trustee shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment; l3

(f) The Trustee may obtain the advice of counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice; (g) The Trustee shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting the Fund and shall have no liability with respect to the Company's or an Authorized Representative's decision to invest in Securities or to hold cash in any currency; (h) The Trustee shall have no responsibility if the rules or procedures imposed by Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the Fund; and (i) The Trustee shall have no liability for any Losses arising from the insolvency of any Person, including but not limited to a Subcustodian, Depository, broker, bank, and a counterparty to the settlement of a transaction or to a foreign exchange transaction, except as provided in Sections 6.08 and 6.10 above.

6.17 Indemnification. The Company shall indemniff and hold harmless the Trustee from and against all losses, costs expenses, damages, liabilities and claims, including reasonable counsel fees and expenses in third party suits and in a successful defense of claims asserted by the Compfltry, relating to or arising out of the performance of the Trustee's obligations under this Agreement, except to the extent resulting from the Trustee's negligence or willful misconduct.

This indemnification shall survive the termination of this Agreement.

6.18 Forcq Maieure. Notwithstanding anything in this Agreement to the contrary, the Trustee shall not be responsible or liahle for any failure to perform under this Agreement or for any Losses to the Fund resulting from any event beyond the reasonable control of the Trustee.

6.19 Foreign Exchanee. Any foreign exchange transaction effected by the Trustee in connection with this Agreement may be entered with the Trustee or a BNY Mellon Affiliate acting as a principal or otherwise through customary channels. The Comp&try, the Investment Manager or other fiduciary may issue standing Written Instructions with respect to foreign exchange transactions, but the Trustee may establish rules or limitations concerning any foreign exchange facility made available to the Fund. With respect to foreign exchange transactions done through The Bank of New York Mellon's Global Markets FX Desk, it is acting as a principal counterparty on its own behalf and is not acting as a fiduciary or agent for, or in connection with, the Compffiy, the Trust, or an Investment Manager.

6.20 Merger of Trustee. Any corporation or other legal entity into whichthe Trustee may be merged or with which it may be consolidated, or any corporation or other legal entity resulting from any merger or consolidation to which the Trustee shall be a party, or any corporation or other legal entity to which the corporate trust functions of the Trustee may be transferred, shall be the successor Trustee under this Agreement without the necessity of executing or filing any additional acceptance of this Agreement orthe perfonnance of any further act on the part of any other parties hereto.

t4

6.21 Required Disclosure. With respect to Securities that are registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") orthat are issued by an issuer registered under the Investment Company Act of 1940, as amended, Section l4(b) of the Exchange Act and Rule l4b-2 promulgated thereunder require the Trustee to disclose to issuers of such Securities, upon their request, the name, address and securities position of the Trustee's clients who are "beneficial owners" (as defined in the Exchange Act) of the issuer's Securities, unless the beneficial owner objects to such disclosure. The Exchange Act defines a "beneficial owner" as any person who has or shares the power to vote a security (pursuant to an agreement or otherwise) or who directs the voting of a security. The Company has designated on the signature page hereof, whether: (1) as beneficial owner, it objects to the disclosure of its name, address and securities position to any U.S. issuer that requests such information pursuant to the Exchange Act for the specific purpose of direct coilrmunications between such issuer and the Company; or (2) the Trustee shall contact the Investment Manager with respect to relevant Securities to make the decision whether it objects to the disclosure of the beneficial owner's name, address and securities position to any U.S. issuer that requests such information pursuant to the Exchange Act.

With respect to Securities issued outside the United States, the Trustee shall disclose information required by any Depository, the laws or regulations ofthe relevant jurisdiction, rules of the relevant stock exchange or organizational documents of an issuer. The Trustee is also authorized to supply any information regarding the Fund that is required by any law, regulation or rules now or hereafter in effect. The Company agrees to supply the Trustee with any required information if it is not otherwise reasonably available to the Trustee.

6.22 Designation and Qualification of Successor Trustee(s). At any time during the term of this Provisional Trust, the Company shall have the rightto remove the Trustee (atthe Company's sole discretion) acting hereunder and appoint another qualified entity as a successor Trustee upon sixty (60) days' notice in writing to the Trustee, or upon such shorter notice as may be acceptable to the Trustee. In the event that the bank or trust company serving as Trustee or successor Trustee shall: (i) become insolvent or admit in writing its insolvency; (ii) be unable or admit in writing its inability to pay its debts as such debts mature; (iii) make a general assignment for the benefit of creditors; (iv) have an involuntary petition in bankruptcy filed against it; (v) cofilmence a case under or otherwise seek to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law, statute, or proceeding or (vi) resign, the Company shall appoint a successor Trustee as soon as practicable.

In the event of any such removal or resignation, the Trustee or successor Trustee shall have the right to have its accounts finalized as provided in Section 6.14. Any successor to the Company, as provided herein, shall have the same right to remove and to appoint any Trustee or successor Trustee.

Any successor Trustee shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least Two Hundred Fifty Million Dollars ($250,000,000), if there be such an institution willing, able and legally qualified to perform the duties of Trustee hereunder upon reasonable or customary terms.

Any successor Trustee shall qualifi, by a duly acknowledged acceptance of this Provisional Trust, delivered to the Company. Upon acceptance of such appointment by the t5

successor Trustee, the Trustee shall assign, transfer and pay over to such successor Trustee the assets then constituting the Provisional Trust. Any successor Trustee shall have all the rights, powers, duties and obligations herein granted to the original Trustee.

6.23 Exoneration from Bond. No bond or other security shall be exacted or required of any Trustee or successor Trustee appointed pursuant to this Agreement.

6.24 Resignation. The Trustee or any successor Trustee hereof may resign and be relieved as Trustee at any time without prior application to or approval by or order of any court by a duly acknowledged instrument, which shall be delivered to the Company by the Trustee no less than sixty (60) days prior to the effective date of the Trustee's resignation or upon such shorter notice as may be acceptable to the Company. If for any reason the Company cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction forthe appointment of a successor Trustee and the cost of making such application shall be an Administrative Expense.

6.25 Transactions UHth Third Parties. No person or organization dealing with the Trustee hereunder shall be required to inquire into or to investigate its authority for entering into any transaction or to see to the application of the proceeds of any such transaction.

ARTICLE 7 POWERS OF THE TRUSTEE 7.01 General Powers. The Trustee shall have and exercise the following powers and authority in the administration of the Funds at the direction of an Investment Manager where such powers and authority relate to a separate Account established for an Investment Manager, and in its sole diicretion where such powers and authority relate to investments made by the Trustee in accordance with Section 8.01:

(a) topurchase, receive or subscribe for any securities or other property and to retain in trust such securities or other property; (b) to sell, exchange, convey, transfer, lend, or otherwise dispose of any property held in the Funds and to make any sale by private contract or public auction; and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquife into the validity, expediency or propriety of any such sale or other disposition; (c) to forward to the Authorized Representative designated by the Company proxies or ballots for any stocks, bonds or other securities held in the Funds in a form to enable the Authorized Representative to effect the voting of proxies, excluding bankruptcy matters to which the Trustee's duties are set forth in (e) below; (d) to submit or cause to be submitted to the Company or the Investment Manager, as designated by the Compflf,y, information received hy the Trustee, or summaries of information, regarding ownership rights pertaining to property held in the Funds, in accordance with the 16

Trustee's practices, excluding bankruptcy matters to which the Trustee's duties are set forth in Section (e) below; (e) to forward to the Authorized Representative designated by the Company an initial notice of bankruptcy cases relating to securities held in the Funds and a notice of any required action related to such bankruptcy cases as may be actually received by the Trustee. No fuither action or notification related to the bankruptcy case shall be required absent the specific agreement of the parties hereto; (0 to exercise any rights appurtenant to any such stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities, or to exercise rights or options to subscribe for or purchase additional stocks, bonds or other securities, and to make any and all necessary payments with respect to any such conversion or exercise, as well as to write options with respect to such stocks and to enter into any transactions in other forms of options with respect to any options which the Funds have outstanding at any time; (g) to join in, dissent from or oppose the reorganization, recapitalization, consolidation, sale or merger of corporations or properties of which the Funds may hold stocks, bonds or other securities or in which it may be interested, upon such terms and conditions as deemed wise, to pay any expenses, assessments or subscriptions in connection therewith, and to accept any securities or property, whether or not trustees would be authorized to invest in such securities or propfry, which may be issued upon any such reorganization, recapitalization, consolidation, sale or merger and thereafter to hold the same, without any duty to sell; (h) to enter into any type of contract with any insurance company or companies, either for the purposes of investment or otherwise; provided that no insurance company dealing with the Trustee shall be considered to be a party to this Agreement and shall only be bound by and held Accountable to the extent of its contract with the Trustee. Except as otherwise provided by any contract, the insurance company need only look to the Trustee with regard to any instructions issued and shall make disbursements or payments to any person, including the Trustee, as shall be directed by the Trustee. Where applicable, the Trustee shall be the sole owner of any and all insurance policies or contracts issued. Such contracts or policies, unless otherwise determined, shall be held as an asset of the Funds for safekeeping or custodian purposes only; (i) upon authorization of the Company to lend the assets of the Funds and, specifically, to loan any securities to brokers, dealers or banks upon such terms, and secured in such manner, as may be determined by the Trustee, to permit the loaned securities to be transferred into the name of the borrower or others and to permit the borrower to exercise such rights of ownership over the loaned securities as may be required under the terms of any such loan; provided, that, with respect to the lending of securities pursuant to this paragraph, the Trustee's powers shall subsume the role of custodian (the expressed intent hereunder being that the Trustee, in such case, be deemed a financial institution, within the meaning of Section 101(22) of the Bankruptcy Code); and provided, further, that any loans made from the Funds shall be made in conformity with such laws or regulations governing such lending activities which may have been promulgated by any appropriate regulatory body at the time of such loan; l7

0) to purchase, enter, sell, hold, and generally deal in any manner in and with contracts for the immediate or future delivery of financial instruments of any issuer or of any other property and in foreign exchange or foreign exchange contracts; to grant, purchase, sell, exercise, permit to expire, permit to be held in escrow, and otherwise to acquire, dispose of, hold and generally deal in any manner with and in all forms of options in any combination.

Settlements of transactions may be effected in trading and processing practices customary in the jurisdiction or market where the transaction occurs. The Company acknowledges that this ffioy, in certain circumstances, require the delivery of cash or securities (or other property) without the concurrent receipt of securities (or other property) or cash and, in such circumstances, the Company shall have sole responsibility for nonreceipt of payment (or late payment) by the counterparty.

7.02 S c Powers of The Trustee shall have the following powers and authority, to be exercised in its sole discretion with respect to the Funds:

(a) to appoint agents, custodians, sub-trustees, depositories or counsel, domestic or foreign, as to part or all of the Funds and functions incident thereto where, in the sole discretion of the Trustee, such delegation is necessary in order to facilitate the operations of the Funds and such delegation is not inconsistent with the purposes of the Funds or in contravention of any applicable law. To the extent that the appointment of any such person or entity may be deemed to be the appointment of a fiduciary, the Trustee may exercise the powers granted hereby to appoint as such a fiduciary any person or entity. Upon such delegation, the Trustee may require such reports, bonds or written agreements as it deems necessary to properly monitor the actions of its delegate; (b) to cause any investment, either in whole or in part, in the Funds to be registered in, or transferred into, the Trustee's name or the names of a nominee or nominees, including but not limited to that of the Trustee or an affiliate of the Trustee, a clearing corporation, or a depository, or in book-entry form, or to retain any such investment unregistered or in a form permitting transfer by deliverl, provided that the books and records of the Trustee shall at all times show that such investments are a part of the Funds; and to cause any such investment, or the evidence thereof, to be held by the Trustee, in a depository, in a clearing corporation, in book-entry form, or by any other entity or in any other manner permitted by law; ;

(c) to make, execute and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, waivers, releases or other instruments in writing necessary or desirable for the accomplishment of any of the foregoing powers; (d) to defend against or participate in any legal actions involving the Funds or the Trustee in its capacity stated herein, in the manner and to the extent it deems advisable; (e) to form corporations and to create trusts, to hold title to any security or other property, to enter into agreements creating partnerships or joint ventures for any purpose or purposes determined by the Trustee to be in the best interests of the Funds; l8

(0 to establish and maintain such separate Accounts in accordance with the instructions of the Company as the Company deems necessary for the proper administration of the Funds, or as determined to be necessary by the Trustee; (g) to hold uninvested cash in its commercial bank or that of an affiliate, as it shall deem reasonable or necessary; (h) to invest in any collective, common or pooled trust fund operated or maintained exclusively for the commingling and collective investment of monies or other assets including any such fund operated or maintained by the Trustee or an affiliate. The Company expressly understands and agrees that any such collective fund may provide for the lending of its securities by the collective fund trustee and that such collective fund's trustee will receive compensation for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective fund trustee forthe management of such collective fund. The Trustee is authorized to invest in a collective fund which invests in Mellon Financial Corporation stock in accordance with the terms and conditions of the Department of Labor Prohibited Transaction Exemption 95-56 (the "E=gm@,") granted to the Trustee and its affiliates and to use a cross-trading program in accordance with the Exemption. The Company acknowledges receipt of the notice entitled "Cross-Trading In ," a copy of which is attached to this Agreement as Exhibit C; (i) to invest in open-end and closed-end investment companies, including those for which the Trustee or an affiliate provides services for a fee, regardless of the purposes for which such fund or funds were created, and any partnership, limited or unlimited, joint venture and other forms ofjoint enterprise created for any lawful purpose; and fi) to generally take all action, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the protection of the Funds.

Notwithstanding anything else in this Agreement to the contrary, including, without limitation, any specific or general power granted to the Trustee and to the investment managers, including the power to invest in real property, no portion of the Funds shall be invested in real estate (except for investments tied to market indexes or other non-nuclear sector common trust funds or mutual funds). For this purpose "EA[3Elgtg" includes, but is not limited to, real property, leaseholds or mineral interests.

The powers described in Section7.02 may be exercised by the Trustee with or without instructions from the Company or a party authorized by the Company to act on its behalf, but where the Trustee acts on Authorized Instructions, the Trustee shall be fully protected as described in Section 8.01(b). Without limiting the generality of the foregoing, the Trustee shall not he liable for the acts or omissions of any person appointed under paragraph (a) of Section 7.02 pursuant to Authorized lnstructions.

7 .03 Discretion in Exercise of Powers. The Trustee shall have, with respect to the Provisional Trust, the powers to do any and all other acts which the Trustee shall deem proper to effectuate the powers specifically conferred upon it by this Agreement; provided, however, that the Trustee may not do any act or participate in any transaction which would:

t9

(a) Contravene any provision of this Agreement; or (b) Violate the terms and conditions of any instructions provided in a written statement of the Company ARTICLE 8 INVESTMENTS 8.01 General Investment Powers.

(a) The Company may appoint one or more investment managers, which may subject to the Trustee's written consent, include the Trustee, to direct the investment of all or part of the assets of the Provisional Trust. (Each such investment manager is referred to herein as an

..@,,andcollectivelyas...',)Anysuchinvestment manager(s) or other person directing investments made in the Trusts shall adhere to the "prudent investor" standard as specified in 18 CFR 35.32(a)(3) of the Federal Energy Regulatory Commission ("$re") regulations (the "Prudeulllnvestor Standard"). The Company shall also have the right to remove such Investment Manager(s). The Comp&try, its affiliates, and its subsidiaries are prohibited from being engaged as investment manager for the funds or from giving day-to-day management direction of the funds' investments or direction on individual investments by the funds, except in the case of passive fund management of trust funds where management is Iimited to investments tracking market indices.

(b) Whenever such appointment is made, the Company shall provide written notice of such appointment to the Trustee, shall specify the portion of the Provisional Trust with respect to which the Investment Manager has been designated, and shall instruct the Trustee to segregate into specified accounts those assets designated for management by each Investment Manager (eachsuchaccountisreferredtohereinasanoo@,,).Totheextentthatassets are segregated into an Investment Account, the Trustee shall be released and relieved of all investment duties, responsibilities and liabilities customarily or statutorily incident to a trustee with respect to the assets in each such Investment Account, and as to such Investment Account the Trustee shall act as custodian.

(c) The Company shall cause the Investment Manager to certify in writing to the Trustee the identity of the person or persons authorized to give instructions or directions to the Trustee on behalf of such Investment Manager and to provide specimen signatures of such persons. The Trustee may continue to rely upon and comply with all such certifications unless and until otherwise notified in writing by the Company or an Investment Manager, as the case may be.

8.02 Direction by Investment Manager(s).

(a) An Investment Manager designated by the Company to manage an Investment Account shall have authority to manage and to direct the acquisition and disposition of the assets of the Provisional Trust, or a portion thereof, as the case may be, and the Trustee shall exercise the powers set forth in this Article I only when, if, and in the manner directed by the Company 20

in writing, and shall not be under any obligation to invest or otherwise manage any assets in the Investment Account. An Investment Manager shall have the power and authority, exercisable in its sole discretion at any time, and from time to time, to issue and place orders for the purchase or sale of portfolio securities directly with qualified brokers or dealers. The Trustee, upon proper notification from an Investment Manager, shall settle the transactions in accordance with the appropriate trading authorizations. The Company shall cause each Investment Manager to promptly provide to the Trustee written notification of each transaction and shall cause each such Investment Manager to confirm in writing (or cause the broker or dealer to confirm in writing) the settlement of each such transaction to the Trustee and to the Company. Such notification shall be proper authority for the Trustee to pay for portfolio securities purchased against receipt thereof and to deliver portfolio securities sold against payment therefor, as the case may be. All directions to the Trustee by an Investment Manager shall be in writing and shall be signed by a person who has been certified by such Investment Manager pursuant to Section 8.0I as authorized to give instructions or directions to the Trustee.

(b) Should an Investment Manager at any time elect to place security transactions directly with a broker or a dealer, the Trustee shall not recognize such transaction unless and until it has received instructions or confirmation of such fact from an Investment Manager.

Should an Investment Manager direct the Trustee to utilize the services of any person with regard to the assets under its management or control, such instructions shall be in writing and shall specifically set forth the actions to be taken by the Trustee as to such services. In the event that an Investment Manager places security transactions directly or directs the utilization of a service, such Investment Manager shall be solely responsible for the acts of such persons. The sole duty of the Trustee as to such transactions shall be incident to its duties as custodian.

(c) The authority of an Investment Manager and the terms and conditions of the appointment and the retention of an Investment Manager shall be the sole responsibility of the Company, and the Trustee shall not be deemed to be a party or to have any obligations under any agreement with an Investment Manager. Any duty of supervision or review of the acts, omissions or overall perfofinance of each Investment Manager shall be the exclusive responsibility of the Company, and the Trustee shall have no duty to review any securities or other assets purchased by an Investment Manager, or to make suggestions to an Investment Manager or to the Company with respect to the exercise or nonexercise of any power by an Investment Manager.

(d) Uponthe written consent of the Company, the assets of the Provisional Trust may be pooled with the assets of any other trust or trust fund relating to any nuclear unit of the Company or its affiliates; provided that the book and tax allocations of the pooling arrangement are made in compliance with Code section 704 (and the Treasury Regulations thereunder) provided further that such pooling arrangement elects to be classified as a partnership for federal income tax purposes.

(e) Notwithstanding any other provision of this Agreement, with respect to the pooling of investments authorized by subparagraph (d) no part of any trust's (or any subsequent holder's) interest in such pool, nor any right pertaining to such interest (including any right to substitute another entity for the trust or for any subsequent holder, as holder of investments pooled pursuant to subparagraph (d)) may be sold, assigned, transferred or otherwise alienated or 2t

disposed of by any holder of an interest in the pool unless the written consent to the transfer of every other holder of interests in such pool is obtained in advance of any such transfer.

(0 Notwithstanding the provisions of subparagraph (e) of this Section, the Provisional Trust's investment in a pooled arrangement may be withdrawn from the pool (but not from the Provisional Trust, except as otherwise permitted by this Agreement) at any time upon 7 days written notice to the Trustee. If the Provisional Trust withdraws its entire interest in a pool, the pooled arrangement shall terminate 30 days after notice of final withdrawal has been given by any withdrawing trust unless a majority in interest of the remaining trusts give their written consentto continue the pool within such 30 day period. If the pooled arrangement terminates, each trust's assets will be segregated into a separate account under the Master Trust, and no fuither commingling may occur for a period of at least one year after such termination.

(g) Subparagraphs (d), (e) and (f) apply to transfers of interests within, and withdrawals from, the pooling arrangement. Nothing within these sections shall be interpreted to permit or to limit transfer of interests in, or withdrawals from, the Provisional Trust, which transfers and withdrawals are governed by other provisions of this Agreement. In addition, the provisions of subparagraphs (d), (e) and (f) shall not limit the authority of the Investment Manager or Trustee to invest in permissible conlmon or collective trust funds.

8.03 Prohibition Against Nuclear Sector Investments. The Trustee and any Investment Manager appointed pursuantto Section 8.01(a) are prohibited from investing the funds in securities or other obligations of the Company, its affiliates, or its successors or assigns, or any other owner or operator of any nuclear power reactor or their affiliates, subsidiaries, successors or assigns, or in a mutual fund in which at least 50 percent of the fund is invested in the securities of a licensee or parent company whose subsidiary is an owner or operator of a foreign or domestic nuclear power plant. However, the funds may be invested in securities tied to market indices or other non-nuclear sector collective, commingled, or mutual funds, provided that no more than l0 percent of trust assets may be indirectly invested in securities of any entity owning or operating one or more nuclear power plants.

ARTICLE 9 MISCELLANEOUS 9.01 Headings. The section headings set forth in this Agreement and the Table of Contents are inserted for convenience of reference only and shall be disregarded in the construction or interpretation of any of the provisions of this Agreement.

9.02 Interpretation. When a reference is made in this Agreement to an Article, Section, Schedule or Exhibit, such reference shall be to an Article or Section of or Schedule or Exhibit to, this Agreement unless otherwise indicated. Any word contained in the text of this Agreement shall be read as the singular or plural and as the masculine, feminine, or neuter as may be applicable or permissible in the particular context. Unless otherwise specifically stated, the word "person" shall be taken to mean and include an individual, partnership, association, trust, company, or corporation.

22

9.03 Severability of Provisions. If any provision at this Agreement or its application to any person or entity or in any circumstances shall be invalid and unenforceable, the application of such provision to persons and in circumstances other than those as to which it is invalid or unenforceable and the other provisions of this Agreement, shall not be affected by such invalidity or unenforceability.

9.04 Deliverlz of Notices Under Agreement. Any notice, direction or instruction required by this Agreement to be given to the Company or the Trustee shall be deemed to have been properly given when delivered by electronic mail acknowledged by return email from the recipient, or by postage prepaid registered or certified mail, to the person to be notified as set forth below:

If to the Company:

FirstEnergy Nuclear Generation, LLC Attention: Treasurer 76341 White Pond Drive Akron, OH 49320 If to the Trustee:

The Bank of New York Mellon Trust and Investment Department Attention: Trust Administration Room 151-4040 BNY Mellon Center Pittsburgh, PA 15258 The Company or the Trustee may change the above address by delivering notice thereof in writing to the other party.

9.05 USA PATRIOT Act. The Company hereby acknowledges that the Trustee is subject to federal laws, including the Customer Identification Program ("EIB") requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Trustee must obtain, veriff and record information that allows the Trustee to identifu the Company.

Accordingly, prior to opening an account hereunder, the Trustee will ask the Company to provide certain information including, but not limited to, the Company's name, physical address, tax identification number and other information that will help the Trustee to identifu and verify the Company's identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identiffing information. The Company agrees that the Trustee cannot open an account hereunder unless and until the Trustee verifies the Company's identity in accordance with the Trustee's CIP.

9.06 Sanctions.

(a) Throughout the term of this Master Trust Agreement, the Company agrees it (i) shall maintain, and comply with, an Economic Sanctions Compliance Program which includes

.tJ

measures to accomplish effective and timely scanning of all relevant data with respect to incoming or outgoing assets or transactions; (ii) shall ensure that neither the Company nor any of its affiliates, directors, or officers, or Investment Managers is an individual or entity that is, or is owned or controlled by an individual or entity that is: (A) the target of Sanctions, or (B) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions; and (iii) hall not, directly or indirectly, cause or permit the use of the Funds in any manner that would result in a violation of Sanctions.

(b) The Company will promptly provide to the Trustee such information as the Trustee reasonably requests in connection with the matters referenced in this Section 3.26, including information regarding the accounts hereunder, the assets held or to be held in the accounts, the source thereof, and the identity of any individual or entity having or claiming an interest therein. The Trustee may decline to act or provide services in respect of any account, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 9.06. If the Trustee declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, the Trustee will inform the Company thereof as soon as reasonably practicable.

9.07 Alterations and Amendments.

(a) The Trustee and the Company understand and agree that modifications or amendments may be required to this Agreement, and to the exhibits hereto, from time to time to effectuate the purpose of the Provisional Trust and comply with Applicable Law, any Order, any changes in tax laws, Regulations or rulings (whether published or private) of the Service and any similar state taxing authority, ffid any other changes to the laws applicable to the Company and the Unit. Subject to Section 9.07(d) below, this Agreement, and the exhibits hereto, may be altered or amended to the extent necessary or advisable to effectuate such putposes or to comply with such Applicable Law, Order or changes, and to effectuate the distribution provisions of Article 4.

(b) Otherwise, this Agreement, and the exhibits hereto, may be amended, modified, or altered for any purpose requested by the Company so long as such amendment, modification, or alteration does not affect the use of the assets of the Provisional Trust to pay the Decommissioning Costs.

(c) Any alteration or amendment to, or modification of, this Agreement or an exhibit hereto must be in writing and signed by the Company and the Trustee. The Trustee shall execute any such alteration, modification or amendment required to be executed by it and shall accept and be governed by any amended, modified or altered schedule delivered to it but shall have no duty to inquire or make any investigation as to whether any amendment, modification or alteration is consistent with this Section 9.06.

(d) This Agreement may not be modified in any material respect without written notification to the NRR Director or NMSS Director, as applicable, at least 30 working days before the proposed effective date of the amendment. The Company shall provide the text of the proposed amendment and a statement of the reason for the proposed amendment. The 24

Agreement may not be amended if the Trustee receives written notice of objection from the NRR Director or NMSS Director within the notice period.

9.08 Successors and Assisns.

(a) Subject to the provisions of Sections 2.06 and 6.22, this Agreement shall be binding upon and inure to the benefit of the Company and the Trustee and their respective successors, assigns, personal representatives, executors and heirs.

(b) Notwithstanding anything herein to the contrary, in the event Trustee becomes subject to a proceeding under a U.S. special resolution regime, the transfer of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from Trustee will be effective to the same extent as the transfer would be effective under the U.S.

special resolution regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States or a state of the United Statesi md, in the event Trustee or any affiliate becomes subject to a proceeding under a U.S. special resolution regime, default rights with respect to this Agreement that may be exercised against Trustee are permitted to be exercised to no greater extent than the default rights could be exercised underthe U.S. special resolution regime if this Agreement were governed by the laws of the United States or a state of the United States.

9.09 Governins Law.

(a) This Agreement, the Provisional Trust and all questions pertaining to their validity, construction, and administration shall be interpreted, construed and determined in accordance with the internal substantive laws (and not the choice of law rules) of the State of Ohio to the extent not superseded by federal law. All actions and proceedings brought by the Trustee relating to or arising from, directly or indirectly, this Agreement may be litigated in courts located in the State of Ohio and the Company hereby submits to the jurisdiction of such courts. The Company and the Trustee hereby waive the right to a trial by jury in any action or proceeding brought hereunder.

(b) To the extent that, in any jurisdiction, the Company has or hereafter may acquire, or is or hereafter may be entitled to claim, for itself or its assets, immunity (sovereign or otherwise) from suit, execution, attachment (before or after judgment) or any other legal process brought by or on behalf of the Trustee and arising with respect to this Provisional Trust or the Trustee's functions hereunder, the Company irrevocably agrees not to claim, and hereby waives, such immunity.

9.10 Contractual Income. The Trustee shall credit the Funds with income and maturity proceeds on securities on the contractual payment date net of any taxes or upon actual receipt as agreed between the Trustee and the Company. To the extent the Company and the Trustee have agreed to credit income on the contractual payment date, the Trustee may reverse such Accounting entries with back value to the contractual payment date if the Trustee reasonably believes that such amount will not be received by it.

25

9.1 1 Contractual Settlement. The Trustee will attend to the settlement of securities transactions on the basis of either contractual settlement date Accounting or actual settlement date Accounting as agreed between the Company and the Trustee. To the extent the Company and the Trustee have agreed to settle certain securities transactions on the basis of contractual sefflement date Accounting, the Trustee may reverse with back value to the contractual settlement date any entry relating to such contractual settlement where the related transaction remains unsettled according to established procedures.

9.12 Accounting Year. The Provisional Trust shall operate on an accounting year which coincides with the calendar year, January I through December 31.

9.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

9.14 Decommissioning Liabilitv. Nothing in this Agreement or in any amendment is intended to impose any responsibility on the Trustee for overseeing or paying the Decommissioning Costs otherthan, inthe case of the Trustee, the disbursement of funds in accordance with Article 4.

9.15 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Trustee and supersedes any prior understandings, agreements or representations by or between the parties, written or oral, to the extent related in any manner to the subject matter hereof.

9.16 Representation. The Company and the Trustee each hereby represent and warrant to the other that it has full authority to enter into this Agreement upon the terms and conditions hereof and that the individual executing this Agreement on its behalf has the requisite authority to bind it to this Agreement.

ISTGNATURE PAGE FOLLOWSI 26

IN WITNESS WHEREOF, the Company and the Trustee have set their hands and seals to this Agreement as of the day and year first above written.

FIRSTENERGY NUCLEAR GENERATION, LLC By Name:

Title:

THE BANK OF NEW YORK MELLON, as Trustee By:

Name:

Title:

27

Pursuant to Section 6.21, as Beneficial Owner:

[ ] Company OBJECTS to disclosure

[ ] Company DOES NOT OBJECT to disclosure

[ ] Trustee shall CONTACT THE INVESTMENT MANAGER with respect to relevant Securities to make the decision whether it objects to disclosure IF NO BOX IS CHECKED, TRUSTEE SHALL RE,LEASE SUCH INFORMATION TINTIL IT RECEIVES A CONTRARY WRITTEN TNSTRUCTION FROM THE COMPANY.

28

BXHIBIT A DECOMMISSIONING CERTIF'ICATE NO.

The undersigned Authorized Representative of FirstEnergy Nuclear Generation, LLC, a Ohio limited liability company (the "!gJE@y"), being duly authorized and empowered to execute and deliver this Decommissioning Certificate, hereby certifies that payments in the amounts and to the payees listed below are for obligations duly incurred by the Company for the Decommissioning of Beaver Valley Power Station Unit 1 under Applicable Law and hereby directs the Trustee of the FirstEnergy Nuclear Generation LLC Provisional Decommissioning Trust (Provisional Trust), pursuant to Article 4 of the Provisional Trust Agreement to pay to each payee listed, including the Company if so listed, (Payees) in Exhibit I hereto, the amounts set forth therein, and certifies that the payments requested are proper expenditures of the Provisional Trust.

Accordingly, request is hereby made that the Trustee provide for the withdrawal of

$ in order to permit payment of such sum to be made to the Payees. You are further requested to disburse such sum, once withdrawn, directly to such Payees in the following manner: I CHECI#WIRE TRANSFER/ I on or before FIRSTENERGY NUCLEAR GENERATION, LLC By:

Name:

Authorized Representative :

Exhibit A-1

EXHIBIT B DISTRIBUTION CERTIFICATE NO.

The undersigned Authorized Representative of FirstEnergy Nuclear Generation, LLC, an Ohio limited liability company (the "eg4@y"), being duly authorized and empowered to execute and deliver this Distribution Certificate, hereby certifies that the Company has a right, subject to the provisions of Section a.05(e) of the Provisional Decommissioning Trust Agreement, to a distribution of all or a portion of the assets of the Provisional Trust for the purpose indicated by the Company below, ffid as set forth more specifically in Exhibit I hereto, and hereby directs the Trustee of the FirstEnergy Nuclear Generation LLC BVPS Unit I Provisional Decommissioning Trust (Provisional Trust), pursuant to Section 4.05 of the Provisional Decommissioning Trust Agreement, to pay to each payee listed, including the Company if so listed (Payees), in Exhibit 2 hereto, the amounts set forth therein, and certifies that the payments requested are proper expenditures of the Provisional Trust.

Accordingly, request is hereby made that the Trustee provide for the withdrawal of

$ in order to permit payment of such sum to be made to the Payees. You are further requested to disburse such sum, once withdrawn, directly to such Payees in the following manner: I CHECI#WIRE TRANSFER/ I on or before n Distribution in the Event of an Alternate Funding Determination FIRSTENERGY NUCLEAR GENERATION, LLC By:

Name:

Authorized Representative  :

Exhibit B-1

EXHIBIT C CROSS,TRADING INFORMATION As part of the cross-trading program covered by the Exemption for the Trustee and its affiliates, the Trustee is to provide to each affected Trust the following information:

I. The existence of the cross-trading program The Trustee has developed and intends to utilize, wherever practicahle, a cross-trading program for Indexed Accounts and Large Accounts as those terms are defined in the Exemption.

II. The "triggering events" creating cross-trade opportunities In accordance with the exemption three "triggering events" may create opportunities for cross-trading transactions. They are generally the following (see the Exemption for more information):

A A change in the composition or weighting of the index by the independent organization creating and maintaining the index; B A change in the overall level of investment in an Indexed Account as a result of investments and withdrawals of the account's opening date, where the Account is a bank collective fund, or on any relevant date for non-bank collective funds; provided, however, a change in an Indexed Account resulting from investments or withdrawals of assets of the Trustee's own plans (other than the Trustee's defined contribution plans under which participants may direct among various investment options, including Indexed Accounts) are excluded as a "triggering event"; or C A recorded declaration by the Trustee that an accumulation of cash in an Indexed Account attributable to interest or dividends on, and/or tender offers for, portfolio securities equal to not more than 0.5% of the Account's total value has occurred.

ilI. The pricing mechanism utilized for securities purchased or sold Securities will be valued at the current market value for the securities on the date of the crossing transaction.

Equity securities the current market value of the equity security will be the closing price -

on the day of trading as determined by an independent pricing service; unless the security was added to or deleted from an index after the close of trading, in which case the price will be the opening price for that security on the next business day after the announcement of the addition or deletion.

Exhibit C-l

Debt securitie the current market value of the debt security will be the price determined by the Trustee as of the close of the day of trading according to the Securities and Exchange Commission's Rule l7a-7(b)(4) under the Investment Company Act of 1940.

Debt securities that are not reported securities or traded on an exchange will be valued based on an average of the highest current independent bids and the lowest current independent offers on the day of cross-trading. The Trustee will use reasonable inquiry to obtain such prices from at least three independent sources that are brokers or market makers. If there are fewer than three independent sources to price a certain debt security, the closing price quotations will be obtained from all available sources.

IV. The allocation methods Direct cross-trade opportunities will be allocated among potential buyers or sellers of debt or equity securities on a pro rata basis. With respect to equity securities, please note the Trustee imposes a trivial share constraint to reduce excessive custody ticket charges to participating accounts.

V. Other procedures implemented by the Trustee for its cross-trading practices The Trustee has developed certain internal operational procedures for cross-trading debt and equity securities. These procedures are available upon request.

Exhibit C-2