ML031770346

Additional Information Regarding Notice of Proposed Amendments to Trust Agreement to Implement Assignment of Decommissioning Trust Funds for Exelon Generation Company, LLC

ML031770346
Person / Time
Site:	Dresden, Peach Bottom, Salem, Byron, Braidwood, Limerick, Quad Cities, Zion, LaSalle
Issue date:	06/17/2003
From:	Gallagher M Exelon Nuclear
To:	Document Control Desk, NRC/FSME
References
-RFPFR, FOIA/PA-2011-0087
Download: ML031770346 (145)

Text

Exel n.SM Exelon Nuclear www.exeloncorp.com Nuclear 200 Exelon Way Kennett SquaTe, PA 19348 10 CFR 50.75 June 17, 2003 U. S. Nuclear Regutatory Commission ATTN: Document Control Desk Washington, DC 20555-0001 Braidwood Station, Units 1 and 2 Facility Operating License Nos. NPF-72 and NPF-77 NRC Docket Nos. STN 50-456 and STN 50-457 Byron Station, Units 1 and 2 Facility Operating License Nos. NPF-37 and NPF-66 NRC Docket Nos. STN 50-454 and STN 50-455 Dresden Nuclear Power Station, Units 1, 2 and 3 Facility Operating License Nos. DPR-2, DPR-1 9 and DPR-25 NRC Docket Nos. 50-10, 50-237 and 50-249 LaSalle County Station, Units 1 and 2 Facility Operating License Nos. NPF-1 1 and NPF-1 8 NRC Docket Nos. 50-373 and 50-374 Limerick Generating Station, Units 1 and 2 Facility Operating License Nos. NPF-39 and NPF-85 NRC Docket Nos. 50-352 and 50-353 Peach Bottom Atomic Power Station, Units 1, 2, and 3 Facility Operating License Nos. DPR-12, DPR-44 and DPR-56 NRC Docket Nos. 50-171, 50-277, and 50-278 Quad Cities Nuclear Power Station, Units 1 and 2 Facility Operating License Nos. DPR-29 and DPR-30 NRC Docket Nos. 50-254 and 50-265 Salem Generating Station, Units 1 and 2 Facility Operating License Nos. DPR-70 and DPR-75 NRC Docket Nos. 50-272 and 50-311 Zion Nuclear Power Station, Units 1 and 2 Facility Operating License Nos. DPR-39 and DPR-48 NRC Docket Nos. 50-295 and 50-304

Assignment of Decommissioning Trust Funds for Exelon Generation Company, LLC June 17,2003 Page 2

References:

1)

Letter from M. P. Gallagher (Exelon Generation Company, LLC) to U. S. Nuclear Regulatory Commission, dated January 23, 2003

2)

Letter from M. P. Gallagher (Exelon Generation Company, LLC) to U. S. Nuclear Regulatory Commission, dated March 19, 2003

Subject:

Additional Information Regarding the Notice of Proposed Amendments to Trust Agreement to Implement Assignment of Decommissioning Trust Funds for Exelon Generation Company, LLC In the referenced letters Exelon Generation Company, LLC provided information regarding proposed amendments to its trust agreement in order to implement an assignment of the Exelon Generation Company, LLC nonqualified and qualified decommissioning funds to wholly-owned single member limited liability companies located and organized in Nevada.

In response to questions discussed in a series of telephone conversations with the NRC Staff regarding the information presented in the referenced letters, Exelon Generation Company, LLC is providing the following information:

Attachment A - Provides a diagram of the proposed organizational structure for the Exelon Generation Company, LLC qualified and nonqualified funds. This diagram was originally provided in the Reference 1 letter, but is being updated to more clearly identify the relationship between Exelon Generation Consolidation, LLC and the qualified funds and nonqualified companies.

Attachment B - Provides a response to a question regarding positions and affiliations of the individuals identified in the operating agreements for Exelon Generation Company, LLC Attachments C through F provide revised draft trusts and operating agreements reflecting incorporation of information responding to Staff's questions.

Attachment C - Revised Draft Amended and Restated Master Trust Agreements (Mellon)

Attachment D - Revised Draft Amended and Restated Master Trust Agreements (Northem)

Attachment E - Revised Draft Operating Agreement Exelon NQF, LLC

Assignment of Decommissioning Trust Funds for Exelon Generation Company, LLC June 17, 2003 Page 3 Attachment F - Revised Draft Operating Agreement Exelon Generation Consolidation, LLC If you have any questions about this letter, please contact T. Loomis at (610) 765-5510.

Respectfully, Michael P. Gallagher Director, Licensing and Regulatory Affairs Exelon Generation Company, LLC Attachments cc:

NRC Director of Nuclear Material Safety and Safeguards Regional Administrator - NRC Region I Regional Administrator - NRC Region IlIl NRC Senior Resident Inspector - Braidwood Station NRC Senior Resident Inspector - Byron Station NRC Senior Resident Inspector - Dresden Nuclear Power Station NRC Senior Resident Inspector - LaSalle County Station NRC Senior Resident Inspector - Limerick Generating Station NRC Senior Resident Inspector - Peach Bottom Atomic Power Station NRC Senior Resident Inspector - Salem Generating Station NRC Senior Resident Inspector - Quad Cities Nuclear Power Station NRC Project Manager, NRR - Braidwood and Byron Stations NRC Project Manager, NRR - Dresden Nuclear Power Station, Unit 1 NRC Project Manager, NRR - Dresden Nuclear Power Station, Units 2 and 3 NRC Project Manager, NRR - LaSalle County Station NRC Project Manager, NRR - Limerick Generating Station NRC Project Manager, NRR - Peach Bottom Atomic Power Station NRC Project Manager, NRR - Salem Generating Station NRC Project Manager, NRR - Quad Cities Nuclear Power Station Office of Nuclear Facility Safety - IDNS

Attachment A Revised Diagram of the Proposed Organizational Structure for the Exelon Generation Company, LLC Qualified and Nonqualified Funds

Proposed Structure NOF -Nonquaffd Fund OF -Ouallied Fund

Attachment B Response to Question Regarding Positions and Affiliations for Exelon Generation Consolidation, LLC

Operating Agreement General Question 1.1 Exelon Generation Company, LLC intends, upon formation of Consolidation, to appoint three of its officers to serve as the initial Managers of Consolidation. In addition, Exelon may name David A. Liskow as a Manager. Mr. Liskow is not an officer of Exelon but will supervise the day-to-day administrative duties of Consolidation and its subsidiary NQF LLCs. Exelon may, from time-to-time, change the individuals named as Managers of Consolidation, but intends that the majority of the Managers of Consolidation shall at all times be individuals who also serve as officers of Exelon.

ATTACHMENT C REVISED DRAFT AMENDED AND RESTATED MASTER TRUST AGREEMENTS WITH MELLON BANK, N.A.

1. Revised Draft Master Terms for Trust Agreements

2. Revised Draft Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement

3. Revised Draft Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement

1. Revised Draft Master Terms for Trust Agreements (Mellon Bank, N. A.)

EXHIBIT 1 MASTER TERMS FOR TRUST AGREEMENTS The following Master Terms for Trust Agreements (the "Master Terms") shall apply for purposes of the Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement by and between Exelon Generation Company, LLC ("ExGen"),

Exelon Generation Consolidation Company, LLC ("Consolidation") and Mellon Bank, N.A. as Trustee (the "Trustee"), and for purposes of the Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement by and between ExGen, the limited liability companies identified on Schedule A of such agreement (the "NQF Companies") and the Trustee, collectively the "Trust Agreements".

Any terms capitalized but not defined herein shall have the same meaning as assigned to such terms in the Trust Agreements.

ARTICLE I

[Intentionally Deletedl ARTICLE II Payments by the Trustee Section 2.01. Use of Assets. The assets of each Fund shall be used exclusively (a) to satisfy, in whole or in part, any expenses or liabilities incurred with respect to the decommissioning of that Fund's Unit, including expenses incurred in connection with the preparation for decommissioning of that Unit, such as engineering and other planning expenses, and all expenses incurred after the actual decommissioning occurs, such as physical security and radiation monitoring expenses (the "Decommissioning Costs"),

(b) to pay the administrative costs and other incidental expenses of each Fund, and (c) to invest in publicly-traded securities and investments (including common trust funds) as directed by the investment manager(s) pursuant to Section 3.02(a) or the Trustee pursuant to Section 3.02(b), except that all assets of the Qualified Funds must be invested in Permissible Assets as defined in the Special Terms. Except for investments tied to market indexes or other non-nuclear sector mutual funds, (1) the assets of the Funds shall not be invested in the securities or other obligations of Exelon Corporation or affiliates thereof, or their successors or assigns; and (2) investments in any entity owning one or more nuclear power plants are prohibited. Use of the assets of the Qualified Funds shall be further limited by the provisions of the Special Terms. The assets of the Funds shall be used, in the first instance, to pay the expenses related to the decommissioning of that Fund's Unit, as defined by the United States Nuclear Regulatory Commission ("NRC")

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in its regulations and issuances, and as provided in the NRC issued license to operate each Unit and any amendments thereto.

[Notice to the NRC of proposed disbursements or payments from each Fund will be provided in accordance with the notice provisions of Section 2.02(b).

Where the purpose of such proposed disbursement or payment either in whole or in part is for activities not within the NRC definition of decommissioning, that portion of the disbursement or payment shall be separately identified and accounted for in such notice.]

Section 2.02. Certification for Decommissioning Costs.

(a)

If assets of a Fund are required to satisfy Decommissioning Costs of that Fund's Unit, Consolidation or the appropriate NQF Company, as the case may be, shall present a certificate substantially in the form attached hereto as Exhibit B-1 (in the case of Consolidation) or B-2 (in the case of the NQF Companies) to the Trustee signed by its lChairman of the Board, its] President or one of its Vice Presidents and its Treasurer or an Assistant Treasurer(, requesting payment from its Fundl. Any certificate requesting payment by the Trustee to a third party or to Consolidation or the appropriate NQF Company from a Fund for Decommissioning Costs shall include the following:

(1) a statement of the amount of the payment to be made from the Fund and whether the payment is to be made from the Nonqualified Fund, the Qualified Fund or in part from both Funds; (2) a statement that the payment is requested to pay Decommissioning Costs which have been incurred, and if payment is to be made from the Qualified Fund, a statement that the Decomnissioning Costs to be paid constitute Qualified Decommissioning Costs, as defined in the Special Terms; (3) the nature of the Decomnissioning Costs to be paid; (4) the payee, which [may be a third party, or] may be Consolidation or the appropriate NQF Company in the case of reimbursement for payments previously made or expenses previously incurred by Consolidation or the appropriate NQF Company for Decommissioning Costs; (5) a statement that the Decommissioning Costs for which payment is requested have not theretofore been paid out of the Funds; and (6) a statement that any necessary authorizations of the Pennsylvania Public Utility Commission (the "PUC"), NRC and/or any other governmental agencies having jurisdiction with respect to the decommissioning have been obtained.

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(b)

[No) [Except for disbursements of payments for administrative costs and other incidental expenses, no] disbursements of payments for decommissioning costs from the Funds shall be made by the Trustee:

(1) unless the Trustee has first provided thirty (30) days' prior written notice of such disbursement or payment to the NRC Director, Office of Nuclear Reactor Regulation; and (2) if the Trustee receives written notice of an objection from the NRC Director, Office of Nuclear Reactor Regulation during such thirty (30) day notice period, or if the Trustee receives such notice at any later time that is nevertheless prior to disbursement.

(c)

The Trustee shall retain at least one copy of such certificates (including attachments) and related documents received by it pursuant to this Article II.

(d)

Consolidation and the NQF Companies shall have the right to enforce payments from the Funds upon compliance with the procedures set forth in this Section 2.02.

Section 2.03. Administrative Costs. The Trustee shall pay, as directed by the appropriate NQF Company, the administrative costs and other incidental expenses of each Nonqualified Fund, including all federal, state, and local taxes, if any, imposed directly on the Nonqualified Fund or the income therefrom, legal expenses, accounting expenses, actuarial expenses and trustee expenses, from the assets of the respective Nonqualified Fund and shall pay, as directed by Consolidation, the administrative costs and other incidental expenses of each Qualified Fund, as defined in the Special Terms, from the assets of the respective Qualified Fund.

Section 2.04. Payments between the Funds. The Trustee shall make payments (i) from a Unit's Qualified Fund to that Unit's Nonqualified Fund provided such payments are in cash and are in accordance with Section 4 of the Special Terms or (ii) from a Unit's Nonqualified Fund to that Unit's Qualified Fund provided such payments are in cash and are in accordance with the contribution limitations set forth in Section 2 of the Special Terms, as the case may be, upon presentation by Consolidation and the appropriate NQF Company of a certificate substantially in the form of Exhibit C hereto executed by Consolidation or the appropriate NQF Company instructing the Trustee to make any such payments. The Trustee shall be fully protected in relying upon such certificate.

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ARTICLE - III Concerning the Trustee Section 3.01. Authority of Trustee. The Trustee shall have the authority and discretion to manage and control the Funds to the extent provided in Trust Agreements and these Master Terms 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 satisfy the Decommissioning Costs. The Trustee shall not be liable for the making, retention or sale of any asset of a Qualified Fund which qualifies as a Permissible Asset, as defined in the Special Terms, nor shall the Trustee be responsible for any other loss to or diminution of the Funds, or for any other loss or damage which may result from the discharge of its duties hereunder except for any action not taken in good faith.

Section 3.02. Investment of Funds.

(a)

Consolidation and the NQF Companies shall have the authority to appoint

'one or more investment managers who shall have the power to direct the Trustee in investing the assets of the Funds; provided, however, that the Trustee shall not follow any direction which would result in assets of the Qualified Funds being invested in assets other than Permissible Assets as defined in the Special Terms.

Any such investment manager(s) or other person directing investments made in the Trusts shall adhere to the "Prudent Investor" standard as specified in 18 C.F.R. 35.32(a)(3) of the Federal Energy Regulatory Commission ("FERC") regulations (the "Prudent Investor Standard"). To the extent that Consolidation and the NQF Companies choose to exercise this authority, Consolidation and/or the appropriate NQF Company or Companies shall so notify the Trustee and instruct the Trustee in writing to separate into a separate account those assets the investment of which will be directed by each investment manager. Consolidation and the appropriate NQF Company or Companies shall designate in writing the person or persons who are to represent any such investment manager in dealings with the Trustee[,

provided however, that ExGen, its affiliates, and its subsidiaries and persons representing them, shall not provide day-to-day management direction of investments or direction on individual investments to either the investment manager or the Trustee]. Upon the separation of the assets in accordance with such instructions, the Trustee, as to those assets while so separated, shall be released and relieved of all investment duties, investment responsibilities and investment liabilities normally or statutorily incident to a trustee; provided, however, that the Trustee shall not be relieved of the responsibility of ensuring that assets of the Qualified Funds are invested solely in Permissible Assets, as defined in the Special Terms. The Trustee shall retain all other fiduciary duties with respect to assets the investment of which is directed by investment managers.

(b)

Consolidation or the appropriate NQF Company or Companies shall notify the Trustee if the investment of assets of the Funds are not being directed by one or more 5

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investment managers under Section 3.02(a), and the Trustee shall hold, invest, and reinvest such assets as it in its sole discretion deems advisable, subject to the restrictions set forth herein for investment of the assets of the Qualified Funds and adherence to the Prudent Investor Standard; provided however, that in the event an investment manager terminates, or is terminated, Consolidation or the appropriate NQF Company or Companies shall use their best efforts to appoint an investment manager for those assets as soon as reasonably possible.

(c)

Regardless of the person directing investments, any assets of the Qualified Funds shall be invested solely in Permissible Assets as defined in, and required by, the Special Terms, and shall be accumulated, invested, and reinvested in like manner. Upon the written consent of Consolidation, the assets of a Qualified Fund relating to a Unit may be pooled with the assets of any other Qualified Fund relating to any other Unit; provided that the book and tax allocations of the pooling arrangement are made in compliance with Code section 704 (and the Treasury Regulations thereunder) and provided further that such pooling arrangement elects to be classified as a partnership for federal income tax purposes.

(d)

Notwithstanding any other provision of these Master Terms, with respect to the pooling of investments authorized by subparagraph (c) no part of any Fund'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 Fund or for any subsequent holder, as holder of investments pooled pursuant to subparagraph (c)) may be sold, assigned, transferred or otherwise alienated or 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.

(e)

Notwithstanding the provisions of subparagraph (d) of this Section, a Fund's investment in a pooled arrangement may be withdrawn from the pool (but not from the Trust Agreements, except as otherwise permitted by this Agreement) at any time upon 7 days written notice to the Trustee [signed by its President or one of its Vice Presidents and its Treasurer or an Assistant Treasurer, requesting payment] by the Fund. If the Fund 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 Fund unless a majority in interest of the remaining Funds give their written consent to continue the pool within such 30 day period. If the pooled arrangement terminates, each Fund's assets will be segregated into a separate account under the Trust Agreements, and no further commingling may occur for a period of at least one year after such termination.

(f)

Subparagraphs (c), (d) and (e) 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, a Fund, which transfers and withdrawals are governed by other provisions of these Master Terms.

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In addition, the provisions of subparagraphs (c), (d) and (e) shall not limit the Trustee's authority to invest in permissible common or collective trust funds.

Section 3.03. Prohibition Against Self Dealin.

Notwithstanding any other provision in this Agreement, the Trustee shall not engage in any act of self dealing as defined in section 468A(e)(5) of the Code and Treasury Regulations § 1.468A-5(b) or any corresponding future law or Treasury Regulation.

Section 3.04. Compensation. The Trustee shall be entitled to receive out of the Funds reasonable compensation for services rendered by it, as well as expenses necessarily incurred by it in the execution of the Trusts hereunder, provided such compensation and expenses qualify as administrative costs and other incidental expenses of a Qualified Fund, as defined in the Special Terms, with respect to any payment of compensation and expenses from that Qualified Fund.

Consolidation and the NQF Companies acknowledge that, as part of the Trustee's compensation, the Trustee will earn interest on balances, including disbursement balances and balances arising from purchase and sale transactions.

If the Trustee advances cash or securities for any purpose, including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Trustee shall incur or be assessed taxes, interest, charges, expenses, assessments, or other liabilities in connection with the performance of these Master Terms, except such as may arise from its own negligent action, negligent failure to act, or willful misconduct, any property at any time held for the Funds or the Trust Agreements shall be security therefor and the Trustee shall be entitled to collect from the Funds sufficient cash for reimbursement, and if such cash is insufficient, dispose of the assets of Consolidation and the NQF Companies held under the Trust Agreements to the extent necessary to obtain reimbursement. To the extent the Trustee advances funds to the Funds for disbursements or to effect the settlement of purchase transactions, the Trustee shall be entitled to collect from the Funds either (i) with respect to domestic assets, an amount equal to what would have been earned on the sums advanced (an amount approximating the "federal funds" interest rate) or (ii) with respect to nondomestic assets, the rate applicable to the appropriate foreign market.

Section 3.05. 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 Consolidation and each of the NQF Companies or its duly appointed representatives.

The Trustee shall, upon written request of Consolidation or the appropriate NQF Company, permit government agencies, such as the PUC, NRC or the Internal Revenue Service, to inspect the books of account of each Fund. The Trustee shall furnish to Consolidation and each of the NQF Companies 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 7

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Trustee agrees to provide on a timely basis any information deemed necessary by Consolidation or the NQF Companies to file the federal, state and local tax returns of Consolidation and the NQF Companies.

Section 3.06. Reliance on Documents. The Trustee, upon receipt of documents furnished to it by Consolidation and any of the NQF Companies pursuant to the provisions of these Master Terms, shall examine the same to determine whether they conform to the requirements thereof. The Trustee acting in good faith may conclusively rely, as to the truth of statements and the correctness of opinions expressed, on any certificate or other documents conforming to the requirements of these Master Terms. If the Trustee in the administration of the Funds, shall deem it necessary or desirable that a matter be provided or established prior to taking or suffering any action hereunder, such matter (unless evidence in respect thereof is otherwise specifically prescribed hereunder) may be deemed by the Trustee to be conclusively provided or established by a certificate signed by the (Chairman of the Board, the) President or any Vice President of Consolidation or any of the NQF Companies, as the case may be, and delivered to the Trustee.

The Trustee shall have no duty to inquire into the validity, accuracy or relevancy of any statement contained in any certificate or document nor the authorization of any party making such certificate or delivering such document, and the Trustee may rely and shall be protected in acting or refraining from acting upon any such written certificate or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee shall not, however, be relieved of any obligation (a) to refrain from self-dealing as provided in Section 3.03 hereof; (b) to ensure that all assets of the Qualified Funds are invested solely in Permissible Assets as defined in the Special Terms; or (c) to adhere to the Prudent Investor Standard if acting as manager.

Section 3.07. Liability and Indemnification. The Trustee shall not be liable for any action taken by it in good faith and without gross negligence, willful misconduct or recklessness and reasonably believed by it to be authorized or within the rights or powers conferred upon it by this Agreement and may consult with counsel of its own choice (including counsel for Consolidation and the NQF Companies) and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and without gross negligence and in accordance with the opinion of such counsel, provided, however, that the Trustee shall be liable for direct damages resulting from investing assets of the Qualified Funds in other than Penrnissible Assets or from self dealing as provided in Section 3.03 hereof. Provided indemnification does not result in self dealing under Section 3.03 hereof or in a deemed contribution to a Qualified Fund in excess of the limitation on contributions under Section 468A of the Code and the Treasury Regulations thereunder, ExGen (as to both the Qualified Funds and the Nonqualified Funds), Consolidation (as to the Qualified Funds) and the NQF Companies (as to the Nonqualified Funds) hereby agree to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful 8

WDC99 772871-1.009900.001

misconduct, recklessness or bad faith on the part of the Trustee, arising out of or in connection with its entering into the Trust Agreements and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability, provided such loss, liability or expense does not result from investing assets of the Qualified Funds in other than Permissible Assets as defined in the Special Terms or from self dealing under Section 3.03 hereof, and provided further that no such costs or expenses shall be paid if the payment of such costs or expenses is prohibited by Section 468A of the Code or the Treasury Regulations thereunder.

The Trustee shall not be responsible or liable for any losses or damages suffered by a Fund arising as a result of the insolvency of any custodian, subtrustee or subcustodian, except to the extent the Trustee was negligent in its selection or continued retention of such entity. Under no circumstances shall the Trustee be liable for any indirect, consequential, or special damages with respect to its role as Trustee.

Section 3.08. Resignation, Removal and Successor Trustees. The Trustee may resign at any time upon sixty (60) days' written notification to Consolidation and the NQF Companies. Consolidation and the NQF Companies may remove the Trustee for any reason at any time upon thirty (30) days' written notification to the Trustee. If a successor Trustee shall not have been appointed within these specified time periods after the giving of written notice of such resignation or removal, the Trustee or Consolidation and the NQF Companies may apply to any court of competent jurisdiction to appoint a successor Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as provided below.

If the Trustee shall be adjudged bankrupt or insolvent, a vacancy shall thereupon be deemed to exist in the office of Trustee and a successor shall thereupon be appointed by Consolidation and the NQF Companies.

Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to Consolidation and the NQF Companies an appropriate written instrument accepting such appointment hereunder, subject to all the terms and conditions hereof, and thereupon such successor Trustee shall become fully vested with all the rights, powers, trusts, duties and obligations of its predecessor in trust under the Trust Agreements, with like effect as if originally named as Trustee thereunder. The predecessor Trustee shall, upon written request (of Consolidation and thc NQF Gempanies for payment of all fees and expenses [by Consolidation and the NQF Companies], deliver to the successor Trustee the corpus of the Funds and perform such other acts as may be required or be desirable to vest and confirm in said successor Trustee all right, title and interest in the corpus of the Funds to which it succeeds.

Section 3.09. Merger of Trustee. Any corporation or other legal entity into which the 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 the 9

WDC99 772871-1.009900.0011

Trust Agreement and these Master Terms without the necessity of executing or filing any additional acceptance of the Trust Agreement and these Master Terms or the performance of any further act on the part of any other parties hereto.

ARTICLE IV Amendments Consolidation and the NQF Companies may amend these Master Terms and the Trust Agreements from time to time, provided such amendment does not cause the Qualified Funds to fail to qualify as nuclear decommissioning reserve funds under section 468A of the Code and the Treasury Regulations thereunder. These Master Terms and the Trust Agreements may not be amended so as to violate 468A of the Code or the Treasury Regulations thereunder. The Qualified Funds are established and shall be maintained for the sole purpose of qualifying as nuclear decommissioning reserve funds under section 468A of the Code and the Treasury Regulations thereunder.

If the Qualified Funds would fail to so qualify because of any provision contained in Trust Agreements or these Master Terms, the Trust Agreements and these Master Terms shall be deemed to be amended as necessary to conform with the requirements of Code Section 468A and the regulations thereunder. If a proposed amendment shall affect the responsibility of the Trustee, such amendment shall not be considered valid and binding until such time as the amendment is executed by the Trustee. Notwithstanding any provision herein to the contrary, neither these Master Terms nor the Trust Agreements may be modified in any material respect without first providing thirty (30) days' prior written notice to the NRC Director, Office of Nuclear Reactor Regulation.

ARTICLE V Powers of the Trustee and Investment Manager Section 5.01. General Powers.

The Trustee shall have and exercise the following powers and authority in the administration of the Funds only on 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 discretion where such powers and authority relate to investments made by the Trustee in accordance with Section 3.02(b):

(a) to purchase, 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 inquire into the validity, expediency or propriety of any such sale or other disposition; 10 WDC99 772871-1.009900.0011

(c) to vote in person or by proxy any stocks, bonds or other securities held in the Funds; (d) 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; (e) 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 property, which may be issued upon any such reorganization, recapitalization, consolidation, sale or merger and thereafter to hold the same, without any duty to sell; (f) 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 the Trust Agreements 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; (g) upon authorization of Consolidation or the appropriate NQF 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 11 WDC99 772871-1.009900.001 1

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; (h) 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. Consolidation and the NQF Companies acknowledge that this may, 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, Consolidation and the appropriate NQF Company, as the case may be, shall have sole responsibility for nonreceipt of payment (or late payment) by the counterparty.

Notwithstanding anything in these Master Terms to the contrary, the Trustee shall not be responsible or liable for its failure to perform under the Trust Agreements or these Master Terms or for any losses to the Funds resulting from any event beyond the reasonable control of the Trustee, its agents or subcustodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Funds' property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event. This Section shall survive the termination of the Trust Agreements.

Section 5.02. Secific Powers of the Trustee.

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, subtrustees, 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 12 WDC99772871-1.009900.0011

Trustee may exercise the powers granted hereby to appoint as such a fiduciary any person or entity [(other than ExGen or any other owner or operator of a power reactor or their subsidiaries, successors, or assigns or persons representing them)]. 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 delivery, 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; provided that the Trustee shall not be responsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, custom, or regulation) with any recognized foreign or domestic clearing facility, book-entry system, centralized custodial depository, or similar organization; (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 deternined by the Trustee to be in the best interests of the Funds; (f) to establish and maintain such separate accounts in accordance with the instructions of Consolidation or the appropriate NQF Company, as Consolidation or the appropriate NQF Company, as the case may be, deem 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.

13 WDC99 772871-1.009900.0011

Consolidation or the appropriate NQF 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 for the 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 "Exemption") granted to the Trustee and its affiliates and to use a cross-trading program in accordance with the Exemption.

[Trustee will notify Consolidation and the NQF Companies if the Exemption is modified or revoked.] Consolidation or the appropriate NQF Company acknowledge receipt of the notice entitled "Cross-Trading Information", a copy of which is attached to this Agreement as Exhibit E; (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 of joint enterprise created for any lawful purpose; and (j) 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 the Trust Agreements or these Master Terms 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 "real estate" includes, but is not limited to, real property, leaseholds or mineral interests.

Section 5.03 The powers described in Section 5.02 may be exercised by the Trustee with or without instructions from Consolidation or the NQF Companies or a party authorized by Consolidation or the NQF Companies to act on its behalf, but where the Trustee acts on Authorized Instructions, the Trustee shall be fully protected as described in Section 3.07. All directions and instructions to the Trustee from an Authorized Party shall be in writing, by facsimile transmission, electronic transmission subject to the Trustee's practices, or any other method specifically agreed to in writing by Consolidation or the NQF Companies and the Trustee, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing. Without limiting the generality of the foregoing, the Trustee shall not be liable for the acts or omissions of any person appointed under paragraph (a) of Section 5.02 pursuant to Authorized Instructions.

14 WDC99 772871-1.009900.0011

Section 5.04 The assets of the Funds shall not be invested in the securities or other obligations of Exelon Corporation or affiliates thereof, or their successors or assigns as identified by Consolidation and the NQF Companies. Except for investments tied to market indexes or other non-nuclear sector mutual funds or common trust funds, the assets of the funds shall not be invested in the securities of any entity owning one or more nuclear power plants, as identified by a source agreed to by the Trustee and Consolidation and the NQF Companies.

ARTICLE VI Ternnation A Unit's Qualified Fund shall terminate upon the (later of (A) thel earlier of either (i) substantial completion of decommissioning of that Fund's Unit, as defined in the Special Terms, or (ii) disqualification of that Unit's Qualified Fund by the Internal Revenue Service as provided in Treasury Regulations § 1.468A5(c) or any corresponding future Treasury Regulation or (B) termination by the NRC of that Unit's operating lieense). A Nonqualified Fund shall terminate upon termination by the NRC of that Unit's license. If a Fund termination occurs before the NRC terminates the respective Unit's operating license, the Trustee will adhere to Section 5.02(b) of these Master Terms. Upon the termination of any Fund, the assets of the terminated Fund shall be distributed in accordance with any written directive of the PUC concerning termination of such fund. Absent a written directive of the PUC within thirty (30) days after the PUC is notified of the termination, all of the assets of the terminated Qualified Fund shall be distributed to Consolidation, and all of the assets of the terminated Nonqualified Fund shall be distributed to the NQF Company that is the benetleim+/-YJ [owner] of such Fund, except that if a Unit's Qualified Fund is terminated prior to the termination of a Unit's Nonqualified Fund, the assets of the terminated Qualified Fund shall be distributed to the Nonqualified Fund for the Unit that is held by the appropriate NQF Company.

Consolidation or the appropriate NQF Company, as the case may be, shall provide the Trustee with notification that the Fund has been terminated and with either (i) the PUC written directive or (ii) a certificate signed by its Chairman of the Board, its President or one of its Vice Presidents and its Treasurer or an Assistant Treasurer, that there is no PUC written directive and that thirty (30) days have elapsed since notification to the PUC of termination prior to distribution of the assets of the terminated Fund.

15 WDC99 772871-1.009900.001 1

EXHIBIT "A" SPECIAL TERMS OF THE QUALIFIED NUCLEAR DECOMMISSIONING RESERVE FUNDS The following Special Terms of the Qualified Funds (hereinafter referred to as the "Special Terms") will apply for purposes of these Master Terms. To the extent construed to be in conflict therewith, these Special Terms shall take precedence over the Master Terms. Capitalized terms shall have the same meaning as set forth in the Master Terms or the Trust Agreements:

Section 1. Definitions. The following terms as used in the Special Terms shall, unless the context clearly indicates otherwise, have the following respective meanings:

(a)

"Administrative costs and other incidental expenses of the Qualified Funds" shall mean all ordinary and necessary expenses incurred in connection with the operation of the Qualified Funds, as provided in Treasury Regulations § 1.468A-5(a)(3)(ii)(A) or any corresponding future Treasury Regulation, including without limitation, federal, state and local income tax (including any Final Tax Liabilities), legal expenses, accounting expenses, actuarial expenses and trustee expenses.

(b)

"Final Tax Liabilities" shall mean any and all tax liabilities determined to be owing but not paid out of the assets of any of the Seller's or Transferor's Qualified Fund related to each unit prior to the transfer of the assets of the Seller's or Transferor's Qualified Fund to the Qualified Fund.

(c)

"Final Tax Refunds" shall mean any and all tax refunds determined to be receivable but not collected by the Seller's or Transferor's Qualified Fund prior to the transfer of the assets of the Seller's or Transferor's Qualified Fund to the Qualified Funds.

(d)

"Permissible Assets" shall mean any investment permitted for a qualified nuclear decommissioning reserve fund under section 468A of the Code and the Treasury Regulations thereunder, subject to the restrictions provided in Section 5.04 of the Agreement.

(e)

"PUC" shall mean the Pennsylvania Public Utility Commission.

(f)

"Qualified Decommissioning Costs" shall mean all expenses otherwise deductible for federal income tax purposes without regard to section 280B of the Internal Revenue Code of 1986, as amended, or any corresponding section or sections of any future United States internal revenue statute (the "Code"), incurred (or to be incurred) in 16 WDC99 772871-1.009900.0011

connection with the entombment, decontamination, dismantlement, removal and disposal of the structures, systems and components of a Unit when it has permanently ceased the production of electric energy, excluding any costs incurred for the disposal of spent nuclear fuel, as provided in Treasury Regulations § 1.468A-l(b)(5) or any corresponding future Treasury Regulation. Such term includes all otherwise deductible expenses to be incurred in connection with the preparation for decommissioning, such as engineering and other planning expenses, and all otherwise deductible expenses to be incurred with respect to a Unit after the actual decommissioning occurs, such as physical security and radiation monitoring expenses.

(g)

"Seller's or Transferor's Qualified Fund" shall mean the trust established and maintained for any respective unit that qualified as a nuclear decommissioning reserve fund under Code section 468A prior to the sale or transfer of such unit.

(h)

"Substantial completion of decommissioning" shall mean the date that the maximum acceptable radioactivity levels mandated by the NRC with respect to a decommissioned nuclear power plant are satisfied by the Unit; provided, however, that if Consolidation requests a ruling from the Internal Revenue Service, the date designated by the Internal Revenue Service as the date on which substantial completion of decommissioning occurs shall govern; provided, further, that the date on which substantial completion of decommissioning occurs shall be in accordance with Treasury Regulations §1.468A-5(d)(2) or any corresponding future Treasury Regulation.

Section 2. Contributions to a Oualified Fund. The assets of the Qualified Funds shall be contributed by Consolidation (or by others approved by Consolidation in writing) from time to time in cash. The Trustee shall not accept any contributions for the Qualified Funds other than cash payments with respect to which Consolidation is allowed a deduction under section 468A(a) of the Code and Treasury Regulations §1.468A-2(a) or any corresponding future Treasury Regulations, except for any Final Tax Refunds.

Consolidation hereby represents that all contributions (or deemed contributions), except for any Final Tax Refunds, by Consolidation to the Qualified Funds in accordance with the provisions of Section 1.03 of the Agreement shall be deductible under section 468A of the Code and Treasury Regulations § 1.468A-2(a) or any corresponding future Treasury Regulation or shall be withdrawn pursuant to Section 4 hereof.

Section 3. Limitation on Use of Assets. The assets of the Qualified Funds shall be used exclusively as follows:

(a)

To satisfy, in whole or in part, the liability for Qualified Decommissioning Costs through payments by the Trustee pursuant to Section 2.02 of the Master Terms; and (b)

To pay the administrative costs and other incidental expenses of the Qualified Funds; and 17 WDC99 772871-I.009900-0011

(c)

To the extent the assets of the Qualified Funds are not currently required for (a) and (b) above, to invest directly in Permissible Assets.

Section 4. Transfers by Consolidation.

If Consolidation's contribution (or deemed contribution) excluding any Final Tax Refunds to the Qualified Funds in any one year exceeds the amount deductible under section 468A of the Code and the Treasury Regulations thereunder, Consolidation may instruct the Trustee to transfer such excess contribution from a Unit's Qualified Fund to that Unit's Nonqualified Fund, as defined in the Trust Agreements and these Master Terms, pursuant to Section 2.04 of the Master Terms, provided any such transfer occurs on or before the date prescribed by law (including extensions) for filing the federal income tax return of the Qualified Funds for the taxable year to which the excess contribution relates for withdrawals pursuant to Treasury Regulations §§1.468A-5(c)(2) and 1.468A-2(f)(2) and occurs on or before the later of the date prescribed by law (including extensions) for filing the federal income tax return of the Qualified Funds for the taxable year to which the excess contribution relates or the date that is thirty (30) days after the date that Consolidation receives the ruling amount for such taxable year for withdrawals pursuant to Treasury Regulations § 1.468A-3(j)(3). If Consolidation determines that transfer pursuant to this Section 4 is appropriate, Consolidation shall present a certificate so stating to the Trustee signed by its (Chairman of the Board, its] President or one of its Vice Presidents and its Treasurer or an Assistant Treasurer, requesting such withdrawal and transfer. The certificate shall be substantially in the form attached as Exhibit C to the Master Terms for transfers to Nonqualified Funds as provided in Section 2.04 of the Master Terms and substantially in the form of Exhibit D to the Master Terms for withdrawals and transfers by Consolidation.

Section 5. Taxable Year/Tax Returns. The accounting and taxable year for the Qualified Funds shall be the taxable year of Consolidation for federal income tax purposes. If the taxable year of Consolidation shall change, Consolidation shall notify the Trustee of such change and the accounting and taxable year of the Qualified Funds must change to the taxable year of Consolidation as provided in Treasury Regulations

§1.468A4(c)(l) or any corresponding future Treasury Regulation. Consolidation shall assist the Trustee in complying with any requirements under section 442 of the Code and Treasury Regulations § 1.442-1. Consolidation shall prepare, or cause to be prepared, any tax returns required to be filed by the Qualified Funds, and the Trustee shall sign and file such returns on behalf of the Qualified Funds.

The Trustee shall cooperate with Consolidation in the preparation of such returns.

18 WDC99 772871-1.009900.0011

EXHIBIT 'TB-1" CERTIFICATE FOR PAYMENT OF DECOMMISSIONING COSTS

[Name of Trustee],

as Trustee

[Address]

This Certificate is submitted pursuant to Section 2.02 of the Master Terms for Trust Agreements.

All capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings assigned to such terms in the Master Terms. In your capacity as Trustee, you are hereby authorized and requested to disburse out of the

[Unit name's] Funds to [payee] the amount of $_

_ from the Qualified Fund for the payment of the Decommissioning Costs which have been incurred with respect to the

[Unit name]. Prior to making such disbursements, however, the Trustee shall provide thirty days prior written notice of such disbursement to the NRC and shall not make such disbursement if the Trustee receives written notice of any objections from the NRC Director, Office of Nuclear Reactor Regulations during such thirty day period, or if the Trustee receives such notice at any later time that is nevertheless prior to disbursement.

With respect to such Decommissioning Costs, Consolidation hereby certifies as follows:

1.

The amount to be disbursed pursuant to this Certificate shall be solely used for the purpose of paying the Decommissioning Costs [the nature of which are]

described in Schedule A hereto.

2.

None of the Decommissioning Costs described in Schedule A hereto have previously been made the basis of any certificate pursuant to Section 2.02 of the Master Terms.

3.

The amount to be disbursed from the Qualified Fund pursuant to this Certificate shall be used solely for the purpose of paying Qualified Decommissioning Costs as defined in the Special Terms.

4.

Any necessary authorizations of the PUC, NRC, or any corresponding governmental authority having jurisdiction over the decommissioning of the Unit have been obtained, other than the required 30 days prior written Notice.

WDC99 772871-I.009900.o1 1

IN WITNESS VHEREOF, the undersigned have executed this Certificate in the capacity shown below as of EXELON GENERATION CONSOLIDATION COMPANY, LLC By:

Name:

Title:

EXELON GENERATION CONSOLIDATION COMPANY, LLC By:

Name:

Title:

Acknowledged by:

MELLON BANK, N.A.

By:

Name:

Title:

2 WDC99 772871-1.009900.0011

EXHIBIT "9B-2" CERTIMCATE FOR PAYMENT OF DECOMbMISSIONING COSTS

[Name of Trustee],

as Trustee

[Address]

This Certificate is submitted pursuant to Section 2.02 of the Master Terms for Trust Agreements.

All capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings assigned to such terms in the Master Terms. In your capacity as Trustee, you are hereby authorized and requested to disburse out of the

[Unit name's] Funds to [payee] the amount of $_

from the Nonqualified Fund for the payment of the Decommissioning Costs which have been incurred with respect to the

[Unit name]. Prior to making such disbursements, however, the Trustee shall provide thirty days prior written notice of such disbursement to the NRC and shall not make such disbursement if the Trustee receives written notice of any objections from the NRC Director, Office of Nuclear Reactor Regulations during such thirty day period, or if the Trustee receives such notice at any later time that is nevertheless prior to disbursement.

With respect to such Decommissioning Costs, Exelon NQ LLC hereby certifies as follows:

1.

The amount to be disbursed pursuant to this Certificate shall be solely used for the purpose of paying the Decommissioning Costs [the nature of which are]

described in Schedule A hereto.

2.

None of the Decomnmissioning Costs described in Schedule A hereto have previously been made the basis of any certificate pursuant to Section 2.02 of the Master Terms.

3.

Any necessary authorizations of the PUC, NRC, or any corresponding governmental authority having jurisdiction over the decommissioning of the Unit have been obtained, other than the required 30 days prior written Notice.

3 WDC99 772871-1.009900.00 1

IN WITNESS WHEREOF, the undersigned have executed this Certificate in the capacity shown below as of_

EXELON By:

Name:

Title:

EXELON NQ LLC NQ LLC By:

Name:

Title:

Acknowledged by:

MELLON BANK, N.A.

By:

Name:

Title:

4 WDC99 772871-1.009900.001 1

EXHlBIT "C" CERTIFICATE FOR TRANSFER BETWEEN THE QUALIFIED FUND AND THE NONQUALIFIED FUND

[Name of Trustee],

as Trustee

[Address]

This Certificate is submitted pursuant to Section 2.04 of the Master Terms for Trust Agreements (the "Master Terms"), dated

. All capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings assigned to such terms in the Master Terms.

In your capacity as Trustee, you are hereby authorized and instructed as follows (complete one):

To pay $

in cash from the [Unit name's] Nonqualified Fund to that Unit's Qualified Fund; or To pay $_

in cash from the [Unit name's] Qualified Fund to that Unit's Nonqualified Fund.

With respect to such payment, Consolidation and hereby certify as follows:

1.

Any amount stated herein to be paid from the Nonqualified Fund to the Qualified Fund is in accordance with the contribution limitations applicable to the Qualified Fund set forth in Section 2 of the Special Terms and the limitations of Section 2.04 of the Master Terms.

2.

Any amount stated herein to be paid from the Qualified Fund to the Nonqualified Fund is in accordance with Section 4 of the Special Terms. Consolidation and have determined that such payment is appropriate under the standards of Section 4 of the Special Terms.

WDC99 77287 1-I.0099000011

IN WITNESS WHEREOF, the undersigned have executed this Certificate in the capacity as shown below as of_

EXELON GENERATION CONSOLIDATION COMPANY, LLC By:

Name:

Title:

LLC By:

Name:

Title:

Acknowledged by:

MELLON BANK, N.A.

By:

Name:

Title:

2 WDC99 772871-1.009900.0011

EXHIBIT 'SD" CERTIFICATE FOR WITHDRAWAL OF EXCESS CONTRIBUTIONS FROM QUALIFIED FUND

[Name of Trustee],

as Trustee

[Address]

This Certificate is submitted pursuant to Section 4 of the Special Terms attached as Exhibit A to the Master Terms for Trust Agreements ("Master Terms").

All capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings assigned to such terms in the Master Terms. In your capacity as Trustee, you are hereby authorized and instructed to pay $_

in cash to Consolidation from the

[Unit name's] Qualified Fund.

With respect to such payment, Consolidation hereby certifies that withdrawal and transfer pursuant to Section 4 of the Special Terms is appropriate and that $

constitutes an excess contribution pursuant to such Section.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in the capacity as shown below as of_

EXELON GENERATION CONSOLIDATION COMPANY, LLC By:

Name:

Title:

Acknowledged by:

MELLON BANK, N.A.

By:

Name:

Title:

WDC99 772871-1.009900.0011

EXHIBIT "E" CROSS-TRADING INFORNIATION 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 practicable, 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 on 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.

m.

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 for 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.

WDC99 772871-1.009900.001 I

Debt securities - 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 17a-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.

2 WDC99 772871-1.009900.001 1

REVISION LIST The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old and the new documents.

[1:10 1:10] Changed

[2:2 2:2] Changed

[2:2 2:2] Changed

[2:6 2:6] Changed

[2:9 3:1] Changed

[4:2 4:5] Changed

[5:2 5:3] Changed

[6:2 7: 1] Changed

[8:1 8:2] Changed

[8:1 8:2] Changed

[8:20 11:5] Changed

[8:20 11:5] Changed

[8:27 12:7] Changed

[8:35 14:4] Changed

[8:35 14:4] Changed

[8:35 14:4] Changed

[9:19 18:2] Changed

[9:28 19:8] Changed

[10:8 22:8] Changed "thereto." to "thereto. Notice... such notice."

"its Chairman... President" to "its President" "Treasurer,... its Fund." to "Treasurer."

"which may" to "which may... party, or may" "No " to "Except for... expenses, no "

"Trustee." to "Trustee, provided... the Trustee."

"Trustee by" to "Trustee signed... payment by" "the Chainnan... President" to "the President" "request of... Companies for" to "request for" "expenses," to "expenses by... Companies,"

"agents, custodians," to "agents,, custodians,"

entity." to "entity (other... representing them)."

"Exemption. Consolidation" to "Exemption.... Consolidation" "the later... the earlier" to "the earlier" "Regulation... operating license." to "Regulation."

"beneficiary " to "owner "

"its Chairman... President" to "its President" "Costs described" to "Costs the... described" "Costs described" to "Costs the... described" 3

WDC99 772871-1.009900.0011

2. Revised Draft Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement (Mellon Bank, N. A.)

AMENDED AND RESTATED NONQUALIMIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT THIS AMENDED AND RESTATED NONQUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT (the "Agreement"), dated as of

, 2003 by and between Exelon Generation Company, LLC, ("ExGen"), a limited liability company organized under the laws of the State of Delaware and having a principal office at 300 Exelon Way, Kennett Square, Pennsylvania 19348, the limited liability companies duly organized and existing under the laws of the State of Nevada, identified on Schedule A attached hereto (collectively, the "NQF Companies"), and MELLON BANK, N.A.,

as Trustee, having its office at

, Nevada [zip] (the "Trustee").

WITNESSETH:

WHEREAS, ExGen is the owner in whole or in part of each of the Units ("Unit" shall mean each, and "Units" shall mean all, of the nuclear power plants listed on the Schedule A attached to this Agreement (as that Schedule may be supplemented from time to time by the NQF Companies by written notice to the Trustee). Each unit of a multi-unit nuclear power plant site shall be considered as a separate Unit for the purposes of this Agreement); and WHEREAS, PECO Energy Company ("PECO") entered into certain Trust Agreements with the Trustee described in Schedule B (the "Prior Agreements") which were established for the purpose of holding the decommissioning funds established by PECO for each Unit in which PECO owned an interest in whole or in part; and WHEREAS, by Assignment dated January 10, 2001, PECO assigned its interests in the Units and its interests, rights, duties and obligations under the Prior Agreements to ExGen and ExGen agreed to accept such interests in the Units and such interests, rights, duties and obligations under the Prior Agreements; and WHEREAS, by agreement dated as of January 10, 2001, ExGen and the Trustee entered into an amended and restated trust agreement (the "Amended and Restated Agreement") which amended the Prior Agreements and consolidated the separate trusts established by the Prior Agreements into a master trust; and WHEREAS, the Amended and Restated Agreement provides for trusts for the exclusive purpose of providing for the decommissioning of the Units, which trusts consisted of qualified nuclear decommissioning funds (the "Qualified Funds") under section 468A of the Internal Revenue Code of 1986, as amended (the "Code") and nonqualified nuclear decommissioning trusts (the "Nonqualified Funds"), the Qualified Funds and the Nonqualified Funds may hereinafter be referred to collectively as the "Funds"; and WDC99 772869-1.009900.001 1

WHEREAS, pursuant to certain assignment agreements ExGen wishes to transfer to the NQF Companies its interests, rights, duties and obligations under the Amended and Restated Agreement in the Nonqualified Funds, as set forth in Schedule A attached hereto, and the NQF Companies have agreed to accept such interests, rights, duties and obligations; and WHEREAS, pursuant to certain assignment agreements ExGen wishes to transfer to ExGen Trust Consolidation Company, LLC ("Consolidation"), a limited liability company organized under the laws of the State of Nevada, its interests, rights, duties and obligations under the Amended and Restated Agreement in the Qualified Funds, and Consolidation has agreed to accept such interests, rights, duties and obligations; and WHEREAS, ExGen, the NQF Companies and Consolidation wish to amend the Amended and Restated Agreement so that it is restated into two separate agreements, one with respect to the Nonqualified Funds and one with respect to the Qualified Funds; and WHEREAS, ExGen, the NQF Companies and the Trustee wish that this Agreement shall amend and restate the Amended and Restated Agreement with respect to the Nonqualified Trusts

[in such a way that nothing in this Agreement is intended to conflict with or override the applicable licenses or the applicable regulatory requirements of the NRC, the IRS and other regulators]; and WHEREAS, ExGen and the NQF Companies wish that the Trustee continue to serve as trustee of the Nonqualified Funds.

NOW, THEREFORE, to provide for the maintenance of the Nonqualified Funds, the making of payments therefrom and the perfornance of covenants by the NQF Companies and the Trustee set forth herein, ExGen has previously sold, assigned, set over and pledged unto the Trustee, and to the Trustee's successors and its assigns, and the Trustee has acknowledged receipt of the funds representing the initial funding of and any additional contributions to the Nonqualified Funds.

TO HAVE AND TO HOLD THE SAME IN TRUST for the exclusive use and purposes and upon the terms and conditions hereinafter set forth and as set forth in the Master Terms for Trust Agreements (the "Master Terms") appended hereto as Exhibit 1, and such additional funds as may from time to time be added thereto as provided herein, together with the proceeds and reinvestments thereof.

ARTICLE I PURPOSES OF THE TRUSTS Section 1.01. Establishment of the Trusts. The Trustee shall hold a separate Nonqualified Fund for each Unit. The Nonqualified Funds for each Unit shall be as identified in Schedule A, with the NQF Company as identified in Schedule A as IfbenefieiaFy+ [owner] of each Nonqualified Fund. The Nonqualified Funds shall be maintained separately at all times in the United States pursuant to this Agreement. The Trustee shall maintain such records as are necessary to reflect each Nonqualified Fund separately on its books from each other 3-WDC99 772869-1.009900.0011

Nonqualified Fund, and shall create and maintain such subaccounts within each Nonqualified Fund as the relevant NQF Company shall direct. 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.

Section 1.02. Purposes of the Trusts. The Nonqualified Funds are established for the exclusive purpose of providing funds for the decommissioning of the Units. The Nonqualified Fund for a Unit shall accumulate all contributions (whether from the relevant NQF Company or others) which do not satisfy the requirements for contributions to the Qualified Fund for that Unit, pursuant to Section 2 of the Special Terms contained in Exhibit A to the Master Terms.

None of the assets of the Nonqualified Funds shall be subject to attachment, garnishment, execution of levy in any manner for the benefit of creditors of a NQF Company or any other party.

Section 1.03. Contributions to the Funds. The assets of the Nonqualified Funds shall be transferred or contributed by the NQF Companies (or others approved in writing by the NQF Companies) from time to time.

Section 1.04. Master Terms. In addition to the terms set forth in this Agreement, the Nonqualified Funds shall also be governed by the provisions of the Master Terms. The terms of this Agreement, to the extent construed to be in conflict with the Master Terms, shall take precedence over the Master Terms. Any terms capitalized and not defined herein shall have the meaning set forth in the Master Terms.

ARTICLE II DISTRIBUTIONS Section 2.01. Distributions. Upon receipt of written instructions from a NQF Company, and pursuant to the terms of Article II of the Master Terms, the Trustee shall distribute all or a portion of the Nonqualified Fund of which such NQF Company is [a benefieiay) [an owner] to such NQF Company[, Consolidation or a third party].

ARTICLE III TERMINATION Section 3.01. Termination. A NQF Company may terminate all or a portion of the Nonqualified Fund of which such NQF Company is a benefieiaiy) [an owner], upon written notice to the Trustee, in accordance with Article VI of the Master Terms.

Section 3.02. Distribution of Trust Unon Termination. Upon termination of all or a portion of a Nonqualified Fund, the Trustee shall assist the Investment Manager] in liquidating assets of such trust (if so directed by the relevant NQF Company), and distributing the then-existing assets of the Fund (either the liquidation proceeds or the Fund assets-in-kind, including WDC99 772869-1.009900.001 1

accrued, accumulated and undistributed net income) less final Fund administration expenses (including accrued taxes paid directly to a taxing authority) to such NQF Company, provided, however, that no such distribution shall be made unless the Trustee has received an opinion of legal counsel of such NQF Company stating that such distribution does not violate any Order, and that the requirements of Article VI of the Master Terms have been met.

ARTICLE IV Miscellaneous Section 4.01. Binding Agreement. All covenants and agreements in this Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their successors and assigns.

Section 4.02. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given on the date mailed if sent by registered mail, return receipt requested, as follows:

MELLON BANK, N.A.

[Insert Contact and Address]

NQF COMPANIES as set forth in Schedule A or at such other address as the Trustee or NQF Companies may have furnished to the other party in writing by registered mail, return receipt requested.

Section 4.03. Governing Law. Each Nonqualified Fund has been established pursuant to this Agreement in accordance with the requirements for trusts under the laws of the Commonwealth of Pennsylvania and this Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

Section 4.04. Counterparts. This Agreement may be executed in several counterparts, and all such counterparts executed and delivered, each an original, shall constitute but one and the same instrument.

Section 4.05. Contractual Income. The Trustee shall credit the Nonqualified 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 NQF Companies. To the extent the NQF Companies 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.

Section 4.06. 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 NQF Companies and the Trustee. To the WDC99 772869-1.009900.0011

extent the NQF Companies and the Trustee have agreed to settle certain securities transactions on the basis of contractual settlement 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.

Section 4.07. Authority. The NQF Companies and the Trustee hereby each 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 the NQF Companies and the Trustee to this Agreement.

IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands and seals as of the day and year first above written.

EXELON PEACH BOTTOM 1 NQ, LLC By:

Name:

Title:

EXELON PEACH BOTTOM 2 NQ, LLC By:

Name:

Title:

EXELON PEACH BOTTOM 3 NQ, LLC By:

Name:

Title:

EXELON SALEM 1 NQ, LLC By:

Name:

Title:

WDC99 772869-1.009900.0011 EXELON SALEM 2 NQ, LLC By:

Name:

Title:

EXELON (LIMMER1GK1 [LIMERICK 1 NQ, LLC By:

Name:

Title:

EXELON L1IMERICK} [LIMERICK] 2 NQ, LLC By:

Name:

Title:

WDC99 772869-1.009900.0011 EXELON GENERATION COMPANY, LLC By:

4.

Name:

I~~~~~

Name:

Title:

MELLON BANK, N.A.

By:

Name:

Title:

Schedule A The following is a list of nuclear power plants owned in whole or part by ExGen, trust funds and their owners covered by the Master Terms:

Unit Nongualified Fund NOF Company Peach Bottom Unit 1 Exelon Peach Bottom Unit 1 Exelon Peach Bottom 1 NQ, LLC Nonqualified Fund Peach Bottom Unit 2 Exelon Peach Bottom Unit 2 Exelon Peach Bottom 2 NQ, LLC Nonqualified Fund Peach Bottom Unit 3 Exelon Peach Bottom Unit 3 Exelon Peach Bottom 3 NQ, LLC Nonqualified Fund Salem Unit 1 Exelon Salem Unit 1 Exelon Salem 1 NQ, LLC Nonqualified Fund Salem Unit 2 Exelon Salem Unit 2 Exelon Salem 2 NQ, LLC Nonqualified Fund Limerick Unit 1 Exelon Limerick Unit 1 Exelon Limerick 1 NQ, LLC Nonqualified Fund Limerick Unit 2 Exelon Limerick Unit 2 Exelon Limerick 2 NQ, LLC Nonqualified Fund The address of each of the NQF Ceiapinies+ [Companies] is as follows:

[Insert Nevada Address] WDC99 772869-1.009900.0011

Schedule B The following is a list of the Prior Agreements:

1.

Nuclear Decommissioning Trust Agreement -- Peach Bottom Unit 1, dated as of February 22, 1994, as amended.

2.

Nuclear Decommissioning Trust Agreement -- Peach Bottom Unit 2, dated as of February 22, 1994, as amended and restated.

3.

Nuclear Decommissioning Trust Agreement -- Peach Bottom Unit 3, dated as of February 22, 1994, as amended and restated.

4.

Nuclear Decommissioning Trust Agreement - Salem Unit 1, dated as of February 22, 1994, as amended.

5.

Nuclear Decommissioning Trust Agreement -- Salem Unit 2, dated as of February 22, 1994, as amended.

6.

Nuclear Decommissioning Trust Agreement -- Limerick Unit 1, dated as of February 22, 1994, as amended.

7.

Nuclear Decommissioning Trust Agreement -- Limerick Unit 2, dated as of February 22, 1994, as amended.

WDC99 683630-1.047265.0205

REVISION LIST The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old and the new documents.

[2:4 2:4] Changed

[2:10 2:10] Changed

[3:6 3:6] Changed

[3:6 3:6] Changed

[3:9 3:9] Changed

[3:10 3:10] Changed

[5:23 7:1] Changed

[6:1 7:5] Changed

[6:6 7:10] Changed it

[8:4 9:4] Changed WDC99 772869-1.009900.0011 "Trusts;" to "Trusts in... regulators;"

"beneficiary " to "owner "

"a beneficiary " to "an owner "

"Company." to "Company, Consolidation or a third party."

"a beneficiary" to "an owner" "assist the... Manager in" to "assist in" "LIMMERICK " to "LIMERICK "

"LIMMERICK " to "LIMERICK "

to "Comapnies " to "Companies "

10 pi

3. Revised Draft Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement (Mellon Bank, N. A.)

AMENDED AND RESTATED QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT TIS AMENDED AND RESTATED QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT (the "Agreement"), dated as of

,2003 by and between Exelon Generation Company, LLC ("ExGen"),

a limited liability company organized under the law of the State of Delaware and having a principal office at 200 Exelon Way, Kennett Square, Pennsylvania 19348, Exelon Generation Consolidation Company, LLC ("Consolidation"), a limited liability company duly organized and existing under the laws of the State of Nevada, having its principal office at

, Nevada [zip], and MELLON BANK, N.A., as Trustee, having its office at

, Nevada [zip] (the "Trustee");

WITNESSETH:

WHEREAS, ExGen is the owner in whole or in part of each of the Units ("Unit" shall mean each, and "Units" shall mean all, of the nuclear power plants listed on the Schedule A attached to this Agreement (as that Schedule may be supplemented from time to time by Consolidation by written notice to the Trustee). Each unit of a multi-unit nuclear power plant site shall be considered as a separate Unit for the purposes of this Agreement); and WHEREAS, PECO Energy Company ("PECO") entered into certain Trust Agreements with the Trustee, described in Schedule B ("the Prior Agreements") which were established for the purpose of holding the decommissioning funds established by PECO for each Unit in which PECO owned an interest in whole or in part; and WHEREAS, by Assignment dated January 10, 2001 PECO assigned its interests in the Units and its interests, rights, duties and obligations under the Prior Agreements to ExGen and ExGen agreed to accept such interests, rights, duties and obligations under the Prior Agreements; and WHEREAS, by agreement dated as of January 10, 2001, ExGen and the Trustee entered into an amended and restated trust agreement (the "Amended and Restated Agreement") which amended the Prior Agreements and consolidated the separate trusts established by the Prior Agreements into a master trust; and WHEREAS, the Amended and Restated Agreement provides for trusts for the exclusive purpose of providing for the decommissioning of the Units, which trusts consisted of qualified nuclear decommissioning funds (the "Qualified Funds") under section 468A of the Internal Revenue Code of 1986, as amended (the "Code") and nonqualified nuclear decommissioning funds (the "Nonqualified Funds"), the Qualified WDC99 772819-1.009900.0011

Funds and the Nonqualified Funds may hereinafter be referred to collectively as the "Funds"; and WHEREAS, pursuant to certain assignments ExGen wishes to transfer to certain limited liability companies duly organized and existing under the laws of the State of Nevada (the "NQF Companies") its interests, rights, duties and obligations under the Amended and Restated Agreement in the Nonqualified Funds, as set forth in Schedule A attached hereto, and the NQF Companies have agreed to accept such interests, rights, duties and obligations; and WHEREAS, pursuant to certain assignment agreements ExGen wishes to transfer to Consolidation its interest, rights, duties and obligations under the Amended and Restated Agreement in the Qualified Funds, and Consolidation has agreed to accept such interests, rights, duties and obligations; and WHEREAS, ExGen, the NQF Companies and Consolidation wish to amend the Amended and Restated Agreement so that it is restated into two separate agreements, one with respect to the Nonqualified funds and one with respect to the Qualified Funds; and WHEREAS, ExGen, Consolidation and the Trustee wish that this Agreement shall amend and restate the Amended and Restated Agreement with respect to the Qualified Funds [in such a way that nothing in this Agreement is intended to conflict with or override the applicable licenses or the applicable regulatory requirements of the NRC, the IRS and other regulators]; and WHEREAS, ExGen and Consolidation wish that the Trustee continue to serve as Trustee of the Qualified Funds; and WHEREAS, the execution and delivery of this Agreement have been duly authorized by [ExGen,J Consolidation and the Trustee and all things necessary to make this Agreement a valid and binding agreement by Consolidation and the Trustee have been done.

NOW, THEREFORE, to provide for the maintenance of the Qualified Funds and the making of payments therefrom and the performance of the covenants by Consolidation and the Trustee set forth herein, ExGen has previously sold, assigned, transferred, set over and pledged unto the Trustee, and to the Trustee's successors and assigns, and the Trustee has acknowledged receipt of the funds representing the initial funding of and any additional contributions to the Qualified Funds.

TO HAVE AND TO HOLD THE SAME IN TRUST for the exclusive use and purposes and upon the terms and conditions hereinafter set forth and as set forth in the Master Terms for Trust Agreements (the "Master Terms") appended hereto as Exhibit 1, WDC99 772819-1.009900.001 1

and such additional funds as may from time to time be added thereto as provided herein, together with the proceeds and reinvestments thereof.

ARTICLE I PURPOSES OF THE TRUSTS Section 1.01. Establishment of the Trusts. The Trustee shall hold a separate Qualified Fund for each Unit. The Qualified Funds for each Unit shall be as identified in Schedule A. The Qualified Funds shall be maintained separately at all times in the United States pursuant to this Agreement. Consolidation intends that the Qualified Funds shall qualify as nuclear decommissioning reserve funds under section 468A of the Code.

The assets of the Qualified Funds may be used only in a manner authorized by section 468A of the Code and the Treasury Regulations thereunder and this Agreement cannot be amended to violate section 468A of the Code or the Treasury Regulations thereunder.

The Trustee shall maintain such records as are necessary to reflect each Qualified Fund separately on its books from each other Qualified Fund and shall create and maintain such subaccounts within each Qualified Fund as Consolidation shall direct.

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.

Section 1.02. Purposes of the Funds. The Qualified Funds are established for the exclusive purpose of providing funds for the decommissioning of the Units. The Qualified Funds shall accumulate all contributions (whether from Consolidation or others) which satisfy the requirements of Section 2 of the Special Terms contained in Exhibit A to the Master Terms. The assets in the Qualified Funds shall be used as authorized by section 468A of the Code and regulations thereunder. None of the assets of the Qualified Funds shall be subject to attachment, garnishment, execution or levy in any manner for the benefit of creditors of Consolidation or any other party.

Section 1.03. Contributions to the Funds. The assets of the Qualified Funds shall be transferred or contributed by Consolidation (or by others approved in writing by Consolidation) from time to time. Cash contributions for each Unit shall be allocated to the Qualified Funds as Consolidation designates in writing at the time of payment.

Section 1.04. Master Terms. In addition to the terms set forth in this Agreement, the Qualified Funds shall also be governed by the provisions of the Master Terms. The terms of this Agreement, to the extent construed to be in conflict with the Master Terms, shall take precedence over the Master Terms. Any terms capitalized and not defined herein shall have the meaning set forth in the Master Terms.

ARTICLE II DISTRIBUTIONS WDC99 772819-1.009900.001 1

Section 2.01. Distributions. Upon receipt of written instructions from Consolidation, and pursuant to the terms of Article II of the Master Terms, the Trustee shall distribute all or a portion of the Qualified Trust to Consolidation [an NQF, Company or a third party].

ARTICLE III TERMINATION Section 3.01. Termination. Consolidation may terminate all or a portion of the Qualified Funds, upon written notice to the Trustee, in accordance with Article VI of the Master Terms.

Section 3.02. Distribution of Trust UPon Termination. Upon termination of all or a portion of a Qualified Fund, the Trustee shall assist the Investment Manager] in liquidating assets of such trust, and distributing the then-existing assets of the Qualified Fund (either the liquidation proceeds or the Fund assets-in-kind, including accrued, accumulated and undistributed net income) less final Fund administration expenses (including accrued taxes paid directly to a taxing authority) to Consolidation, provided, however, that no such distribution shall be made unless the Trustee has received an opinion of legal counsel of Consolidation stating that such distribution does not violate any Order, and that the requirements of Article VI of the Master Terms have been met ARTICLE IV Miscellaneous Section 4.01. Binding Agreement.

All covenants and agreements in this Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their successors and assigns.

Section 4.02. Notices.

All notices and communications hereunder shall be in writing and shall be deemed to be duly given on the date mailed if sent by registered mail, return receipt requested, as follows:

MELLON BANK, N.A.

[Insert Contact and Address]

EXELON GENERATION CONSOLIDATION COMPANY, LLC

[Insert Contact and Address]

or at such other address as the Trustee or Consolidation may have furnished to the other party in writing by registered mail, return receipt requested.

Section 4.03. Governing Law.

Each Qualified Fund has been established pursuant to this Agreement in accordance with the requirements for trusts under the laws 5-WDC99 772819-1.009900.0011

of the Commonwealth of Pennsylvania and this Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

Section 4.04. Counterparts.

This Agreement may be executed in several counterparts, and all such counterparts executed and delivered, each an original, shall constitute but one and the same instrument.

Section 4.05. Contractual Income. The Trustee shall credit the Qualified 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 Consolidation. To the extent Consolidation 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.

Section 4.06. 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 Consolidation and the Trustee. To the extent Consolidation and the Trustee have agreed to settle certain securities transactions on the basis of contractual settlement 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.

Section 4.07. Authority. Consolidation and the Trustee hereby each 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 Consolidation and the Trustee to this Agreement.

IN WITNESS WHERIEOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands and seals as of the day and year first above written.

EXELON GENERATION CONSOLIDATION COMPANY, LLC By:

Name:

Title:

WDC99 772819-1.009900.0011

EXELON GENERATION COMPANY, LLC By:

) I I

Name:

Title:

MELLON BANK, N.A.

By:

Name:

Title:

WDC99 772819-1.009900.0011

Schedule A The following is a list of nuclear power plants owned in whole or part by ExGen and the Qualified Funds covered by the Master Terms:

Units Peach Bottom Unit 2 Peach Bottom Unit 3 Salem Unit 1 Salem Unit 2 Limerick Unit 1 Limerick Unit 2 Funds Exelon Peach Bottom Unit 2 Qualified Fund Exelon Peach Bottom Unit 3 Qualified Fund Exelon Salem Unit 1 Qualified Fund Exelon Salem Unit 2 Qualified Fund Exelon Limerick Unit 1 Qualified Fund Exelon Limerick Unit 2 Qualified Fund WDC99 772819-1.009900.0011

Schedule B The following is a list of the Prior Agreements:

1.

Nuclear Decommissioning Trust Agreement -- Peach Bottom Unit 1, dated as of February 22, 1994, as amended.

2.

Nuclear Decommissioning Trust Agreement -- Peach Bottom Unit 2, dated as of February 22, 1994, as amended and restated.

3.

Nuclear Decommissioning Trust Agreement -- Peach Bottom Unit 3, dated as of February 22, 1994, as amended and restated.

4.

Nuclear Decommissioning Trust Agreement -- Salem Unit 1, dated as of February 22, 1994, as amended.

5.

Nuclear Decommissioning Trust Agreement -- Salem Unit 2, dated as of February 22, 1994, as amended.

6.

Nuclear Decommissioning Trust Agreement -- Limerick Unit 1, dated as of February 22, 1994, as amended.

7.

Nuclear Decommissioning Trust Agreement-Limerick Unit 2, dated as of February 22, 1994, as amended.

WDC99 772819-1.009900.0011

-REVISION LIST The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old and the new documents.

[2:4 2:41 Changed

[2:6 2:6] Changed Consolidation and"

[3:9 3:9] Changed

[4:4 4:4] Changed

[5:11 6:2] Changed "Funds;" to "Funds in such... regulators;"

"authorized by Consolidation and" to "authorized...

"Consolidation." to "Consolidation... third party."

"assist the... Manager in" to "assist in" it I to WDC99 772819-1.009900.001 1 go

ATTACHMENT D REVISED DRAFT AMENDED AND RESTATED MASTER TRUST AGREEMENTS WITH THE NORTHERN TRUST COMPANY

1. Revised Draft Master Terms for Trust Agreements

2. Revised Draft Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement

3. Revised Draft Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement

1.

Revised Draft Master Terms for Trust Agreements (The Northern Trust Company)

MASTER TERMS FOR TRUST AGREEMENTS Between EXELON GENERATION CONSOLIDATION COMPANY, LLC EXELON BRAIDWOOD 1 NQ, LLC EXELON BRAIDWOOD 2 NQ, LLC EXELON BYRON 1 NQ, LLC EXELON BYRON 2 NQ, LLC EXELON DRESDEN 1 NQ, LLC EXELON DRESDEN 2 NQ, LLC EXELON DRESDEN 3 NQ, LLC EXELON LASALLE 1 NQ, LLC EXELON LASALLE 2 NQ, LLC EXELON QUAD CITIES 1 NQ, LLC EXELON QUAD CITIES 2 NQ, LLC EXELON ZION 1 NQ, LLC EXELON ZION 2 NQ, LLC and THE NORTHERN TRUST COMPANY ii WDC99 772881-1.009900.0011

TABLE OF CONTENTS Page ARTICLE 1:

1.1 1.2 1.3 ARTICLE 2:

2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 ARTICLE 3:

3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 DEFIN1TIONS, NAME, AUTHORIZED ACTORS AND PURPOSE............................... 2 Definitions.................................................

2 Names of Trusts................................................

3 Purpose of Trust Agreements.................................................

4 ESTABLISHMENT OF SEPARATE TRUSTS AND DISPOSrTlVE PROVISIONS.................................................

4

[DELETED]................................................

4 Payment of Nuclear Decommissioning Costs.................................................

4 Additions to Trusts.................................................

5 Subsequent Adjustments.................................................

5 Remittance and Payment of Taxes.................................................

6

[DELETED].................................................

6 Time of Termination.................................................

7 Distribution of Trust Upon Termination.................................................

7 Alterations and Amendments.................................................

7 No Authority to Conduct Business................................................ 8 GENERAL PROVISIONS RELATING TO THE TRUSTEE............................................

8 Designation and Qualification of Successor Trustees...........................................

8 Compensation and Reimbursement...............

................................. 8 Transactions With Third Parties................................................. 8 Financial Statements.......

9.........................

Tax Returns, Tax Information Returns and Other Reports.................................... 9 Nominees; Depositories.................................................

9 Future Orders................................................

10 Appointment of Investment Manager................................................

10 Use of Subordinated Trusts................................................

11 Certain Duties and Responsibilities of the Trustee.............................................. 11 Certain Rights of Trustee................................................

12 i

WDC99 772881-1.009900.0011

TABLE OF CONTENTS Page ARTICLE 4: TRUSTEE'S POWERS 12 4.1 Payment of or Provision for Expenses of Administration.12 4.2 Investment of Trust Fund: Prudent Investor Standard.13 4.3 Prohibited Investments.15 4.4 Management of Trusts.15 4.5 Extension of Obligations and Negotiation of Claims.16 4.6 Registration of Securities.16 4.7 Foreign Custodians.16 4.8 Securities Lending.16 4.9 Retention and Removal of Professional Service Providers.17 4.10 Delegation of Ministerial Powers.17 4.11 Discretion in Exercise of Powers.17 ARTICLE 5 17 WDC99 772881-1.009900.0011

MASTER TERMS FOR TRUST AGREEMENTS The following Master Terms for Trust Agreements (the "Master Terms") shall apply for purposes of the Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement by and between Commonwealth Edison Company (for the limited purposes of confirming the assignment reflected in Section 3.11 of the Tax-Qualified Agreement hereof and its rights as stated in Section 1.04 of said Agreement and Sections 2.8 and 2.9 hereof), Exelon Generation Company, LLC ("ExGen"), Exelon Generation Consolidation Company, LLC

("Consolidation") and the Northern Trust Company as Trustee (the "Trustee"), and for purposes of the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement by and between Commonwealth Edison Company (for the limited purposes of confirming the assignment reflected in Section 3.11 of the Non-Tax Qualified Agreement and its rights as stated in Section 1.04 of said Agreement and Sections 2.8 and 2.9 hereof), ExGen, the limited liability companies identified on Schedule A of such agreement (the "NQF Companies")

and the Trustee.

Any terms capitalized but not defined herein shall have the same meaning as assigned to such terms in the Trust Agreements.

ARTICLE 1: DEFINITIONS, NAME, AUTHORIZED ACTORS AND PURPOSE 1.1 Definitions. For purposes of the Master Terms, the following terms shall have the following meanings:

"Agreements," and "Trust Agreements" shall mean and include the Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement and the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement as they may from time to time be amended, modified, or supplemented.

"Applicable Regulatory Requirements" shall mean laws, rules, regulations, orders and license requirements applicable to the retention, investment and utilization of funds for the costs of the decommissioning of any Plant, including, without limitation, rules, regulations and orders issued by the NRC and any requirements set forth in the NRC-issued license to operate that Plant and any amendments thereto.

"Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and the regulations promulgated thereunder. "Section 468A" shall mean that section of the Code, as it may be amended from time to time, and any successor provision thereto, and the regulations promulgated thereunder. "Section 4951" shall mean that section of the Code, as it may be amended from time to time, and any successor provision thereto, and the regulations promulgated thereunder.

"ComEd" shall mean Commonwealth Edison Company, an Illinois corporation, and its successors and assigns. Such term shall include, for purposes of Sections 2.8 hereof and Section 3.07 of the Trust Agreements (and Section 2.9 hereof, to the extent that Section addresses I-WA/1758821.7

amendments of Sections 2.8 hereof or Section 3.07 of the Trust Agreements), the entity that is then responsible for effecting any refunds to ratepayers as contemplated by the Order, dated December 20, 2000, and Amendatory Order dated February 21, 2001, entered by the Illinois Commerce Commission in Docket No. 00-0361, as such Orders may be amended, modified, replaced or superceded by any subsequent Illinois Commerce Commission or judicial order or any legislative enactment or provision.

"Consolidation" shall mean the Exelon Generation Consolidation Company, LLC.

"Disbursement Certificate" shall mean a document properly completed and executed by Consolidation or any of the NQF Companies substantially in the form of Exhibit A hereto.

"Excess Contribution" shall have the meaning set forth in Section 2.4 hereof.

"Final Tax Liabilities" shall mean any and all tax liabilities of a Tax-Qualified Trust determined to be owing but not paid out of the assets of a seller's or transferor's trust prior to the transfer of the assets of a seller's or transferor's trust to the Trust.

"Final Tax Refunds" shall mean any and all tax refunds of a Tax-Qualified Trust determined to be receivable but not collected by a seller's or transferor's trust prior to the transfer of the assets of a seller's or transferor's trust to the Trust.

"Future Orders" shall mean any orders of applicable regulatory bodies, including the NRC, and any Federal or state laws adopted, in connection with the retention, investment and utilization of funds for the costs of the decommissioning of any Plant.

"Master Terms" shall mean this Master Terms for Trust Agreements.

"Non-Tax Qualified Trust" shall mean each, and "Non-Tax Qualified Trusts" shall mean all, of the separate funds established for nuclear decommissioning, which are not tax qualified under Section 468A.

"NQF Company" shall mean any, and "NQF Companies" shall mean all of the the limited liability companies identified on Schedule A of the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement.

"Plant" shall mean each, and "Plants" shall mean all, of the nuclear power plants listed on the separate Schedules attached to the Trust Agreements, as such Schedules may be supplemented from time to time by Consolidation and the NQF Companies by written notice to the Trustee. Each unit of a multi-unit nuclear power plant site shall be considered as a separate Plant for the purposes of this Agreement.

"Qualified Costs" shall mean the costs incurred in the decommissioning of a Plant (including, in the case of a multi-unit nuclear power plant site, any related common facilities), to the extent that such costs may be paid out of a Trust without contravening Applicable Regulatory Requirements. For a Tax-Qualified Trust, the applicable regulations will include the provisions of Section 468A.

2 WDC99 772881-1.009900.0011

"Service" shall mean the Internal Revenue Service.

"Substantial Completion of Decommissioning shall mean the date at which the maximum acceptable radioactivity levels mandated by the NRC with respect to the decommissioned nuclear power plant are satisfied and the NRC license is terminated.

"Tax-Qualified Trust" shall mean each, and "Tax-Qualified Trusts" shall mean all, of the separate funds established for nuclear decommissioning under Section 468A.

"Trust" shall mean each, and "Trusts" shall mean all, of the funds created under the Trust Agreements, as such Agreements may be supplemented from time to time by Consolidation and the NQF Companies by written notice to the Trustee.

"Withdrawal Certificate" shall mean a document properly completed and executed by Consolidation or any of the NQF Companies substantially in the form of Exhibit B hereto.

1.2 Names of Trusts. Each Non-Tax Qualified Trust created under the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement shall be known as the "[Name of Plant] Non-Tax Qualified Trust." Non-Tax Qualified Trusts, collectively, shall be known as the "Non-Tax Qualified Trust Funds."

Each Tax-Qualified Trust created under the Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement shall be known as the "[Name of Plant] Tax-Qualified Trust", collectively, shall be known as the "Tax-Qualified Trust Funds."

1.3 Purpose of Trust Agreement. The purpose of this Trust Agreement is to provide funds for the contemplated decommissioning of the Plants listed on the separate Schedules attached hereto, and to comply with Applicable Regulatory Requirements. Tax-Qualified Trusts shall constitute "nuclear decomnissioning reserve funds" within the meaning of Section 468A, and the assets of the Tax-Qualified Trusts must be used as authorized by Section 468A.

ARTICLE 2:

ESTABLISHMENT OF SEPARATE TRUSTS AND DISPOSITIVE PROVISIONS The Trustee shall manage, invest, reinvest and, after payment of the expenses described in Section 4.1 hereof, distribute each Trust as follows:

2.1

[This Section Intentionally Deleted]

2.2 Payment of Nuclear Decommissioning Costs.

(a)

Subject to the restrictions contained in Section 2.2(d), the Trustee shall make payments of Qualified Costs in accordance with the following procedures:

(i)

Disbursements to Third Parties. The Trustee shall make payments of Qualified Costs to any person (other than Consolidation or the NQF Companies) for goods provided or labor or other services rendered to 3

WDC99 772881-1.009900.001 1

Consolidation or a NQF Company in connection with the decommissioning of a Plant as described in a Disbursement Certificate.

(ii)

Reimbursement. The Trustee shall make payments to Consolidation or the appropriate NQF Company or Companies in reimbursement of Qualified Costs actually incurred and paid to any other person as described in a Withdrawal Certificate.

(b)

The Trustee shall be under no duty to inquire into the correctness or accuracy of matters contained in a Disbursement Certificate or Withdrawal Certificate unless representatives of the Trustee then approving any withdrawal or disbursement based on such certificate have actual knowledge of the falsity of any statements made therein.

(c)

ExGen (as to both the Tax-Qualified Trusts and the Non-Tax Qualified Trusts), Consolidation (as to the Tax-Qualified Trusts) and the NQF Companies (as to the Non-Tax Qualified Trusts) hereby agree to indemnify the Trustee and hold it harmless from any tax imposed pursuant to Section 4951 with respect to a disbursement or reimbursement made by the Trustee pursuant to this Section 2.2 in reliance on a Disbursement Certificate or a Withdrawal Certificate, provided representatives of the Trustee then approving such disbursement or reimbursement do not have actual knowledge of the falsity of any statements made in the related Disbursement Certificate or Withdrawal Certificate that would have prevented the imposition of such tax.

(d)

Except for administrative costs and taxes as provided in Sections 2.5 and 4.1 hereof, no disbursements or payments for decommissioning costs from the Trusts shall be made by the Trustee:

(i) unless the Trustee has first provided thirty days' prior written notice of such disbursement or payment to the NRC Director, Office of Nuclear Reactor Regulation;( and)

(ii) if, within thirty days of providing the notice referred to in clause (i) of this Section 2.2(d), the Trustee receives written notice of an objection from the NRC Director, Office of Nuclear Reactor Regulation [or if the Trustee receives such notice at any later time that is nevertheless sufficiently timely so as to allow the Trustee to prevent the disbursement.

(iii) where the purpose of such proposed disbursement or payment either in whole or in part is for activities not within the NRC definition of decommissioning, that portion of the disbursement or payment shall be separately identified by Consolidation and/or the NQF Company and accounted for in such notice].

2.3 Additions to Trusts. From time to time prior to the termination of each Trust held hereunder, Consolidation and the NQF Companies may make, and the Trustee shall accept, 4

WDC99 772881-1.009900.0011I

additional contributions of funds to any separate Trust held hereunder to satisfy the purpose of the Trust Agreements as set forth in Section 1.4 of these Master Terms. The making of a contribution by Consolidation or the NQF Companies shall constitute the certification of Consolidation or the NQF Companies, as the case may be, that all necessary consents and approvals to such contribution have been obtained, and that in the case of Tax-Qualified Trusts, the contribution meets the requirements of Section 468A.

2.4 Subsequent Adjustments.

(a)

For a Tax-Qualified Trust: The Trustee and Consolidation understand that the contributions (excluding any Final Tax Refunds) made by Consolidation and allocated to a Trust from time to time may subsequently be determined to exceed the amounts determined pursuant to Section 468A and paragraph (c)(2)(ii) of Treasury Regulation § 1.468A-5 thereunder (any such excess being hereinafter referred to as an "Excess Contribution"). Upon the written certification of Consolidation, setting forth the amount of the Excess Contribution, and upon receipt of the opinion of legal counsel described below, the Trustee shall distribute such amount to the Trustee of the appropriate Non-Tax Qualified Trust, or, if so requested in such written certification, transfer all or a portion of such amount to one or more other separate Trusts held under the Trust Agreements. Any income attributable to any such Excess Contribution shall be allocated to the Trust to which such Excess Contribution relates.

(b)

For a Non-Tax Qualified Trust: The Trustee and the NQF Companies understand that all or a portion of the contributions made by the NQF Companies and allocated to a Trust from time to time may subsequently be determined to be amounts that may be contributed to the Tax-Qualified Trust pursuant to Section 468A (any such excess also being hereinafter referred to as an "Excess Contribution"). Upon the written certification of Consolidation and the appropriate NQF Company, setting forth the amount of the Excess Contribution, and upon receipt of the opinion of legal counsel described below, the Trustee shall transfer such amount to the Trustee of the Tax-Qualified Trust, provided, however, that such transfer shall be made prior to the expiration of 2-1/2 months after the close of the taxable year for which the contribution was made. Income attributable to any such Excess Contribution shall not be transferred.

(c)

Distributions and transfers of any Excess Contribution shall not be made unless Consolidation and the appropriate NQF Company furnish the Trustee with an opinion of legal counsel to the effect that such distribution or transfer will not result in disqualification of the Trust under Section 468A or constitute a violation of Applicable Regulatory Requirements, and that all necessary consents and approvals to such distribution or transfer have been obtained.

2.5 Remittance and Payment of Taxes (a)

Payment of Taxes Owed on Tax-Qualified Trusts. The Trustee shall pay out of each separate Trust any Federal and, if applicable, state and local taxes on the 5

WDC99 7728-1.009900.0011

income of such Trust, including any Final Tax Liability, as and when due in accordance with the returns prepared pursuant to Section 3.5 hereof.

(b)

Remittance of Taxes for Non-Tax Qualified Trusts. The Trustee shall remit to each of the NQF Companies, annually within 15 business days after a NQF Company requests therefor the amount from each Trust which said NQF Company certifies as the amount by which said NQF Company's Federal and, if applicable, state income taxes for the preceding fiscal year were increased by the net income of such Trust. The Trustee shall be under no duty to inquire into the correctness or accuracy of any such certificate.

(c)

Unrelated Business Taxable Income. To the extent that assets of any Trust(s) are segregated in an investment management account pursuant to Section 3.8(a) hereof, the Investment Manager shall have the sole responsibility to make any determination as to whether any investment of such assets results in unrelated business taxable income and shall prepare any applicable tax returns, tax information returns and/or other reports pursuant to Section 3.5. The Trustee shall act at the direction of the Investment Manager consistent with the provisions of Section 2.5(a), 2.5(b) and 3.5 hereof.

2.6

[Intentionally Deleted]

2.7 Time of Termination. Each Trust under the Trust Agreements shall terminate in whole, to the extent provided in this Section 2.7, upon the earlier to occur of the following events:

(a)

The Substantial Completion of Decommissioning of the Plant (including, in the case of a multi-unit nuclear power plant site, any related common facilities) for which such Trust was created and named, as evidenced to the Trustee by the written certification of Consolidation or the appropriate NQF Company.

(b)

The distribution of all of the assets from the Trust.

The Trust Fund shall termiinate when all of the separate Trusts have termiinated.

2.8 Distribution of Trust Upon Termination. Upon termination of each Trust] [the later of termination of the Tax-Qualified Trust or the Non-Tax Qualified Trust for the Plant], the Trustee shall distribute the entire remaining amount of (that} [the] Trust [for the Plant], including all accrued, accumulated, and undistributed net income, to ComEd. The interest of ComEd in any Trust is not subject to the claims of creditors of ComEd.

2.9 Alterations and Amendments. The Trustee and Consolidation and the NQF Companies understand and agree that amendments may be required to the Trust Agreements and/or these Master Terms from time to time to effectuate the purpose of the Trust Agreements and to comply with amendments to or changes in Applicable Regulatory Requirements, changes in tax laws (including Section 468A), regulations or rulings (whether published or private) of the Service (whether or not directly relating to Section 468A), and any other changes in the laws 6

WDC99 77288 1-1.009900.001 1

applicable to Consolidation and the NQF Companies, the Plants or the Trusts created in the Trust Agreements. Consolidation and the NQF Companies and the Trustee may amend the Trust Agreements and/or these Master Terms to the extent necessary or desirable to effectuate such purpose or to comply with such changes; provided, however, that neither the Trust Agreement nor these Master Terms may be amended so as to violate Section 468A; provided further that Sections 2.8, and Section 2.9 of the Master Terms and Sections 1.04, 3.07 and 3.11 of the Trust Agreements may not be amended without the approval of ComEd; and provided further that neither the Trust Agreements and nor these Master Terms may be modified in any material respect without first providing thirty days' prior written notice to the NRC Director, Office of Nuclear Reactor Regulation and to ConEd, and absent notice of objection from the NRC Director, Office of Nuclear Reactor Regulation, prior to the effective date of any such amendment. Consolidation and the NQF Companies shall furnish the Trustee with an opinion of legal counsel that any such amendment does not violate Applicable Regulatory Requirements, and would not result in the disqualification of the Tax-Qualified Trusts as "nuclear decommissioning reserve funds" under Section 468A, and that all necessary approvals to such amendment have been obtained. Notwithstanding the foregoing, the Trustee may decline to adopt such amendment, if such amendment materially increases the expenses or responsibilities of the Trustee and no adequate provision has been made to compensate the Trustee for such increase, or if the Trustee would be unable with reasonable effort to comply with its duties as to be amended.

2.10 No Authority to Conduct Business. The purpose of the Trust Agreements is limited to the matters set forth in Section 1.4 above. Neither the Trust Agreement nor these Master Terms shall be construed to confer upon the Trustee any authority to conduct business.

ARTICLE 3:

GENERAL PROVISIONS RELATING TO THE TRUSTEE The appointment of any successor Trustee, provisions governing resignation and compensation of the Trustee, and the general rules governing the relationships of the Trustee and Consolidation and the NQF Companies and any third parties are as follows:

3.1 Designation and Qualification of Successor Trustees. At any time during the term of the Trust Agreements, Consolidation and the appropriate NQF Company or Companies shall have the right, with respect to their respective Trust(s),to remove the Trustee acting under the Trust Agreements and appoint another qualified entity as a successor trustee upon 30 days' notice in writing to the Trustee, or upon such shorter notice as may be acceptable to the Trustee.

Any Trustee shall have the right to resign at any time upon 30 days' notice in writing to Consolidation and/or the appropriate NQF Company or Companies for the affected Trust(s) and upon such resignation Consolidation and/or the appropriate NQF Company or Companies shall appoint another qualified entity as a successor Trustee for their respective Trust(s).

Any successor Trustee shall qualify by a duly acknowledged acceptance of the Trust Agreements, the Trusts created thereunder and these Master Terms, delivered to Consolidation and/or the appropriate NQF Company or Companies. Upon acceptance of such appointment by the successor Trustee, the Trustee shall transfer to such successor Trustee the Trust Fund. Any 7

WDC99 772881-1.009900.00I11

successor Trustee shall have all the rights, powers, duties and obligations herein granted to the original Trustee.

If for any reason Consolidation or the appropriate NQF Company or Companies are unable to or do not appoint a successor Trustee within 90 days after the resignation or removal of the Trustee for their respective Trust(s) as provided above, Consolidation, the appropriate NQF Company or Companies, or the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee.

3.2 Compensation and Reimbursement. The Trustee shall be entitled to compensation from each Trust held under the Trust Agreements at such rates as may be approved in writing from time to time by Consolidation or the NQF Companies as the case may be. Subject to the approval of Consolidation and the NQF Companies (which shall not be unreasonably withheld or delayed), the Trustee shall be entitled to be reimbursed from each Trust held hereunder for out-of-pocket expenses, including, but not limited to, expenses of agents, auditors and counsel, incurred in connection with the administration of such Trust.

3.3 Transactions With Third Parties. No person or organization dealing with the Trustee 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.

3.4 Financial Statements. The Trustee shall furnish monthly financial statements (audited by the Trustee's internal audit staff) for each Trust to Consolidation and the appropriate NQF Company or Companies not later than the 15th business day of the following month. The financial statements shall show the financial condition of the Trust, including, without limitation, the market value of the assets, and the income and expenses of each Trust for the period since the preceding statement. Any such financial statement may be approved by Consolidation and the appropriate NQF Company or Companies with respect to their respective Trust(s) by written notice to the Trustee or by failure to object to such financial statement within six montht of the date upon which such financial statement was delivered to Consolidation and the appropriate NQF Company or Companies. The approval of any such financial statement shall constitute a full and complete discharge of the Trustee as to all matters set forth in such financial statement; provided, however, that the foregoing shall not relieve or absolve the Trustee from any liability associated with a failure to perform its fiduciary responsibilities. Effective January 1, 2000, the financial statements shall be audited upon direction of Consolidation or the appropriate NQF Company or Companies with respect to their respective Trust(s) by independent certified public accountants employed by the Trustee, subject to the limitations contained in Section 4.9 hereof.

3.5 Tax Returns, Tax Information Returns and Other Reports. The Trustee shall prepare or cause to be prepared such income or other tax returns for the Tax-Qualified Trusts, and tax information returns and such reports as may be required from time to time for the Non-Tax Qualified Trusts, and shall provide copies thereof to Consolidation or the appropriate NQF Company or Companies in advance of their filing for review. The Trustee shall provide to Consolidation or the appropriate NQF Company or Companies, as the case may be, all statements, documents, lists, or other information reasonably requested by Consolidation or the appropriate NQF Company or Companies. The Trustee shall also sign all such income or other 8

WDC99 772881-1.009900.0011

tax returns and information returns, and the Trustee shall file them or cause them to be filed with the appropriate government agencies. The Trustee shall cooperate with all requests made by regulatory agencies and shall provide copies to Consolidation and/or the appropriate NQF Company or Companies in advance of all information submitted to regulatory agencies. At the request of Consolidation or the appropriate NQF Company or Companies, the Trustee shall testify with respect to the Trusts and the Trust Fund in proceedings before [the NRC and other]

regulatory agencies.

3.6 Nominees; Depositories. If the Trustee employs an agent or depository, specifically for purposes of providing services related to any Trust held hereunder (other than a securities broker), the Trustee shall disclose to such agent or depository that it is employed on behalf of such Trust. Subject to Section 3.10(b) hereof, the Trustee shall be liable for acts or omissions of the Trustee (and those of its officers and employees) occasioned by the willful misconduct or negligence of such Trustee (and that of its officers and employees). The Trustee shall further be liable for the acts of its nominee, or of any agent or depository or any nominee of any agent or depository with which any security of any Trust is deposited by the Trustee, as the case may be, with respect to any security registered in the name of the Trustee's nominee or in the name of the nominee of any such agent or depository, or with respect to any security of such Trust deposited with any agent or depository, and shall be liable for its acts and the acts of any such agent or depository with respect to the holding of securities in bulk.

With respect to the Tax-Qualified Trusts, the Trustee, or the Investment Manager with respect to an "investment manager account" (as hereinafter defined) (and, in either case, not the Trusts), shall also be liable for any tax imposed pursuant to Section 4951, as such section is made applicable to the Trusts, the Trust Fund, or the Trustee, and any applicable successor provision.

3.7 Future Orders. Consolidation and the NQF Companies shall promptly advise the Trustee in writing of the existence of any Future Orders having the effect of imposing new or different responsibilities upon the Trustee under the Trust Agreements or the Master Terms.

3.8 Appointment of Investment Manager.

(a)

Consolidation and the NQF Companies shall have the right from time to time to appoint and remove one or more Investment Managers for their respective Trust(s) held under the applicable Trust Agreement and to direct the segregation of any part or all of any such Trust into one or more accounts to be known as "investment manager accounts" and if Consolidation or an NQF Company does so, it shall appoint an individual, partnership, association, or corporation as Investment Manager to manage the portion of any Trust so segregated. Written notice of any such appointment and/or removal shall be given to the Trustee and the Investment Manager so appointed. The appointment, after the date hereof, shal be accomplished using an investment manager agreement signed by Consolidation or the appropriate NQF Company and the Investment Manager. The Trustee may assume that any investment manager account previously established and the prior appointment of any Investment Manager for that account continues in force until receipt of written notice to the contrary from Consolidation or the 9

WDC99 7n78i-i.oo9oo9. 01

appropriate NQF Company, as the case may be. As long as the Investment Manager is acting, the Investment Manager shall have full authority to direct the acquisition, retention and disposition of the assets from time to time comprising the investment manager account being managed by the Investment Manager, in accordance with Sections 2.5(c), 4.2, 4.3, 4.4 and 4.5 hereof. Upon the separation of the assets in accordance with Consolidation or the NQF Company instructions, the Trustee, as to those assets while so separated, shall be released and relieved of all investment duties, investment responsibilities and investment liabilities normally or statutorily incident to a trustee; provided, however, that the Trustee shall review the transactions in each investment manager account on a daily basis for the purpose of determining whether any assets acquired or any pending asset acquisitions (as to which the Trustee has been given information) are Prohibited Investments as provided in Section 4.3 hereof. In the event that the Trustee determines as a result of any such daily review that an investment is a Prohibited Investment as provided in Section 4.3, hereof, then it shall notify Consolidation or the appropriate NQF Company and the applicable Investment Manager within one business day of such determination by telephone, with confirmation in writing. The Trustee shall retain all other fiduciary duties with respect to assets the investment of which is directed by investment managers.

(b)

ExGen (as to both the Tax-Qualified Trusts and the Non-Tax Qualified Trusts), Consolidation (as to the Tax-Qualified Trusts) and the NQF Companies (as to the Non-Tax Qualified Trusts) hereby agree to indemnify the Trustee and hold it harmless from any liability or expense incurred without gross negligence, willful misconduct, recklessness or bad faith on the part of the Trustee, in connection with or arising out of:

(i) any action taken or omitted or any investment or disbursement of any part of the investment manager account made by the Trustee at the direction of the Investment Manager, or (ii) any action taken by the Trustee pursuant to notification of an order issued by an Investment Manager to purchase or sell securities directly to a broker or dealer under a power of attorney.

(c)

To the extent that Consolidation or the appropriate NQF Company or Companies notify the Trustee with respect to their respective Trust(s) that any Trust assets are currently not allocated to an investment manager account, the Trustee shall have investment responsibility for such assets until further notice from Consolidation or the appropriate NQF Company or Companies, and shall hold, invest and reinvest such assets subject to any investment guidelines issued to it by Consolidation or the appropriate NQF Company or Companies, and subject further to the provisions of Sections 4.2 and 4.3 hereof.

3.9 Use of Subordinated Trusts. Consolidation and each of the NQF Companies shall have the right to direct the segregation of any part of the Trusts into one or more "Subordinated Trusts." If Consolidation and/or the NQF Companies do so, they shall appoint a corporate trustee as Subordinated Trustee to manage the portion of any trust so segregated. Written notice of any such appointment and/or removal shall be given to the [NRC,] Trustee and Consolidation and/or the NQF Companies shall direct the Trustee to enter into such trust agreement with each Subordinated Trustee as Consolidation and/or the NQF Companies determine is appropriate. [A 10 WDC99 77288 I-1.009900OI 1

copy of the subordinated trust will be provided to the NRC by Consolidation and/or the NFQ Companies prior to its creation.]

The Subordinated Trust shall be under the control of the Subordinated Trustee. The Subordinated Trustee shall be responsible for complying with the provisions of {Seetien-l

[Sections 2.2,] 4.2 {apd][,] 4.3 [and 4.4] hereof, and the Trustee shall have no responsibility therefore; provided, however, that if the Trustee has actual knowledge of an action taken by the Subordinated Trustee in violation of or noncompliance with any of the provisions of Seetion 4.2 ew} [Sections 2.2, 4.2,] 4.3 [or 4.4] hereof, the Trustee shall have a duty to promptly inform Consolidation and/or the NQF Companies, as the case may be, of such violation or noncompliance.

Consolidation and the NQF Companies will indemnify the Trustee and hold it harmless from any liability or expense in connection with or arising out of the actions of the Subordinated Trustee with respect to the Subordinated Trust account.

3.10 Certain Duties and Responsibilities of the Trustee.

(a)

In the absence of bad faith on its part, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Trust Agreements and the Master Terms; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall have no duty to examine the same to determine whether they conform to the requirements of the Trust Agreements and these Master Terms unless the representative of the Trustee involved with the certificate in question has actual knowledge of the falsity of any statement made therein.

(b)

No provision of the Trust Agreements or these Master Terms shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this subsection shall not be construed to limit the effect of subsection (a) of this section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts or was otherwise negligent in making the judgment; and (iii) no provision of the Trust Agreements or these Master Terms shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

3.11 Certain Rights of Trustee. Except as otherwise provided in Section 3.10 hereof:

(a)

Any request or direction of Consolidation or any of the NQF Companies mentioned herein shall be sufficiently evidenced by a written request or direction signed, prepared or furnished by an authorized representative of Consolidation or the appropriate NQF Company, or an oral or telephonic request or order confirmed within a reasonable 11 WDC99 772881-1.009900.001 1

time by such a written request or direction, and any action of the board of directors of Consolidation and any of the NQF Companies may be sufficiently evidenced by a certificate of Consolidation or the appropriate NQF Company's secretary or assistant secretary; (b)

Whenever in the administration of any Trust created under the Trust Agreements the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon the certificate of an authorized representative of Consolidation or the NQF Companies; (c)

The Trustee may consult with legal counsel and the written advice of such counsel or any opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon; and (d)

The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Trust Agreements at the request or direction of Consolidation or the NQF Companies pursuant to the Trust Agreements or these Master Terms, unless Consolidation or the NQF Companies, as the case may be, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

ARTICLE 4: TRUSTEE'S POWERS The Trustee shall have, with respect to each Trust held under the Trust Agreements, the following powers, all of which powers are fiduciary powers to be exercised in a fiduciary capacity and in the best interests of such Trust, and which are to be exercised as the Trustee, acting in such fiduciary capacity, in its discretion, shall determine, except that the Trustee shall not act in its discretion but only at the direction of an appointed Investment Manager in the exercise of those powers given in Sections 4.2, 4.3, 4.4 and 4.5 hereof with respect to the acquisition, retention, and disposition of the assets of an investment manager account, and, except as otherwise provided, which are intended in no way to limit the general powers of the office. The Subordinated Trustee shall have those powers set forth in an appropriate Subordinated Trust Agreement, which shall not be inconsistent with the material terms of the Trust Agreement or these Master Terms.

4.1 Payment of or Provision for Expenses of Administration. The Trustee shall have the power to incur, pay or make provision for any and all charges, taxes, and expenses upon or connected with each Trust held under the Trust Agreements in the discharge of its fiduciary obligations thereunder (and other incidental expenses of the Fund (including legal, accounting, actuarial and trustee expenses)), but to charge said amounts to such Trust only to the extent that such amounts are directed to be paid from such Trust by Consolidation or any of the NQF Companies pursuant to Section 2.4 or 3.2 hereof or, in the case of Tax-Qualified Trusts, as may 12 WDC99 772881-1.009900.001 I

be incurred and paid from such Trust without causing the Trust to become disqualified under Section 468A.

4.2 Investment of Trust Fund: Prudent Investor Standard.

(a)

Pending any other penrnissible use of any Trust held under the Trust Agreements, and subject to the limitations provided in Section 4.3 of these Master Terms, the Trustee shall have the power and authority to invest and reinvest all or any part of the assets of such Trust, including any undistributed income therefrom, in a manner consistent with the "prudent investor' standard as specified in 18 CFR § 35.32(a)(3) of the Federal Energy Regulatory Commission regulations and in such a way as to attempt to maximize the after-tax returns thereon.

(b)

In the exercise of the power and authority set forth in Section 4.2(a) hereof, the Trustee has the following powers and authority:

(i) to purchase, receive or subscribe for any securities or other property and to retain in trust such securities or other property; (ii) to sell, exchange, convey, transfer, lend, or otherwise dispose of any property held in the Trusts 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 inquire into the validity, expediency or propriety of any such sale or other disposition; (iii) to vote in person or by proxy any stocks, bonds or other securities held in the Trusts; (iv) 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 Trusts have outstanding at any time; (v) to join in, dissent from or oppose the reorganization, recapitalization, consolidation, sale or merger of corporations or properties of which the Trusts 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 property, which may be issued upon any such reorganization, recapitalization, consolidation, sale or merger and thereafter to hold the same[-, without any duty to sell;] [. To the extent that any securities that are accepted are attributable to an investment manager account, the provions of Section 3.8(a) apply with respect to Trustee review for Prohibited Investments 13 WDC99 772881-I.009900.0011

under Section 4.3 and notification of Consolidation or the appropriate NFQ Company and the applicable Investment Manager.

(vi) 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 the Trust Agreements and these Master Terms 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 Trusts for safekeeping or custodian purposes only; (vi) to invest assets of the Trust in foreign and domestic futures contracts, options on futures contracts, options contracts, swaps, short sales and other derivative investments, and, in connection with such investments, to transfer assets of the Trust to brokers or other third parties as margin or collateral at the direction of the Investment Manager; provided, however, that the Investment Manager and Trustee shall have first entered into an appropriate account agreement with such broker or third party. Notwithstanding anything to the contrary contained in the Trust Agreements or these Master Terms, the Trustee shall have no custodial responsibility for any assets so transferred; (vii) 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. Consolidation and the NQF Companies expressly understand and agree 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 for the management of such collective fund; and (viii) to make foreign investments, including investments to be maintained abroad; provided, however, that such authority is limited to those foreign jurisdictions in which the Trustee has selected a foreign custodian in accordance with Section 4.7 hereof.

(c)

Consolidation and the NQF Companies recognize that settlements of transactions may be effected in trading and processing practices customary in the jurisdiction or market where the transaction occurs. Consolidation and the NQF Companies acknowledge that this may, in certain circumstances, require the delivery of cash or securities (or other property) without the concurrent receipt of securities (or other 14 WDC99 772881-1.009900.001

property) or cash and, in such circumstances, Consolidation and/or the appropriate NQF Company shall have sole responsibility for non-receipt of payment (or late payment) by the counterparty.

(d)

All investments must be sufficiently liquid to enable each Trust to fulfill the purpose of the Trust Agreements and to satisfy obligations as they become due as communicated in writing to the Trustee, and absent a written communication, the Trustee shall invest each separate Trust as though such Trust had no short or intermediate term cash requirements. Nothing in this Section 4.2 shall be construed as requiring the Trustee to make any investigation as to when any of the Plants may be decommissioned or when obligations relating to such decommissioning may be expected to become due.

4.3 Prohibited Investments. The Trustee shall assure that the assets of the Trusts are not invested or reinvested in the following Prohibited Investments:

(a)

Any deposit with a banking institution unless such banking institution has not less than $350 million in equity capital on a current market value basis; or (b)

Any securities or other obligations of Exelon Corporation or affiliates thereof, or their successors or assigns; provided, however, that the foregoing restriction shall not prevent investments tied to market indices or other non-nuclear sector collective, commingled or mutual funds; or (c)

Any securities or other obligations of any entity owning or operating one or more nuclear power plants; provided, however, that the foregoing restriction shall not prevent investments tied to market indices or other non-nuclear sector collective, commingled, or mutual funds; or (d)

Any investment which would contravene any Future Orders in effect at the time such investment or reinvestment is made and previously furnished to the Trustee with reference to the Trusts; or (e)

Any investment not perrnitted under Section 468A of the Code.

4.4 Management of Trusts.

(a)

The Trustee shall have the power to sell, exchange or otherwise dispose of all or any part of any Trust held hereunder, without prior application to or approval by or order of any court, upon such terms and in such manner and at such prices as the Trustee shall determine; to modify, renew, or extend [ metgagesI., bonds, notes, or other obligations or any installment of principal thereof or any interest due thereon and to waive any defaults in the performance of the terms and conditions thereof; and to execute and deliver any and all assignments, bonds, or other instruments in connection with these powers, at such times, in such manner and upon such terms and conditions as the Trustee may be deemed expedient. The Trustee's determinations of manner of sales, terms, 15 WDC99 772881-1.009900.001 I

prices and the exercise of other powers granted herein, if reasonably made, are not to be questioned.

(b)

Notwithstanding anything contained in the Trust Agreements or these Master Terms to the contrary, the Trustee may not authorize or carry out any sale, exchange, or other transaction between any Trust and the Trustee or any affiliate of the Trustee, or any "disqualified person" within the meaning of Section 4951, of the kind described in Treasury Regulation 1.468A-5(b), except the payment of compensation and expenses pursuant to Section 3.2 hereof, or unless such transaction is not an act of "self-dealing" within the meaning of Section 4951 of the Code. The Trustee shall not cause any Trust to engage in any act of self-dealing with Consolidation or the NQF Companies or any affiliate of Consolidation or the NQF Companies. Consolidation and the NQF Companies agree to furnish the Trustee with the identity of persons who are "disqualified persons" within the meaning of Section 4951 by reason of their affiliation with Consolidation and/or the NQF Companies.

4.5 Extension of Obligations and Negotiation of Claims. Subject to the limitations contained in Sections 4.2, 4.3 and 4.4 hereof, the Trustee shall have the power to renew or extend the time of payment of any obligation, secured or unsecured, payable to or by any Trust, for as long a period or periods of time and on such terms as it shall determine; and, subject to the approval of Consolidation or the appropriate NQF Company or Companies (which shall not be unreasonably withheld or delayed), to adjust, settle, compromise, and arbitrate claims or demands in favor of or against any Trust, including claims for taxes, upon such terms as it deems advisable.

4.6 Registration of Securities. The Trustee shall have the power to hold any stocks, bonds, securities, and/or other property in the name of a nominee, in a street name, or by other title-holding device, without indication of trust.

4.7 Foreign Custodians.

(a)

The Trustee shall have the power to appoint foreign custodians as agent of the Trustee to custody foreign securities holdings of the Trust or any investment manager account. Custody of foreign investments shall be maintained with foreign custodians selected by the Trustee. In the case of an investment manager account, the Investment Manager shall have sole responsibility for the decision to maintain the custody of foreign investments in its investment manager account abroad, which decision shall be subject to the limitation contained in the foregoing second sentence of this Section 4.7(a). The Trustee shall have no responsibility for losses to the Trust resulting from the acts or omissions of any foreign custodian appointed by the Trustee unless due to the foreign custodian's fraud, negligence or willful misconduct.

(b)

The Trustee shall have the power to utilize any tax reclaim procedures with respect to taxes withheld to which the Trust may be entitled under applicable tax laws, treaties and regulations; provided that any exercise of such power by the Trustee shall be on a reasonable efforts basis.

16 WDC99 772881-1.009900.0011

4.8 Securities Lending. Pursuant to a written agreement between the Trustee and Consolidation or the appropriate NQF Company or Companies, Trustee shall have authority to lend the assets of the Trusts 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, and to receive and invest collateral provided by the borrower; provided that with respect to the lending of securities pursuant to the securities lending authorization agreement between the parties, (a) both parties intend that, for purposes of the relevant provisions of the US Bankruptcy Code, at all relevant times the Trustee/securities lending agent shall be deemed to be and to be acting as a "financial institution" as defined in section 101(22) of the US Bankruptcy Code, and each loan entered into by the Trustee/securities lending agent with borrowers under authority of the securities lending authorization agreement (a "Loan") shall be deemed to be a "securities contract" as defined in section 741 of the US Bankruptcy Code; and (b) each Loan shall be made in conformity with all applicable laws governing such Loan and all applicable rules, regulations and exemptions from time to time promulgated and issued under the authority of those laws.

4.9 Retention and Removal of Professional Service Providers. The Trustee shall have the power to employ attorneys, accountants, and custodians as it shall deem advisable and to make such payments thereof as the Trustee shall deem reasonable for the implementation of the purpose of the Trust Agreements. The Trustee shall have the absolute right to dismiss any such agents for any reason whatsoever; provided that the Trustee's selection of an accounting firm shall be subject to the prior consent of Consolidation or the appropriate NQF Company, as the case may be, which consent shall not be unreasonably withheld.

4.10 Delegation of Ministerial Powers. The Trustee shall have the power to delegate to other persons such ministerial powers and duties as it may deem to be advisable.

4.11 Discretion in Exercise of Powers. The Trustee shall have the power to do any and all other acts which the Trustee shall deem proper to effectuate the powers specifically conferred upon it by the Trust Agreements and these Master Terms; provided, however, that this Section 4.11 shall not authorize the Trustee to do any act or participate in any transaction which would (a) contravene any provision of the Trust Agreements or these Master Terms; (b) violate the terms and conditions of, or cause any Trust held under the Trust Agreements not to satisfy Applicable Regulatory Requirements; or (c) disqualify ahy of the Tax-Qualified Trusts as "nuclear decommissioning reserve funds" under Section 468A.

ARTICLE 5:

[INTENTIONALLY DELETED]

17 WDC99 772881-1.009900.001 1

EXHIBIT A-1 DISBURSEMENT CERTIFICATE Tax-Qualified Decommissioning Trust The undersigned, being a duly authorized officer of Exelon Generation Consolidation Company, LLC, a Nevada limited liability company ("Consolidation"), and, in such capacity, being duly authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the Exelon Generation Consolidation Company, LLC Tax Qualified Decommissioning Trust-[name of Plant(s)] (the "Trust(s)"), pursuant to Section 2.2(a)(i) of the Master Terms as amended and restated as of

, 2003 (the "Master Terms"), between Consolidation and the Trustee, as follows:

(a)

There is due and owing to each Payee ("Payees") [all/a portion of]

the invoiced cost to Consolidation for goods or services provided in connection with the decommissioning of the [name of Plant(s)] as evidenced by the Invoice Schedule (with supporting exhibits) attached as Exhibit 1 hereto; (b)

All such amounts due and owing to such Payees constitute Qualified Costs; (c)

All conditions precedent to the making of this disbursement set forth in any agreement between each such Payee and Consolidation have been fulfilled; (d)

No Payee is a "disqualified person" within the meaning of Section 4951 or Section 468A by reason of an affiliation with Consolidation or, if any are, then the payment constitutes compensation or payment or reimbursement of expenses which are reasonable and necessary to carry out the purpose of the Trust(s) and the payment is not excessive; and (e)

The payment of the amounts owing meets Applicable Regulatory Requirements, requirements of the Code, and all necessary consents and approvals for such payment have been obtained.

Accordingly, subject to the requirements of Section 2.2(b) of the Master Terms, you are directed to permit the disbursement of the amounts indicated on Exhibit 1 hereto from the Trust(s) in order to permit payment of such sum(s) to be made to the aforementioned Payees for such purpose. You are further directed to disburse such sum(s), once withdrawn, directly to such Payees, in the manner indicated on Exhibit 1 hereto.

Although you are under no obligation to make any further inquiry or investigation or to obtain any further documentation, it is understood that you may, in your discretion, elect to withhold any such disbursement to any Payee unless and until you receive written releases, in a form satisfactory to you, of any liens, security interests, or claims of such Payee against Consolidation or its property as you may, in your discretion, require.

WDC99 772881-1.009900.001 1

Capitalized terms used herein without definition shall have the meanings given to such terms in the Trust Agreements and the Master Terms.

WiNESS my hand this day of EXELON GENERATION [TRUST]

CONSOLIDATION COMPANY, LLC By:-

Duly Authorized Officer WDC99 772881-1.009900.0011

EXHIBIT A-2 DISBURSEMENT CERTIFICATE Non-Tax Qualified Decommissioning Trust The undersigned, being a duly authorized officer of LLC, a Nevada limited liability company ("LLC"), and, in such capacity, being duly authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the LLC Non-Tax Qualified Decommissioning Trust-[name of Plant(s)] (the "Trust(s)"), pursuant to Section 2.2(a)(i) of the Master Terms as amended and restated as of

, 2003 (the "Master Terms"), between LLC and the Trustee, as follows:

[(a)]

There is due and owing to each Payee ("Payees") [all/a portion of]

the invoiced cost to LLC for goods or services provided in connection with the decommissioning of the [name of Plant(s)] as evidenced by the Invoice Schedule (with supporting exhibits) attached as Exhibit 1 hereto;

[(b)]

All such amounts due and owing to such Payees constitute Qualified Costs; l(c)]

All conditions precedent to the making of this disbursement set forth in any agreement between each such Payee and Consolidation have been fulfilled;

[(d)]

No Payee is a "disqualified person" within the meaning of Section 4951 or Section 468A by reason of an affiliation with LLC or, if any are, then the payment constitutes compensation or payment or reimbursement of expenses which are reasonable and necessary to carry out the purpose of the Trust(s) and the payment is not excessive; and (0]

[(e)]

The payment of the amounts owing meets Applicable Regulatory Requirements, and all necessary consents and approvals for such payment have been obtained.

Accordingly, subject to the requirements of Section 2.2(b) of the Master Terms, you are directed to permit the disbursement of the amounts indicated on Exhibit 1 hereto from the Trust(s) in order to permit payment of such sum(s) to be made to the aforementioned Payees for such WDC99 772881-1.009900.0011

purpose. You are further directed to disburse such sum(s), once withdrawn, directly to such Payees, in the manner indicated on Exhibit 1 hereto.

Although you are under no obligation to make any further inquiry or investigation or to obtain any further documentation, it is understood that you may, in your discretion, elect to withhold any such disbursement to any Payee unless and until you receive written releases, in a form satisfactory to you, of any liens, security interests, or claims of such Payee against Consolidation or its property as you may, in your discretion, require.

Capitalized terms used herein without definition shall have the meanings given to such terms in the Trust Agreements and the Master Terms.

WlTNESS my hand this day of NQ, LLC By:

Duly Authorized Officer WDC99 772881-1.009900.001 1

EXHIBIT B-1 WITHDRAWAL CERTICATE Tax-Qualified Decommissioning Trust The undersigned, being a duly authorized officer of Exelon Generation Consolidation Company, LLC, a Nevada limited liability company ("Consolidation"), and, in such capacity, being duly authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the Exelon Generation Consolidation Company, LLC Tax-Qualified Decommissioning Trust-[name of Plant(s)] (the "Trust(s)"), pursuant to Section 2.2(a)(ii) of the Master Terms, amended and restated as of

,2003 (the "Master Terms"), between Consolidation and the Trustee, as follows:

(a)

Consolidation has paid, and is entitled to reimbursement for, amounts paid for goods or services provided in connection with the decommissioning of the [name of Plant(s)] as described in the schedule (with supporting exhibits) attached as Exhibit 1 hereto; (b)

All such amounts paid constitute Qualified Costs; (c)

No payee was a "disqualified person" within the meaning of Section 4951 or Section 468A by reason of an affiliation with Consolidation or, if any were, then the payment constituted compensation or payment or reimbursement of expenses which were reasonable and necessary to carry out the purpose of the Trust and the payment was not excessive; and (d)

The payment of the amounts met Applicable Regulatory Requirements, requirements of the Code, and all necessary consents and approvals for such payment had been obtained.

Accordingly, subject to the requirements of Section 2.2(b) of the Master Terms, you are directed to permit the disbursement of the amounts indicated on Exhibit I hereto from the Trust(s) in order to reimburse Consolidation for such payments. You are further directed to disburse such sum(s), once withdrawn, directly to "Exelon Generation Consolidation Company, LLC."

Capitalized terms used herein without definition shall have the meanings given to such terms in the Trust Agreements and the Master Terms.

WrTNESS my hand this day of EXELON GENERATION CONSOLIDATION COMPANY, LLC By:

Duly Authorized Office

EXHIBIT B-2 WITHDRAWAL CERTIFICATE Non-Tax Qualified Decommissioning Trust The undersigned, being a duly authorized officer of LLC, a Nevada limited liability company ("LLC"), and, in such capacity, being duly authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the LLC Non-Tax Qualified Decommissioning Trust-[name of Plant(s)]

(the "Trust(s)"), pursuant to Section 2.2(a)(ii) of the Master Terms, amended and restated as of

, 2003 (the "Master Terms"), between LLC and the Trustee, as follows:

[(a)]

LLC has paid, and is entitled to reimbursement for, amounts paid for goods or services provided in connection with the decommissioning of the [name of Plant(s)]

as described in the schedule (with supporting exhibits) attached as Exhibit 1 hereto;

[(b)]

All such amounts paid constitute [Non-Tax] Qualified Costs; r tbL

[(c)]

No payee was a "disqualified person" within the meaning of Section 4951 or Section 468A by reason of an affiliation with LLC or, if any were, then the payment constituted compensation or payment or reimbursement of expenses which were reasonable and necessary to carry out the purpose of the Trust and the payment was not excessive; and R/w

[(d)]

The payment of the amounts met Applicable Regulatory Requirements, and all necessary consents and approvals for such payment had been obtained.

Accordingly, subject to the requirements of Section 2.2(b) of the Master Terms, you are directed to permit the disbursement of the amounts indicated on Exhibit 1 hereto from the Trust(s) in order to reimburse LLC for such payments. You are further directed to disburse such sum(s),

once withdrawn, directly to "

Company, LLC."

Capitalized terms used herein without definition shall have the meanings given to such terms in the Trust Agreements and the Master Terms.

WDC99 772881-1.009900.001 1

WllNESS my hand this day of NQ, LLC By:

Duly Authorized Office WDC99 772881-1.009900.001 1

REVISION LIST The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old and the new documents.

[8:5 8:5] Changed "Regulation; and (ii)" to "Regulation;"

[8:6 8:6] Changed "Regulation." to'

[8:6 8:7] Changed "Regulation." to'

[10:7 10:8] Changed "termination of ea

[10:7 10:8] Changed "that " to "the "

[10:7 10:8] Changed "that Trust, incluc

[12:4 12:5] Changed "before regulator'

[14:3 14:3] Changed "to the Trustee an

[14:3 14:3] Changed "appropriate." to'

[14:4 15:1] Changed "Section " to "Sec

[14:4 15:1] Changed "4.2 and 4.3 " to '

[14:4 15:1] Changed "Section 4.2 or "

[14:4 15:1] Changed "or 4.3 hereof, the

[17:6 17:8] Changed ", without any du

[19:7 19:9] Changed "extend mortgage

[23:3 23:3] Changed "GENERATION CONSOLIDATION"

[25:5 25:5] Changed "(f) "to "(a)"

[25:6 25:6] Changed "(g) " to "(b)"

[25:7 25:7] Changed "(h) " to "(c)"

[25:8 25:8] Changed "(i) "to "(d)"

[25:9 25:9] Changed "(j) "to "(e)"

[26:4 29:4] Changed "(e) "to "(a)"

[26:5 29:5] Changed "(f) "to "(b)"

[26:5 29:5] Changed "constitute Qualil

[26:6 29:6] Changed "(g) " to "(c)"

[26:7 29:7] Changed "(h) " to "(d)"

'Regulation... disbursement."

'(iii) where... such notice."

ach Trust" to "the later... the Plant" ling" to "the Trust... including" y" to "before the... regulatory" d" to "to the NRC, Trustee and" "appropriate.... creation."

ctions 2.2,

'4.2, 4.3 and 4.4" to "Sections 2.2, 4.2,"

e" to "4.2, 4.3 or 4.4 hereof, the" ty to sell;" to ". To the extent... Manager."

es," to "extend,"

... CONSOLIDATION" to "GENERATION ied" to "constitute... Qualified" WDC99 772881-1.009900.0011

2.

Revised Draft Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement (The Northern Trust Company)

AMENDED AND RESTATED NON-TAX QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT THIS AMENDED AND RESTATED NON-TAX QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT (the "Agreement"), dated as of

, 2003 by and between Commonwealth Edison Company

("ComEd"), an Illinois corporation (for the limited purpose of confirming the assignment reflected in Sections 1.04, 3.07 and 3.11 of this Agreement and its rights as stated in Sections 2.8 and 2.9 of the Master Terms), Exelon Generation Company, LLC

("ExGen"), a limited liability company organized under the laws of the State of Delaware and having a principal office at 200 Exelon Way, Kennett Square, Pennsylvania 19348, the limited liability companies duly organized and existing under the laws of the State of Nevada, identified on Schedule A attached hereto (collectively, the "NQF Companies"),

and The Northern Trust Company, as Trustee, having its office at Nevada [zip] (the "Trustee").

WITNESSETH:

WHEREAS, ExGen is the owner in whole or in part of each of the Units ("Unit" shall mean each, and "Units" shall mean all, of the nuclear power plants listed on the Schedule A attached to this Agreement as that Schedule may be supplemented from time to time by ExGen by written notice to the Trustee). Each unit of a multi-unit nuclear power plant site shall be considered as a separate Unit for the purposes of this Agreement; and WHEREAS, the Amended and Restated Nuclear Decommissioning Master Trust Agreement dated June 28, 2002, and effective September 1, 2002 ("Amended and Restated Agreement") provides for trusts for the exclusive purpose of providing for the decommissioning of the Units, which trusts consisted of qualified nuclear decommissioning funds (the "Tax-Qualified Trusts") under Section 468A of the Internal Revenue Code of 1986, as amended (the "Code") and nonqualified nuclear decommissioning trusts (the "Non-Tax Qualified Trusts"); and WHEREAS, the Non-Tax Qualified Trusts that are the subject of this Agreement were established by CornEd in accordance with the Illinois Statute; and WHEREAS, pursuant to certain assignment agreements ExGen wishes to transfer to the NQF Companies its interests, rights, duties and obligations under the Amended and Restated Agreement in the Non-Tax Qualified Trusts, as set forth in Schedule A attached hereto, and the NQF Companies have agreed to accept such interests, rights, duties and obligations; and 2-WDC99 772839-1.009900.0011I

WHEREAS, pursuant to certain assignment agreements ExGen wishes to transfer to ExGen Trust Consolidation Company, LLC ("Consolidation"), a limited liability company organized under the laws of the State of Nevada, its interests, rights, duties and obligations under the Amended and Restated Agreement in the Tax-Qualified Trusts, and Consolidation has agreed to accept such interests, rights, duties and obligations; and WHEREAS, ExGen, the NQF Companies and Consolidation wish to amend the Amended and Restated Trust Agreement so that it is restated into two separate agreements, one with respect to the Non-Tax Qualified Trusts and one with respect to the Tax-Qualified Trusts; and WHEREAS, ExGen, the NQF Companies and the Trustee wish that this Agreement shall amend and restate the Amended and Restated Trust Agreement pursuant to this Agreement with respect to the Non-Tax Qualified Trusts [in such a way that nothing in this Agreement is intended to conflict with or override the applicable licenses or the applicable regulatory requirements of the NRC, the IRS and other regulators]; and WHEREAS, ExGen, Consolidation, the NQF Companies and the Trustee wish that this Agreement shall amend and restate the restrictions on the transferability imposed by the Amended and Restated Trust Agreement; and WHEREAS, ExGen and the NQF Companies wish that the Trustee continue to serve as trustee of the Non-Tax Qualified Trusts.

NOW, THEREFORE, ComEd has previously delivered Schedules to this Agreement to the Trustee, and the Trustee has acknowledged receipt of the funds described thereon representing the initial funding of the Trusts with respect to the Plants described or referenced on such Schedules, and Trustee has acknowledged additional contributions by ExGen; TO HAVE AND TO HOLD THE SAME IN TRUST for the exclusive use and purposes and upon the terms and conditions hereinafter set forth and as set forth in the Master Terms for Trust Agreements (the "Master Terms") appended hereto as Exhibit 1, and such additional funds as may from time to time be added thereto as provided herein, together with the proceeds and reinvestments thereof.

ARTICLE I PURPOSES OF THE TRUSTS Section 1.01. Establishment of the Trusts. The Trustee has established and shall hold a separate Non-Tax Qualified Trust for each Plant. Each time any of the NQF Companies make a contribution to the Non-Tax Qualified Trusts, it shall designate the 3-WDC99 772839-1.009900.0011

amount of such contribution allocable to the Trust. The Trustee shall maintain separate records for each Non-Tax Qualified Trust, and shall credit thereto its pro rata share of all income of the Trust Fund and charge thereto its pro rata share of all expenses (other than expenses attributable to a particular Plant which shall be expenses charged to the Non-Tax Qualified Trust named for such Plant) and any losses. Until otherwise instructed in writing by the NQF Companies, nothing in this Agreement or in the Master Terms shall be deemed to require the Trustee to segregate or invest separately assets of the Trusts, it being intended that the assets of the Trusts may be maintained and invested and reinvested as a common pool, but shall not be required to be so maintained or invested.

Section 1.02. Purposes of the Trusts. The Non-Tax Qualified Trusts are established for the exclusive purpose of providing funds for the decommissioning of the Units. The Non-Tax Qualified Trust for a Unit shall accumulate all contributions (whether from the relevant NQF Company or others) which do not satisfy the requirements for contributions to the Tax-Qualified Trust for that Unit, pursuant to the Master Terms. None of the assets of the Non-Tax Qualified Trusts shall be subject to attachment, garnishment, execution of levy in any manner for the benefit of creditors of a NQF Company or any other party.

Section 1.03. Contributions to the Funds. The assets of the Non-Tax Qualified Trusts shall be transferred or contributed by the NQF Companies (or others approved in writing by the NQF Companies) from time to time.

Section 1.04. Transferabilitv. The NQF Companies may transfer any interest in a Non-Tax Qualified Trust; provided, however, that any such transfer shall be made subject to, and upon the agreement (which shall be in form and substance satisfactory to ComEd) of the successor to observe, the provisions of this Section 1.04, Sections 2.8 and 2.9 of the Master Terms (as it relates to approval of amendments of this Section 1.04, Sections 2.8 and 2.9 of the Master Terms, and Sections 3.07 and 3.11 of this Agreement),

and Sections 3.07 and 3.1 1 of this Agreement. The interest of the NQF Companies in any Non-Tax Qualified Trust is not subject to the claims of the creditors of the NQF Companies; provided, however, that any creditor of the NQF Companies, as to which a Disbursement Certificate for a Non-Tax Qualified Trust has been properly completed and submitted to the Trustee, and not objected to by the NRC within the time period specified in Section 2.2(b) of the Master Terms, may assert a claim directly against such Trust in an amount not to exceed the lesser of the amount specified on such Disbursement Certificate or the amount of such Trust available to pay costs other than amounts then owing the Trustee under Section 3.2 of the Master Terms.

Section 1.05. Master Terms. In addition to the terms set forth in this Agreement, the Non-Tax Qualified Trusts shall also be governed by the provisions of the Master Terms. It is intended that the provisions of the Master Terms be complementary to the terms of this Agreement, provided, however, that to the extent that the terms of this Agreement are construed by a court of competent jurisdiction or applicable governmental WDC99 772839-1.009900.0011

agency to be in conflict with the Master Terms, the terms of this Agreement shall take precedence over the Master Terms. Any terms capitalized and not defined herein shall have the meaning set forth in the Master Terms.

ARTICLE II DISTRIBUTIONS Section 2.01. Distributions. Upon receipt of written instructions from a NQF Company, and in accordance with Article 2 of the Master Terms, the Trustee shall distribute all or a portion of the Non-Tax Qualified Trust of which such NQF Company is

{a benefieiary+ [an owner] to such NQF Company[, Consolidation or third party].

ARTICLE III Miscellaneous Section 3.01. Headings. The Section headings set forth in this Agreement are inserted for convenience of reference only and shall be disregarded in the construction or interpretation of any of the provisions of this Agreement.

Section 3.02. Particular Words. Any word contained in the text of this Agreement shall be read as the singular or plural as may be applicable 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.

Section 3.03. Severability of Provisions. If any provision of this Agreement or of the Master Terms or its application to any person or entity 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 and the Master Terms, shall not be affected by such invalidity or unenforceability.

Section 3.04. Form and Content of Communications. The names of persons authorized to act on behalf of the NQF Companies shall be certified to the Trustee by the NQF Companies. Until notified in writing to the contrary, the Trustee shall have the right to assume that there has been no change in the identity or authority of any person previously certified to it hereunder.

Section 3.05. Delivery of Notices Under Agreement. Any notice required by this Agreement to be given to the NQF Companies or the Trustee shall be deemed to have been properly given when delivered in person or when mailed postage prepaid, by registered or certified mail. Notices to the NQF Companies shall be addressed to: WDC99 772839-1.009900.0011

NQF Companies As set forth in Schedule A Notices to the Trustee shall be addressed to:

[Insert Contact Name and Address]

Section 3.06. Successors and Assigns. Subject to the provisions of Sections 1.04 of this Agreement and 3.1 of the Master Terms, this Agreement shall be binding upon and inure to the benefit of the NQF Companies, the Trustee, and their respective successors and assigns.

Section 3.07. Third Parties. Except as expressly provided in this Section 3.07, Sections 1.04 and 3.11 of this Agreement, and Sections 2.8, and 2.9 of the Master Terms with respect to ComEd, nothing expressed or implied in this Agreement or in the Master Terms is intended, or shall be construed, to confer upon or give any person or entity other than the NQF Companies and the Trustee any rights or remedies under or by reason of this Agreement. ConEd shall have the right to enforce the provisions of Sections 1.04 and 3.11 of this Agreement, this Section 3.07, and Sections 2.8 and 2.9 of the Master Terms insofar as such Sections grant it rights under this Agreement.

Section 3.08. Counterparts of Agreement. This Agreement has been executed in counterparts, each of which shall be deemed to be an executed original.

Section 3.09. Governing Jurisdiction. The Trusts created hereunder are Illinois trusts. All questions pertaining to the validity, construction, and administration of the Non-Tax Qualified Trusts shall be determined in accordance with the laws of the State of Illinois.

Section 3.10. Trust Fiscal Year. The accounting and taxable year for the Trusts shall be the taxable year of the NQF Companies for federal income tax purposes. If the taxable year of the NQF Companies shall change, the NQF Companies shall notify the Trustee of such change and the accounting and taxable year of all Trusts must change to the taxable year of the NQF Companies.

Section 3.11. Confirmation of Transfer. ComEd has previously confirmed its assignment of its rights and obligation under the Amended and Restated Agreement to ExGen. By its execution of this Agreement, ConEd hereby confirms the assignment of its rights and obligations under this Agreement to the NQF Companies other than (i) its rights under Section 1.04 hereof to approve any successor of a Non-Tax Qualified Trust, (ii) its right to receive any funds pursuant to the provisions of Section 2.9 of the Master Terms, (iii) its right to approve any amendment to Section 1.04 and 3.07 hereof and WDC99 772839-1.009900.0011

Sections 2.8 and 2.9 of the Master Terms and this Section 3.11 under Section 2.9 of the Master Terms, and (iv) its rights under Section 3.07 of this Agreement to enforce its rights under Sections 2.8 and 2.9 of the Master Terms and 1.04 and 3.07 of this Agreement and this Section 3.11. ComEd hereby acknowledges its notice of the amendments in this Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement and hereby waives its rights under Section 2.9 of the Master Terms to any other prior written notices.

IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands and seals as of the day and year first above written.

EXELON BRAIDWOOD 1 NQ, LLC By:

Name:

Title:

EXELON BRAIDWOOD 2 NQ, LLC By:

Name:

Title:

EXELON BYRON 1 NQ, LLC By:

Name:

Title:

EXELON BYRON 2 NQ, LLC By:

Name:

Title:

WDC99 772839-1.009900.001 1

EXELON DRESDEN 1 NQ, LLC By:

Name:

Title:

EXELON DRESDEN 2 NQ, LLC By:

Name:

Title:

EXELON DRESDEN 3 NQ, LLC By:

Name:

Title:

EXELON LASALLE 1 NQ, LLC By:

Name:

Title:

WDC99 772839-1.009900.0011 EXELON LASALLE 2 NQ, LLC By:

Name:

Title:

EXELON QUAD CIES 1 NQ, LLC By:

Name:

Title:

EXELON QUAD CITIES 2 NQ, LLC By:

Name:

Title:

EXELON ZION 1 NQ, LLC BY:

-J Name:

Title:

EXELON ZION 2 NQ, LLC By:

Name:

Title:

EXELON GENERATION COMPANY, LLC By:

Name:

Title:

WDC99 772839-1.009900.001 1 COMMONWEALTH EDISON COMPANY By:

Name:

Title:

THE NORTHERN TRUST COMPANY By:

Name:

Title:

Schedule A The following is a list of nuclear power plants owned in whole or part by ExGen and the trust funds covered by the Master Terms:

Unit Trust Fund Owner Braidwood Unit 1 Exelon Braidwood Unit 1 Exelon Braidwood 1 NQ, Non-Tax Qualified Trust LLC Braidwood Unit 2 Exelon Braidwood Unit 2 Exelon Braidwood 2 NQ, Non-Tax Qualified Trust LLC Byron Unit 1 Exelon Byron Unit 1 Non-Exelon Byron 1 NQ, LLC Tax Qualified Trust Byron Unit 2 Exelon Byron Unit 2 Non-Exelon Byron 2 NQ, LLC Tax Qualified Trust Dresden Unit 1 Exelon Dresden Unit 1 Non-Exelon Dresden 1 NQ, LLC Tax Qualified Trust Dresden Unit 2 Exelon Dresden Unit 2 Non-Exelon Dresden 2 NQ, LLC Tax Qualified Trust Dresden Unit 3 Exelon Dresden Unit 3 Non-Exelon Dresden 3 NQ, LLC Tax Qualified Trust LaSalle Unit 1 Exelon LaSalle Unit 1 Non-Exelon LaSalle 1 NQ, LLC Tax Qualified Trust LaSalle Unit 2 Exelon LaSalle Unit 2 Non-Exelon LaSalle 2 NQ, LLC Tax Qualified Trust Quad Cities Unit 1 Exelon Quad Cities Unit 1 Exelon Quad Cities 1 NQ, Non-Tax Qualified Trust LLC Quad Cities Unit 2 Exelon Quad Cities Unit 2 Exelon Quad Cities 2 NQ, Non-Tax Qualified Trust LLC Zion Unit 1 Exelon Zion Unit 1 Non-Exelon Zion 1 NQ, LLC Tax Qualified Trust Zion Unit 2 Exelon Zion Unit 2 Non-Exelon Zion 2 NQ, LLC Tax Qualified Trust The address of each of the Non-Tax Qualified Trust LLCs is as follows: [Insert Nevada Address]

WDC99 683630-1.047265.0205

REVISION LIST The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old and the new documents.

[2:3 2:3] Changed

[4:3 4:31 Changed

[4:3 4:3] Changed WDC99 772839-1.009900.0011 "Trusts;" to "Trusts in... regulators;"

"a beneficiary " to "an owner "

"Company." to "Company, Consolidation or third party."

11

3.

Revised Draft Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement (The Northern Trust Company)

AMENDED AND RESTATED TAX-QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT THIS AMENDED AND RESTATED TAX-QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT (the "Agreement"), dated as of

, 2003 by and between Commonwealth Edison Company ("ComEd"),

an Illinois corporation (for the limited purpose of confirming the assignment reflected in Sections 1.04, 3.07 and 3.11 of this Agreement and its rights as stated in Sections 2.8 and 2.9 of the Master Terms), Exelon Generation Company, LLC ("ExGen"), a limited liability company organized under the laws of the State of Delaware and having a principal office at 200 Exelon Way, Kennett Square, Pennsylvania 19348, Exelon Generation Consolidation Company, LLC ("Consolidation"), and The Northern Trust Company, as Trustee, having its office at

, Nevada [zip] (the "Trustee").

WITNESSETH:

WHEREAS, ExGen is the owner in whole or in part of each of the Units ("Unit" shall mean each, and "Units" shall mean all, of the nuclear power plants listed on the Schedule A attached to this Agreement as that Schedule may be supplemented from time to time by the ExGen by written notice to the Trustee). Each unit of a multi-unit nuclear power plant site shall be considered as a separate Unit for the purposes of this Agreement; and WHEREAS, the Amended and Restated Nuclear Decommissioning Master Trust Agreement dated June 28, 2002 and effective September 1, 2002 ("Amended and Restated Agreement") provides for trusts for the exclusive purpose of providing for the decommissioning of the Units, which trusts consisted of qualified nuclear decommissioning funds (the "Tax-Qualified Trusts") under Section 468A of the Internal Revenue Code of 1986, as amended (the "Code") and nonqualified nuclear decommissioning trusts (the "Non-Tax Qualified Trusts"); and WHEREAS, the Tax-Qualified Trusts that are the subject of this Agreement were established by ComEd (as hereinafter defined) in accordance with Section 8-508.1 of the llinois Public Utilities Act (220 ILCS 518-508.1) (the "Illinois Statute"), and this Agreement and such Tax-Qualified Trusts are intended by the Company to be maintained and to be and remain qualified under Section 468A (as hereinafter defined);

WHEREAS, pursuant to certain assignment agreements ExGen wishes to transfer to the NQF Companies its interests, rights, duties and obligations under the Amended and Restated Agreement in the Non-Tax Qualified Trusts, as set forth in Schedule A attached WDC99 772835-1.009900.0011

hereto, and the NQF Companies have agreed to accept such interests, rights, duties and obligations; and WHEREAS, pursuant to certain assignment agreements ExGen wishes to transfer to Consolidation, a limited liability company organized under the laws of the State of Nevada, its interests, rights, duties and obligations under the Amended and Restated Agreement in the Tax-Qualified Trusts, and Consolidation has agreed to accept such interests, rights, duties and obligations; and WHEREAS, ExGen, the NQF Companies and Consolidation wish to amend the Amended and Restated Trust Agreement so that it is restated into two separate agreements, one with respect to the Non-Tax Qualified Trusts and one with respect to the Tax-Qualified Trusts; and WHEREAS, ExGen, Consolidation and the Trustee wish that this Agreement shall amend and restate the Amended and Restated Trust Agreement pursuant to this Agreement with respect to the Tax-Qualified Trusts [in such a way that nothing in this Agreement is intended to conflict with or override the applicable licenses or the applicable regulatory requirements of the NRC, the IRS and other regulators]; and WHEREAS, ExGen, Consolidation, the NQF Companies and the Trustee wish that this Agreement shall amend and restate the restrictions on the transferability imposed by the Amended and Restated Trust Agreement; and WHEREAS, ExGen and Consolidation wish that the Trustee continue to serve as trustee of the Tax-Qualified Trusts.

NOW, THEREFORE, ComEd has previously delivered Schedules to this Agreement to the Trustee, and the Trustee has acknowledged receipt of the funds described thereon representing the initial funding of the Trusts with respect to the Plants described or referenced on such Schedules, and Trustee has acknowledged additional contributions by ExGen; TO HAVE AND TO HOLD THE SAME IN TRUST for the exclusive use and purposes and upon the terms and conditions hereinafter set forth and as set forth in the Master Terms for Trust Agreements (the "Master Terms") appended hereto as Exhibit 1, and such additional funds as may from time to time be added thereto as provided herein, together with the proceeds and reinvestments thereof.

ARTICLE 1 PURPOSES OF THE TRUSTS Section 1.01. Establishment of the Trusts. The Trustee has established and shall hold a separate Tax-Qualified Trust for each Plant. Each time Consolidation makes a 3-WDC99 772835-1.009900.0011I

contribution to the Tax-Qualified Trusts, it shall designate the amount of such contribution allocable to the Trust. The Trustee shall maintain separate records for each Tax-Qualified Trust, and shall credit thereto its pro rata share of all income of the Trust Fund and charge thereto its pro rata share of all expenses (other than expenses attributable to a particular Plant which shall be expenses charged to the Tax-Qualified Trust named for such Plant) and any losses. Until otherwise instructed in writing by Consolidation, nothing in this Agreement or in the Master Terms shall be deemed to require the Trustee to segregate or invest separately assets of the Trusts, it being intended that the assets of the Trusts may be maintained and invested and reinvested as a common pool, but shall not be required to be so maintained or invested.

No part of the interest of a Tax-Qualified Trust in the common pool, nor any right pertaining to such interest (including any right to substitute another entity for that Tax-Qualified Trust as a participant in the common pool), may be sold, assigned, transferred or otherwise alienated or disposed of by the Tax-Qualified Trust to any other party. Any Tax-Qualified Trust may withdraw any part or all of its commingled investments in the common pool at any time upon written notice to the Trustee from Consolidation. Upon the withdrawal of the entire interest of any Tax-Qualified Trust from the common pool, the common pool will terminate. At that time, each Tax-Qualified Trust's assets will be segregated in a separate account and no further commingling will occur.

Notwithstanding the foregoing, the majority in interest of the remaining Tax-Qualified Trusts, acting through their respective Trustee within 60 days after the date of withdrawal of a Tax-Qualified Trust, may agree by written agreement of their respective Trustees to continue pooling their assets in the common pool.

Section 1.02. Purposes of the Trusts. The Qualified Funds are established for the exclusive purpose of providing funds for the decommissioning of the Units. The Qualified Funds shall accumulate all contributions (whether from Consolidation or others) which satisfy the requirements of Seetien 2J [Sections 2.3 and 2.4] of the Special Terms contained in Exhibit A to] the Master Terms. The assets in the Qualified Funds shall be used as authorized by Section 468A of the Code and regulations thereunder. None of the assets of the Qualified Funds shall be subject to attachment, garnishment, execution or levy in any manner for the benefit of creditors of Consolidation or any other party.

Section 1.03. Contributions to the Funds. The assets of the Tax-Qualified Trusts shall be transferred or contributed by Consolidation (or others approved in writing by Consolidation) from time to time.

Section 1.04. Transferability. Consolidation may transfer any interest in a Tax-Qualified Trust; provided, however, that any such transfer shall be made subject to, and upon the agreement (which shall be in form and substance satisfactory to ComEd) of the successor to observe, the provisions of this Section 1.04, Sections 2.8 and 2.9 of the Master Terms (as it relates to approval of amendments of this Section 1.04, Sections 2.8 WDC99 772835-1.009900.0011

and 2.9 of the Master Terms, and Sections 3.07 and 3.11 of this Agreement), and Sections 3.07 and 3.1 1 of this Agreement. The interest of Consolidation in any Tax-Qualified Trust is not subject to the claims of the creditors of Consolidation; provided, however, that any creditor of Consolidation, as to which a Disbursement Certificate for a Tax-Qualified Trust has been properly completed and submitted to the Trustee, and not objected to by the NRC within the time period specified in Section 2.2(b) of the Master Terms, may assert a claim directly against such Trust in an amount not to exceed the lesser of the amount specified on such Disbursement Certificate or the amount of such Trust available to pay costs other than amounts then owing the Trustee under Section 3.2 of the Master Terms.

Section 1.05. Master Terms. In addition to the terms set forth in this Agreement, the Tax-Qualified Trusts shall also be governed by the provisions of the Master Terms. It is intended that the provisions of the Master Terms be complementary to the terms of this Agreement, provided, however, that to the extent that the terms of this Agreement are construed by a court of competent jurisdiction or applicable governmental agency to be in conflict with the Master Terms, the terms of this Agreement shall take precedence over the Master Terms. Any terms capitalized and not defined herein shall have the meaning set forth in the Master Terms.

ARTICLE II DISTRIBUTIONS Section 2.01. Distributions. Upon receipt of written instructions from Consolidation, and in accordance with Article 2 of the Master Terms, the Trustee shall distribute all or a portion of the Tax-Qualified Trust to Consolidation[, an NQF Company or third party].

ARTICLE III Miscellaneous Section 3.01. Headings. The Section headings set forth in this Agreement are inserted for convenience of reference only and shall be disregarded in the construction or interpretation of any of the provisions of this Agreement.

Section 3.02. Particular Words. Any word contained in the text of this Agreement shall be read as the singular or plural as may be applicable 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.

Section 3.03. Severability of Provisions. If any provision of this Agreement or of the Master Terms or its application to any person or entity in any circumstances shall be WDC99 772835-1.009900.0011

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 and the Master Terms, shall not be affected by such invalidity or unenforceability.

Section 3.04. Form and Content of Communications. The names of persons authorized to act on behalf of Consolidation shall be certified to the Trustee by Consolidation. Until notified in writing to the contrary, the Trustee shall have the right to assume that there has been no change in the identity or authority of any person previously certified to it hereunder.

Section 3.05. Delivery of Notices Under Agreement. Any notice required by this Agreement to be given to Consolidation or the Trustee shall be deemed to have been properly given when delivered in person or when mailed postage prepaid, by registered or certified mail. Notices to Consolidation shall be addressed to:

EXELON TRUST [GENERATION] CONSOLIDATION COMPANY, LLC

[Insert Contact and Address]

Notices to the Trustee shall be addressed to:

[Insert Contact and Address]

Section 3.06. Successors and Assigns. Subject to the provisions of Sections 1.04 of this Agreement and 3.1 of the Master Terms, this Agreement shall be binding upon and inure to the benefit of Consolidation, the Trustee, and their respective successors and assigns.

Section 3.07. Third Parties. Except as expressly provided in this Section 3.07 and Sections 1.04 and 3.11 of this Agreement and Sections 2.8 and 2.9 of the Master Terms with respect to ConEd, nothing expressed or implied in this Agreement or in the Master Terms is intended, or shall be construed, to confer upon or give any person or entity other than Consolidation and the Trustee any rights or remedies under or by reason of this Agreement. ComEd shall have the right to enforce the provisions of Sections 1.04 and 3.11 of this Agreement and this Section 3.07 and Sections 2.8 and 2.9 of the Master Terms insofar as such Sections grant it rights under this Agreement.

Section 3.08. Counterparts of Agreement. This Agreement has been executed in counterparts, each of which shall be deemed to be an executed original.

Section 3.09. Governing Jurisdiction. The Trusts created hereunder are Illinois trusts. All questions pertaining to the validity, construction, and administration of the WDC99 772835-1.009900.0011

Tax-Qualified Trusts shall be determined in accordance with the laws of the State of illinois.

Section 3.10. Trust Fiscal Year. The accounting and taxable year for the Trusts shall be the taxable year of Consolidation for federal income tax purposes. If the taxable year of Consolidation shall change, Consolidation shall notify the Trustee of such change and the accounting and taxable year of all Trusts must change to the taxable year of Consolidation.

Section 3.11. Confirmation of Transfer. ComEd has previously confirmed its assignment of its rights and obligation under the Amended and Restated Agreement to ExGen. By its execution of this Agreement, ComEd hereby confirms the assignment of ExGen's rights and obligations under this Agreement to Consolidation other than (i) its rights under Section 1.04 hereof to approve any successor of a Tax-Qualified Trust, (ii) its right to receive any funds pursuant to the provisions of Section 2.9 of the Master Terms, (iii) its right to approve any amendment to Section 1.04 and 3.07 hereof and Section 2.8 and 2.9 of the Master Terms and this Section 3.11 under Section 2.9 of the Master Terms, and (iv) its rights under Section 3.07 of this Agreement to enforce its rights under Sections 2.8 and 2.9 of the Master Terms, and 3.07 of this Agreement and this Section 3.11. ComEd hereby acknowledges its notice of the amendments in this Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement and hereby waives its rights under Section 2.9 of the Master Terms to any other prior written notices.

IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands and seals as of the day and year first above written.

EXELON GENERATION CONSOLIDATION COMPANY, LLC By:

Name:

Title:

EXELON GENERATION COMPANY, LLC By:

Name:

Title:

WDC99 772835-1.009900.001 I

COMMONWEALTH EDISON COMPANY By:

Name:

Title:

THE NORTHERN TRUST COMPANY By:

Name:

Title:

WDC99 772835-1.009900.001 1

Schedule A The following is a list of nuclear power plants owned in whole or part by ExGen and trust funds covered by the Master Terms:

Unit Braidwood Unit 1 Braidwood Unit 2 Byron Unit 1 Byron Unit 2 Dresden Unit 1 Dresden Unit 2 Dresden Unit 3 LaSalle Unit 1 LaSalle Unit 2 Quad Cities Unit 1 Quad Cities Unit 2 Zion Unit 1 Zion Unit 2 Trust Fund Exelon Braidwood Unit 1 Tax-Qualified Trust Exelon Braidwood Unit 2 Tax-Qualified Trust Exelon Byron Unit 1 Tax-Qualified Trust Exelon Byron Unit 2 Tax-Qualified Trust Exelon Dresden Unit 1 Tax-Qualified Trust Exelon Dresden Unit 2 Tax-Qualified Trust Exelon Dresden Unit 3 Tax-Qualified Trust Exelon LaSalle Unit 1 Tax-Qualified Trust Exelon LaSalle Unit 2 Tax-Qualified Trust Exelon Quad Cities Unit 1 Tax-Qualified Trust Exelon Quad Cities Unit 2 Tax-Qualified Trust Exelon Zion Unit 1 Tax-Qualified Trust Exelon Zion Unit 2 Tax-Qualified Trust WDC99 683630-1.047265.0205

REVISION LIST The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old and the new documents.

[2:3 2:3] Changed

[3:2 3:2] Changed

[3:2 3:2] Changed

[4:4 4:4] Changed

[5:3 5:3] Changed WDC99 772835-1.009900.001 1 "Trusts;" to "Trusts in... regulators;"

"Section 2 " to "Sections 2.3 and 2.4 "

"of the Special... Exhibit A to the" to "of the" "Consolidation." to "Consolidation,... third party."

"TRUST " to "GENERATION "

10

ATTACHMENT E Revised Draft Operating Agreement Exelon NOF, LLC

OPERATING AGREEMENT OF EXELON [NAME] NQF, LLC A Single Member, Nevada Lnimted Liability Company P207348 v4 I Exelon NOF Oerating Agreenient

OPERATING AGREEMENT OF EXELON [NAIE] NQF, LLC A Single Member, Nevada Limited Liability Company THIS OPERATING AGREEMENT (this "Agreement"), dated as of

, 2003, is executed and agreed to, for good and valuable consideration, by and between Exelon [NAME] NQF, LLC, a Nevada limited liability company, and the sole Member (as such term is defined below).

Article 1 Dermitions 1.1 Definitions. As used in this Agreement, the following terms have the following meanings:

"Act" means Chapter 86 of the Nevada Revised Statutes and any successor statute, as amended from time to time.

"Affiliate" means with respect to any person, a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the person in question. As used herein, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through membership of voting securities or interests, by contract, or otherwise.

"Agreement" has the meaning given that term in the introductory paragraph.

"Articles" has the meaning given that term in Section 2.1.

"Bankrupt Member" means a Member (a) that (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for the Member a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member's or of all or any substantial part of the Member's properties; or (b) against which, a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law has been commenced and one hundred-twenty (120) days have expired without dismissal thereof or with respect to which, without the Member's consent or acquiescence, a trustee, receiver, or liquidator of the Member or all of or any substantial part of the Member's properties has been appointed and ninety (90) days have expired without the appointment's having been vacated or stayed, or ninety (90) days have 4

lExelon NOF Oprating Aenient

expired after the date of expiration of a stay, if the appointment has not previously been vacated.

"Capital Contribution" means with respect to the Member the amount of money actually contributed to the Company and the initial Book Value of any property (other than money) contributed to the Company with respect to the interest in the Company held by the Member.

"Code" means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

"Company" means Exelon [Name] NQF, LLC, a Nevada limited liability company.

"Date of Dissolution" means the date on which the Company is dissolved pursuant to Section 9.1.

"Dispose," "Disposing," or "Disposition" means a sale, assignment, transfer, pledge, mortgage, exchange or other disposition.

"Initial Capital Contribution" means the Capital Contribution of the Member made pursuant to Section 4.1.

"Member" means the person executing this Agreement as of the date of this Agreement as the member or the person hereafter admitted to the Company as the member as provided in this Agreement, but does not include any person who has ceased to be a member in the Company.

"Non Qualified Funds" means those nuclear decommissioning trust funds that do not meet the requirements of Internal Revenue Code section 468A.

"Non Qualified Trust Agreements" means those trust agreements listed on Exhibit "B".

"NRC" means the United States Nuclear Regulatory Commission or its successor.

"NRC Director, Nuclear Reactor Regulation" means the office within the NRC with such title or any successor office(s) created by the NRC.

" Officers" has the meaning given that term in Section 6.4.

"Person" means an individual, corporation, partnership, limited partnership, limited liability company, or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Proceeding" has the meaning given that term in Section 7. 1.

"Unit" means the fractional interest in the Company's profits, losses and capital as set forth opposite each Member's name on Exhibit A. Each Member's interest shall be determined P207348 v4 Exelon NOF Operating Areenient 2

by the proportion that such Member's Units bears to the total number of Units owned by all Members.

Other terms defined herein have the meanings so given them.

1.2 Construction. Whenever the context requires as to the construction of words used herein, the singular shall include the plural, and vice versa, and the masculine gender shall include the feminine and neuter genders, and vice versa. Unless the context clearly indicates otherwise, all references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to exhibits attached hereto, each of which is made a part hereof for all purposes.

Article 2 Organization 2.1 Formation. The Company has been organized as a Nevada limited liability company by the filing of Articles of Organization (the "Articles") under and pursuant to the Act.

2.2 Name. The name of the Company is as follows: Exelon [NAME] NQF, LLC.

2.3 Registered Office. Resident Agent, Principal Office and Other Offices. As required by the Act, the Company's registered office in the State of Nevada is _

Nevada, and the registered agent named at such address is or such other person or persons as the Member may designate from time to time in the manner provided by law. The Member shall maintain a principal office at 2325 B Renaissance Drive, Suite 19, Las Vegas, Nevada or at any other place or places as the Member may designate from time to time.

2.4 Mergers and Exchanges. The Company may be a party to (a) a merger, (b) a domestication (c) a conversion or (d) an exchange or acquisition, of the types described in Chapter 92A of the Nevada Revised Statutes, subject in each event to the approval of the Member and the giving of thirty (30) days prior written notice to the NRC Director, Office of Nuclear Reactor Regulation.

2.5 Purpose. The Company is organized solely for the purpose of holding an interest in, managing, and distributing the Non Qualified Funds in accordance with the terms and provisions of the Non Qualified Trust Agreements and all applicable federal, state, and local statutes and regulations governing nuclear decommissioning trust funds. In furtherance of this purpose, the Member has assigned its rights, title and interest in the Non Qualified Funds directly to the Company. Also, in furtherance of this purpose, and in accordance with the Non Qualified Trust Agreement, the appropriate party(ies) shall be granted immediate access to the funds in accordance with and upon satisfaction of the conditions in the Non Qualified Trust Agreement; and the Company shall make no material changes to the Non Qualified Trust Agreement without giving thirty (30) days prior written notice to the NRC Director, Nuclear Reactor Regulation.

The Company shall have the power to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of such P207348 v4 Exelon NOF Orerating Aeement 3

purpose, and for the protection and benefit of its business.

Article 3 Membership; Dispositions of Interests 3.1 Initial Member. The initial Member of the Company is the person executing this Agreement as a Member. The initial Member is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Agreement.

3.2 Representations and Warranties. The Member hereby represents and warrants to the Company that (a) such Member has duly executed and delivered this Agreement; (b) that Member's authorization, execution, delivery, and performance of this Agreement do not conflict with any other agreement or arrangement to which that Member is a party or by which such Member is bound; and (c) that this Agreement is the legal, valid and binding agreement of such Member and is enforceable against such Member in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity).

3.3 Additional Members and Assignment of Membership Interest. The Member may assign its full membership interest to Exelon Consolidation, LLC. No additional persons may be admitted as Members without the written consent of the Member, provided, however;that no additional Persons may be admitted as Members unless the Company gives thirty (30) days prior written notice to the NRC Director, Nuclear Reactor Regulation.

3.4 Information. In addition to the other rights specifically set forth in this Agreement, the Member is entitled to all information related to the Company.

3.5 Liability to Third Parties. The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

3.6 Withdrawal. The Member does not have the right or power to withdraw from the Company as a Member.

Article 4 Capital Contributions 4.1 Initial Capital Contribution of Member. The Member hereby makes the Capital Contribution specified on Exhibit A hereto, and upon the execution of this Agreement such entity shall be deemed admitted as the Member of the Company and receive the number of Units of the Company specified on Exhibit A.

P207348 v4 Exelon NOF CMrating Arement 4

4.2 Additional Capital Contributions. The Member is not required to make any additional Capital Contributions to the Company.

4.3 Advances by Member. Subject to the limitations herein and to other agreements of the Company, the Company is authorized to borrow from the Member and interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member.

Article 5 Distributions and Allocations 5.1 Distribution of Available Cash. At such times as may be determined by the Member, provided that funds held under any Non Qualified Trust shall be used for only the decomnissioning purposes as provided in the Non Qualified Trust Agreements, available funds not required for the operation of the Company may be distributed to the Member.

5.2 Return of and Interest on Capital Contributions. The Member is not entitled to the return of its Capital Contributions prior to dissolution of the Company or to be paid interest in respect of its Capital Contribution made by it to the Company except as provided in this Agreement.

5.3 Payments. The amount of any distribution or payment to a Member or a former Member or its legal representatives whether pursuant to Article 5 or Article 9 may be made in cash or in kind or partially in cash and partially in kind in the reasonable discretion of the Member or liquidator under Article 9, less reasonable reserves established in the reasonable discretion of the Member or liquidator under Article 9 for known or unknown liabilities of the Company. All distributions of assets in kind shall be made at fair market value as determined by Member and shall be distributed to the Member in the same manner as set forth in Section 5.1 hereof.

5A Allocations of Income. Losses. Deductions and Credits. Income, losses, deductions and credits of the Company shall be allocated to the Member.

Article 6 Rights and Duties of the Member 6.1 Management by the Member.

6.1.1 Except for situations in which written notice to the NRC Director, Nuclear Reactor Regulation is required by this Agreement or by nonwaivable provisions of applicable law, the powers of the Company shall be solely exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Member. The Member may make all decisions and take all actions for the Company not otherwise provided for in this Agreement. Except as specifically limited in this Agreement, it is intended that the Member shall have the authority, right, power, duty, and obligation to make the decisions and take the actions necessary in connection with planning, developing, operating, and maintaining the business of the Company, to effectuate the purposes of the Company and to designate the P207348 v4 Exelon NOF OpMrating Agreenient 5

I Officers to manage the day-to-day affairs of the Company.

No person or governmental body dealing with the Company shall be required to inquire into, or to obtain any other documentation as to, the authority of the Member to take any such action permitted under this Section.

6.2 Other Business. The Member shall devote such time, effort, and attention as may be reasonably necessary, advisable, or appropriate to manage and direct the operations, business and affairs of the Company; provided, however, the Member shall not be required to manage the Company as its sole and exclusive function and it may have other business interests and may engage in other activities, whether or not similar to or competitive with the activities of the Company so long as such activity does not negatively impact the Company. The Company shall have no right, by virtue of this Agreement or the relationship created hereby, in such investments or to such other business, venture or other activity or in the income or profits derived from them.

The Member shall incur no liability to the Company as a result of engaging in any other business or venture, except where such activity negatively impacts the Company.

6.3 Meetings of the Member.

6.3.1 Meetings of the Member may be held at such place or places as shall be determined from time to time as called by the Member; provided however that all meetings of the Member must be wholly conducted in person within the States of Nevada, Illinois or Delaware and any meeting held or action taken not in full compliance of this proviso shall be void and of absolutely no force or effect.

6.3.2 Any action permitted or required by the Act, the Articles or this Agreement to be taken at a meeting of the Member may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Member, provided however that any such written consent must be executed within the States of Nevada, Illinois and/or Delaware by the Member, and any written consent executed not in full compliance of this proviso shall be void and of absolutely no force or effect. A facsimile, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, or similar reproduction of a writing signed by the Member, shall be regarded as signed by the Member for purposes of this Section provided that the original consent was signed within the States of Nevada, Illinois and/or Delaware.

6.3.3 The Member shall cause a written record of all meetings and written consents of the Member to be produced and maintained.

6.4 Officers. The Member shall designate one or more persons to be Officers of the Company as set forth in Section 6.4.1 and may enter into employment agreements with such persons on behalf of the Company. No Officer need be a resident of the State of Nevada. Any Officers so designated shall have such authority and perform such duties as are generally set forth in Section 6.4.1 and specifically delegated to them, from time to time, by the Member, subject to and in compliance with any employment contracts validly existing between Company and any Officer. Officer Unless the Member decides otherwise, if the title is one commonly used P207348 v4 Exelon NOF Onerating Areemcnt 6

for officers of a business corporation formed under Chapter 78 of the Nevada Revised Statutes, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority l and duties made to such Officer by the Member pursuant to this Section. Each Officer shall hold office until his or her successor shall be duly designated and shall qualify or until has or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. The same person may not serve as every Officer of the Company. Reasonable salaries or other compensation, if any, of the Officers and agents of the Company shall be fixed from time to time by the Member.

Any Officer may resign as such at any time subject to the terms and conditions of any employment agreement that such Officer may have entered into with the Company. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any Officer may be removed as such, at the will of the Member, either with or without cause; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the person so removed. Designation of an Officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Member.

6.4.1 President.--The president shall have general supervision over the business and operations of the Company, subject however, to the control of the Member.

The president shall sign, execute, and acknowledge, in the name of the Company, deeds, leases, contracts or other instruments, authorized by the Member, except in cases where the signing and execution thereof shall be expressly delegated by this Section 6.4 to some other Officer or agent of the Company; and, in general, shall perforn all duties incident to the office of president and such other duties as from time to time may be assigned by the Member.

Vice Presidents.--The vice presidents shall perform the duties of the president in the absence of the president and such other duties as may from time to time be assigned to them by the Menber or the president.

Secretary.--The secretary or an assistant secretary shall attend all meetings of the Member and shall record all the votes of the Member and the minutes of the meetings of the Member and written consents in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Company as required by law; shall be the custodian of the seal of the Company and see that it is affixed to all documents to be executed on behalf of the Company under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the Member or the president.

Treasurer.--The treasurer or an assistant treasurer shall have or provide for the custody of the funds of the Company other than funds held under the Non Qualified Trust Agreements and the Qualified Trust Agreements; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the I P207348 v4 Exelon NOF Operatine Agrcement 7

Company; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the Member may from time to time designate; shall, whenever so required by the Member, render an account showing all transactions as treasurer, and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Member or the president.

P207348 v4 Exelon NOF Operatine A merecment 8

Article 7 Indemnification by the Company 7.1 Indemnification. The Member and any Officer, employee or agent of the Company may, in the Member's absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) and as may be otherwise permitted by applicable law.

7.2 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as an, Officer, employee or agent of the Company or is or was serving at the request of the Company as a director, Officer, partners, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Article 7.

Article 8 Financial Accounting and Reports 8.1 Tax Matters. The Member shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, make any tax elections available to the Company, and select the fiscal year of the Company 8.2 Ouarterly Reports. After the close of each fiscal quarter, the Member shall have summary financial information of the Company and its trust funds prepared in accordance with the accounting method used for reporting for federal income tax purposes consistently applied from its books without audit and subject to year-end adjustments.

8.3 Annual Report: Financial Statements. After the close of each fiscal year, the Member shall have financial statements (footnotes not required) of the Company and its trust funds prepared in accordance with the accounting method used for reporting for federal income tax purposes consistently applied, including an income statement for the year then ended and a balance sheet as of the end of such year.

Article 9 Dissolution, Liquidation and Termination 9.1 Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following:

P207348 v4 Exelon NOF Operating Agreement 9

9.1.1 the written consent of the Member; 9.1.2 the Member shall die, dissolve, be declared legally insane, retire, resign, become a Bankrupt Member or there shall occur any other event that terminates the continued membership in the Company of the Member; or 9.1.3 The Non Qualified Trust Agreements shall be terminated in accordance with their terms.

Provided, however, the Company shall not dissolve its affairs without giving thirty (30) days prior written notice to the NRC Director, Office of Nuclear Reactor Regulation.

9.2 Liquidation and Termination. On dissolution of the Company, the Company shall be wound up and liquidated by the Member or by a liquidator(s) selected by the Member who shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense.

Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Member. The steps to be accomplished by the liquidator are as follows:

9.2.1 as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper independent accounting to be made by a recognized firm of certified public accountants of the Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; 9.2.2 the liquidator shall apply the assets of the Company remaining after payment of the costs and expenses of winding up in the following priority:

9.2.2.1 to the creditors of the Company, other than the Member, all amounts due them from the Company in the order of priority established by law; 9.2.2.2 to the Member, all amounts due the Member in repayment of any loans to the Company; and 9.2.2.3 the remainder to the Member.

9.3 Articles of Dissolution. On completion of the distribution of Company assets as provided herein, the Company is terminated, and the Member (or such other person or persons as the Act may require or permit) shall file an Articles of Dissolution with the Secretary of State of Nevada, cancel any other filings made on behalf the Company, and take such other actions as may be necessary to terminate the Company.

Article 10 General Provisions I P207348 v4 Exelon NOF Oncrating Agreement 10

10.1 Offset. Whenever the Company is to pay any sum to the Member, any amounts the Member owes the Company may be deducted from that sum before payment.

10.2 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier or by facsimile transmission; and a notice, request or consent given under this Agreement is effective on receipt by the person to receive it. All notice, requests and consents to be sent to the Member must be sent to or made at the addresses given for the Member as the Member may specify by notice to the Company.

Any notice, request, or consent to the Company must be given to the Member. Whenever any notice is required to be given by law, the Articles or this Agreement, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

10.3 Entire Agreement: Supersedure. This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

10.4 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach of default by any person in the performance by that person of his, her or its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that person of the same or any other obligations of that person with respect to the Company. Failure on the part of a person to complain of any act of any person or to declare any person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that person of his, her or its rights with respect to that default until the applicable statute-of-limitations period has run.

10.5 Amendment or Modification. This Agreement may be amended only upon approval of the Member. Provided, however, that no material amendment to this Agreement may be made without giving thirty (30) days prior written notice to the NRC Director, Office of Nuclear Reactor Regulation. The Member may make only ministerial changes in this Agreement for the purpose of correcting errors and inconsistencies and to comply with federal, state and local rules, regulations and laws.

10.6 Binding Effect. Subject to the restrictions on Disposition set forth in this Agreement, this Agreement is binding on and inures to the benefit of the Member and its respective heirs, legal representatives, successors, and assigns.

10.7 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE W1TH THE LAWS OF THE STATE OF NEVADA, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Articles, or (b) any mandatory I P207348 v4 Fxelon NOF Onerating Ageeinent 11

provision of the Act, or the applicable provision of the Articles, then the Act shall control. If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.

10.8 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

10.9 Expenses and Reimbursements. The Company shall bear (or reimburse the Member for its payment of) all costs and expenses of every kind and description incurred in connection with the organization, operation, liquidation and dissolution of the Company including, but not limited to, travel expenses; fees of consultants, accountants, and attorneys; expenses of the preparation of financial statements, any audit, and tax returns; interest on indebtedness and expenses for financing commitments; and fees and expenses incurred in any litigation by or against the Company.

1, IN WlTNESS WHEREOF, the parties have signed this Agreement as of the date first written above.

COMPANY:

EXELON CONSOLIDATION, LLC By:

Name:

Its:

MEMBER:

EXELON GENERATION COMPANY, LLC By:

Name:

Its:

P207348 v4 Exelon NOF Operatin,Agreemient 12

P207348 v4 I Exelon NOF Operatine Areelnent 13

Member Name EXHIBIT A Initial Capital Contribution Number of Units

$3,000 100 P207348 v4 Exelon NOFOoemting Aereencnt 14 I

I

EXHIBIT B NON-QUALIFIED TRUST AGREEMENTS Exelon Non-Tax Qualified Decommissioning Trust - Braidwood Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - Braidwood Station, Unit 2 Exelon Non-Tax Qualified Decommissioning Trust - Byron Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - Byron Station, Unit 2 Exelon Non-Tax Qualified Decommissioning Trust - Dresden Nuclear Power Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - Dresden Nuclear Power Station, Unit 2 Exelon Non-Tax Qualified Decommissioning Trust - Dresden Nuclear Power Station, Unit 3 Exelon Non-Tax Qualified Decommissioning Trust - LaSalle County Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - LaSalle County Station, Unit 2 Exelon Limerick Unit 1 Non-Qualified Fund Exelon Limerick Unit 2 Non-Qualified Fund Exelon Peach Bottom Unit 1 Non-Qualified Fund Exelon Peach Bottom Unit 2 Non-Qualified Fund Exelon Peach Bottom Unit 3 Non-Qualified Fund Exelon Non-Tax Qualified Decommissioning Trust - Quad Cities Nuclear Power Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - Quad Cities Nuclear Power Station, Unit 2 Exelon Salem Unit 1 Non-Qualified Fund Exelon Salem Unit 2 Non-Qualified Fund Exelon Non-Tax Qualified Decommissioning Trust - Zion Nuclear Power Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - Zion Nuclear Power Station, Unit 2 P207348 v4 Exelon NOF Operatin Aoreement 15

Attachment F Revised Draft Operating Agreement Exelon Generation Consolidation, LLC

OPERATING AGREEMENT OF EXELON GENERATION CONSOLIDATION, LLC A Single Member, Nevada Limited Liability Company I P207260 v6 I Exelon Generation Consolidation Operating Areement

OPERATING AGREEMENT OF EXELON GENERATION CONSOLIDATION, LLC A Single Member, Nevada Limited Liability Company THIS OPERATING AGREEMENT (this "Agreement"), dated as of

, 2003, is executed and agreed to, for good and valuable consideration, by and between Exelon Generation Consolidation, LLC, a Nevada limited liability company, and the Member (as such term is defined below).

Article 1 Definitions 1.1 Definitions. As used in this Agreement, the following terms have the following meanings:

"Act" means Chapter 86 of the Nevada Revised Statutes and any successor statute, as amended from time to time.

"Affiliate" means with respect to any Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person in question. As used herein, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through membership of voting securities or interests, by contract, or otherwise.

"Agreement" has the meaning given that term in the introductory paragraph.

"Articles" has the meaning given that term in Section 2. 1.

"Bankrupt Member" means a Member (a) that (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for the Member a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member's or of all or any substantial part of the Member's properties; or (b) against which, a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law has been commenced and one hundred-twenty (120) days have expired without dismissal thereof or with respect to which, without the Member's consent or acquiescence, a trustee, receiver, or liquidator of the Member or all of or any substantial part of the Member's properties has been appointed and ninety (90) days have expired without the appointment's having been vacated or stayed, or ninety (90) days have P207260 v6 Exelon Generation Consolidation Operating Agreement

expired after the date of expiration of a stay, if the appointment has not previously been vacated.

"Capital Contribution" means with respect to the Member the amount of money actually contributed to the Company and the initial Book Value of any property (other than money) contributed to the Company with respect to the interest in the Company held by the Member.

"Code" means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

"Company" means Exelon Generation Consolidation, LLC, a Nevada limited liability company.

"Date of Dissolution" means the date on which the Company is dissolved pursuant to Section 10.1.

"Dispose," "Disposing," or "Disposition" means a sale, assignment, transfer, pledge, mortgage, exchange or other disposition.

"Initial Capital Contribution" means the Capital Contribution of the Member made pursuant to Section 4.1.

"Manager" means any person named in the Articles as an initial manager of the Company and any person hereafter appointed as a manager of the Company as provided in this Agreement, but does not include any person who has ceased to be a manager of the Company.

"Member" means the Person executing this Agreement as of the date of this Agreement as the member or the Person hereafter admitted to the Company as the member as provided in this Agreement, but does not include any Person who has ceased to be a member in the Company.

"Non Qualified Funds" means those nuclear decommissioning trust funds that do not meet the requirements of Internal Revenue Code section 468A.

"Non Qualified Trust Agreements" means those trust agreements listed on Exhibit "B".

"NRC" means the United States Nuclear Regulatory Commission or its successor.

"NRC Director, Nuclear Reactor Regulation" means the office within the NRC with such title or any successor office(s) created by the NRC.

"Officers" has the meaning given that term in Section 6.8.

"Person" means an individual, corporation, partnership, limited partnership, limited liability company, or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

207260v6 2

Exelon Generation Consolidation Operating Agreement

"Proceeding" has the meaning given that term in Section 8.1.

"Qualified Funds" means the nuclear decommissioning trust funds meeting the requirements of Internal Revenue Code section 468A.

"Qualified Trust Agreements" means those trust agreements listed on Exhibit "C".

"Unit" means the fractional interest in the Company's profits, losses and capital as set forth opposite each Member's name on Exhibit A. Each Member's interest shall be determined by the proportion that such Member's Units bears to the total number of Units owned by all Members.

Other terms defined herein have the meanings so given them.

1.2 Construction. Whenever the context requires as to the construction of words used herein, the singular shall include the plural, and vice versa, and the masculine gender shall include the feminine and neuter genders, and vice versa. Unless the context clearly indicates otherwise, all references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to exhibits attached hereto, each of which is made a part hereof for all purposes.

Article 2 Organization 2.1 Formation. The Company has been organized as a Nevada limited liability company by the filing of Articles of Organization (the "Articles") under and pursuant to the Act.

2.2 Name. The name of the Company is as follows: Exelon Generation Consolidation, LLC.

2.3 Registered Office. Resident Agent, Principal Office and Other Offices. As required by the Act, the Company's registered office in the State of Nevada is

, Nevada, and the registered agent named at such address is or such other Person or Persons as the Managers may designate from time to time in the manner provided by law. The Managers shall maintain a principal office at 2325 B Renaissance Drive, Suite 19, Las Vegas, Nevada or at any other place or places as the Managers may designate from time to time.

2.4 Mergers and Exchanges. The Company may be a party to (a) a merger, (b) a domestication (c) a conversion or (d) an exchange or acquisition, of the types described in Chapter 92A of the Nevada Revised Statutes, subject in each event to the approval of the Member and the giving of thirty (30) days prior written notice to the NRC Director, Office of Nuclear Reactor Regulation.

207260v6 3

Exelon Generation Consolidation Operating Agreement

Purpose. The Company is organized solely for the purpose of holding an interest in, managing, and distributing the Qualified and Non Qualified Funds in accordance with the terms and provisions of the Qualified and Non Qualified Trust Agreements and all applicable federal, state, and local statutes and regulations governing nuclear decommissioning trust funds. In furtherance of this purpose, the Member has assigned its rights, title and interest in the Qualified and Non Qualified Funds either directly or indirectly to the Company. Also, in furtherance of this purpose, and in accordance with the Qualified and Non Qualified Trust Agreements, the appropriate party(ies) shall be granted immediate access to the funds in accordance with and upon satisfaction of the conditions in the Qualified and Non Qualified Trust Agreements; and the Company shall make no material changes to the Qualified and/or Non Qualified Trust Agreements without giving thirty (30) days prior written notice to the NRC Director, Nuclear l Reactor Regulation. The Company shall have the power to own other entities and do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of such purpose, and for the protection and benefit of its business.

Article 3 Membership; Dispositions of Interests 3.1 Initial Member. The initial Member of the Company is the Person executing this Agreement as a Member. The initial Member is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Agreement.

3.2 Representations and Warranties. The Member hereby represents and warrants to the Company that (a) such Member has duly executed and delivered this Agreement; (b) that Member's authorization, execution, delivery, and performance of this Agreement do not conflict with any other agreement or arrangement to which that Member is a party or by which such Member is bound; and (c) that this Agreement is the legal, valid and binding agreement of such Member and is enforceable against such Member in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity).

3.3 Additional Members. No additional Persons may be admitted as Members without the written consent of the Member and the giving of thirty (30) days prior written notice to the NRC Director, Nuclear Reactor Regulation.

3A Information. In addition to the other rights specifically set forth in this Agreement, the Member is entitled to all information related to the Company.

3.5 Liability to Third Parties. The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

207260v6 4

Exelon Generation Consolidation Operating Agreement

3.6 Withdrawal. The Member does not have the right or power to withdraw from the Company as a Member.

3.7 Lack of Authority. The Member has no authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company.

Article 4 Capital Contributions 4.1 Initial Capital Contribution of Member. The Member hereby makes the Capital Contribution specified on Exhibit A hereto, and upon the execution of this Agreement such entity shall be deemed admitted as the Member of the Company and receive the number of Units of the Company specified on Exhibit A.

4.2 Additional Capital Contributions. The Member is not required to make any additional Capital Contributions to the Company.

4.3 Advances by Member. Subject to the limitations herein and to other agreements of the Company, the Company is authorized to borrow from the Member on such terms as the Managers and the Member deem appropriate.

Article 5 Distributions and Allocations 5.1 Distribution of Available Cash. At such times as may be determined by the Managers, in their reasonable discretion, and approved by the Member, provided that funds held under any Qualified and Non Qualified Trust shall be used for only the decommissioning purposes as provided in the Qualified and Non Qualified Trust Agreements, available funds not required for the operation of the Company may be distributed to the Member.

5.2 Return of and Interest on Capital Contributions. The Member is not entitled to the return of its Capital Contributions prior to dissolution of the Company or to be paid interest in respect of its Capital Contribution made by it to the Company except as provided in this Agreement.

5.3 Payments. The amount of any distribution or payment to a Member or a former Member or its legal representatives whether pursuant to Article 5 or Article 10 may be made in cash or in kind or partially in cash and partially in kind in the reasonable discretion of the Managers or liquidator under Article 10 and approved by the Member, less reasonable reserves established in the reasonable discretion of the Managers or liquidator under Article 10 and approved by the Member for known or unknown liabilities of the Company. All distributions of assets in kind shall be made at fair market value as determined by the Managers and approved by the Member and shall be distributed to the Member in the same manner as set forth in Section 5.1 hereof.

207260v6 5

Exelon Generation Consolidation Operating Agreement

5.4 Allocations of Income. Losses, Deductions and Credits. Income, losses, deductions and credits of the Company shall be allocated to the Member.

Article 6 Managers 6.1 Management by Managers.

6.1.1 Except for situations in which the approval of the Member and/or the giving of thirty (30) days prior written notice to the NRC Director, Nuclear Reactor Regulation is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of Section 6.1.2, the powers of the Company shall be solely exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, a majority of the total number of Managers (provided that so long as there are only two Managers, then all decisions must be unanimous). The Managers may make all decisions and take all actions for the Company not otherwise provided for in this Agreement. Except as specifically limited in this Agreement, it is intended that the Managers shall have the authority, right, power, duty, and obligation to make the decisions and take the actions necessary in connection with planning, developing, operating, and maintaining the business of the Company, to effectuate the purposes of the Company and to designate the Officers to manage the day-to-day affairs of the Company.

No Person or governmental body dealing with the Company shall be required to inquire into, or to obtain any other documentation as to, the authority of the Managers to take any such action permitted under this Section.

6.1.2 Notwithstanding the provisions of Section 6.1. 1, the Managers may not cause the Company to do any of the following without the written approval of the Member.

6.1.2.1 Commence or settle any material litigation or arbitration; 6.1.2.2 Adopt or change any accounting principle which will have a material effect on the Company's operating income; 6.1.2.3 Any act in contravention of this Agreement; 6.1.2.4 Any act which would make it impossible to carry on the ordinary business of the Company; 6.1.2.5 Possess property of the Company or assign the Company's rights in specific property for other than Company purposes; 6.1.2.6 Cause the Company to take any action enumerated in Section 2.4; or 207260v6 6

Exelon Generation Consolidation Operating Agreement

6.1.2.7 Any act in contravention of the terms of the Qualified and Non Qualified Trust Agreements.

6.1.3 The Managers shall inform the Member of any written communication between the NRC and Trustee of the Qualified or Non Qualified Trust Agreements.

6.2 Covenants of the Managers. The Managers shall devote such time, effort, and attention as may be reasonably necessary, advisable, or appropriate to manage and direct the operations, business and affairs of the Company; provided, however, subject to any duty to the Company or covenant not to compete a Manager may be subject to or where such activity will negatively impact the Company, that nothing contained herein shall preclude the Managers from acting, consistent with the foregoing, as a director, officer, or employee of any corporation, a manager, officer or employee of any limited liability company, a trustee of any trust, a member of any other limited liability company, a partner of any other partnership, or an administrative official of any business entity, from receiving compensation for services with respect to, or participating in profits derived from, the activities and properties of any such corporation, limited liability company, trust, partnership, or business entity, or from investing in any securities for his or her own account.

6.3 Other Activities of the Managers. This Agreement shall not preclude or limit, in any respect, the right of the Managers to engage or invest, directly or indirectly, in any business, venture, or other activity of any nature or description, subject to Section 6.2 and any covenant not to compete the Manager may be subject to, and the Managers shall have no obligation to offer any such business, venture or other activity to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement or the relationship created hereby, in such investments or to such other business, venture or other activity. The Managers shall have the right to take for their own account (individually or in any other capacity) or to recommend to others any investment opportunity subject to any applicable covenant not to compete with the Company.

6.4 Identity of Managers. The initial Managers are named in the initial Articles. The Member shall have the right to remove any Manager at its will, with or without cause, immediately upon notice to the Manager and shall have the right to appoint any person as a Manager. At each annual meeting the Member shall elect one or more Managers to hold office until the next succeeding annual meeting. Unless removed in accordance with this Agreement, each Manager shall hold office for the term for which such person is elected and until such person's successor shall be elected and qualified. Any vacancy in the number of Managers occurring for any reason shall be filled by the Member. A Manager elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

65 Meetings of Managers.

6.5.1 Unless otherwise required by law or provided in the Articles or this Agreement (including without limitation Section 6.1.2), a majority of the total number of Managers of the Company shall constitute a quorum for the transaction of business of the Managers, and the act of a majority of the total number of Managers shall be the act of 207260Y6 7

Exelon Generation Consolidation Operating Agieement

the Manager. A Manager who is present at a meeting of the Managers at which action on any Company matter is taken shall be presumed to have assented to the action unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the Company inimediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who voted in favor of such action.

6.5.2 Meetings of the Managers may be held at such place or places as shall be determined from time to time by resolution of the Managers; provided however that all meetings of the Managers must be wholly conducted in person within the States of Nevada, Illinois or Delaware and any meeting held or action taken not in full compliance of this proviso shall be void and of absolutely no force or effect. At all meetings of the Managers, business shall be transacted in such order as shall from time to time be determined by resolution of the Managers. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.5.3 Special meetings of the Managers may be called by any Manager on at least twenty-four (24) hours' notice to each other Manager. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for by the Articles or this Agreement.

6.5.4 The Managers shall cause a written record of all meetings and written consents of the Managers to be produced and maintained.

6.6 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Articles or this Agreement to be taken at a meeting of the Managers may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of the total number of Managers, provided however that any such written consent must be executed within the States of Nevada, Illinois and/or Delaware by a majority of the total number of Managers, and any written consent executed not in full compliance of this proviso shall be void and of absolutely no force or effect.. Such consent shall have the same force and effect as a majority vote of the total number of Members at a meeting held in the State of Nevada and may be stated as such in any document or instrument filed with the Secretary of State of Nevada, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Managers. Subject to the requirements of the Act, the Articles or this Agreement for notice of meetings, unless otherwise restricted by the Articles or this Agreement, Managers may participate in and hold a meeting by means of a conference telephone or similar communications equipment from locations in the States of Nevada, Illinois and/or Delaware by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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Exelon Generation Consolidation Operating Agreenent

6.7 Compensation. The Company shall not pay any compensation to the Managers for their services as Managers. The Managers shall be entitled to be reimbursed for reasonable out-of-pocket costs and expenses incurred in the course of their service hereunder.

6.8 Officers. The Managers shall designate one or more persons to be Officers of the Company as set forth in Section 6.8.1 and may enter into employment agreements with such persons on behalf of the Company. No Officer need be a resident of the State of Nevada or a Manager. Any Officers so designated shall have such authority and perform such duties as are generally set forth in Section 6.8.1 and specifically delegated to them, from time to time, by the Managers, subject to and in compliance with any employment contracts validly existing between Company and any Officer. Unless the Managers decide otherwise, if the title is one commonly used for officers of a business corporation formed under Chapter 78 of the Nevada Revised Statutes, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Managers pursuant to this Section.

Each Officer shall hold office until his or her successor shall be duly designated and shall qualify or until has or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. The same person may not serve as every Officer of the Company.

Reasonable salaries or other compensation, if any, of the Officers and agents of the Company shall be fixed from time to time by the Managers.

Any officer may resign as such at any time subject to the terms and conditions of any employment agreement that such officer may have entered into with the Company. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Managers. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, at the will of the Managers or the Manager who made the appointment, either with or without cause; provided. however, that such removal shall be without prejudice to the contract rights, if any, of the person so removed. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Managers.

6.8.1 President.--The president shall have general supervision over the business and operations of the Company, subject however, to the control of the Managers. The president shall sign, execute, and acknowledge, in the name of the Company, deeds, leases, contracts or other instruments, authorized by the Managers, except in cases where the signing and execution thereof shall be expressly delegated by this Section 6.8 to some other Officer or agent of the Company; and, in general, shall perform all duties incident to the office of president and such other duties as from time to time may be assigned by the Managers.

Vice Presidents.--The vice presidents shall perform the duties of the president in the absence of the president and such other duties as may from time to time be assigned to them by the Managers or the president.

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Exelon Generation Consolidation Operating Agreement

Secretary.--The secretary or an assistant secretary shall attend all meetings of the Managers and shall record all the votes of the Managers and the minutes of the Manager meetings and written consents in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Company as required by law; shall be the custodian of the seal of the Company and see that it is affixed to all documents to be executed on behalf of the Company under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the Managers or the president.

Treasurer.--The treasurer or an assistant treasurer shall have or provide for the custody of the funds of the Company other than funds held under the Non Qualified Trust Agreements and the Qualified Trust Agreements; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Company; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the Managers may from time to time designate; shall, whenever so required by the Managers, render an account showing all transactions as treasurer, and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Managers or the president.

207260v6 10 Exelon Generation Consolidation Operating Agreement

Article 7 Actions of the Member Any actions required or permitted to be taken by the Member shall be taken, without prior notice, and without a vote, by a consent in writing, setting forth the action so taken, signed within the States of Nevada, Illinois or Delaware by an authorized representative of the Member and any written consent signed by such authorized representative not in full compliance with this proviso shall be void and of absolutely no force or effect. Every written consent shall bear the date of signature of the Member and must be delivered to the Company's registered office, its principal place of business, or the Managers. Delivery shall be by hand, facsimile or certified or registered mail, return receipt requested. Delivery to the Company's principal place of business shall be addressed to the Managers. A facsimile, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, or similar reproduction of a writing signed by the Member, shall be regarded as signed by the Member for purposes of this Section provided that the original consent was signed within the States of Nevada, Illinois or Delaware.

Article 8 Indemnification by the Company 8.1 Indemnification. The Member, Managers, and any officer, employee or agent of the Company may, in the Member's absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) and as may be otherwise permitted by applicable law.

8.2 Appearance as a Witness. Notwithstanding any other provision of this Article 8, the Company may pay or reimburse expenses incurred by a Manager or an officer in connection with his or her appearance as a witness or other participation in a Proceeding at a time when he or she is not a named defendant or respondent in the Proceeding.

8.3 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as a Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a manager, director, officer, partners, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Article 8.

Article 9 Financial Accounting and Reports 9.1 Tax Returns. The Managers shall cause to be prepared and filed all necessary federal and state income tax returns for the Company. The Member shall furnish to the 207260v6 Exelon Generation Consolidation Operating Agreement

Managers all pertinent information in its possession relating to Company operations that is necessary to enable the Company's tax returns to be prepared and filed.

9.2 Tax Elections. The Company shall make any election the Managers may deem appropriate and in the best interests of the Company and the Member.

9.3 Tax Matters Partner. If applicable, the Member shall be the "Tax Matters Partner" of the Company pursuant to Code Section 6231 (a)(7). In the event of an income tax audit of the Company or any judicial or administrative proceeding in connection with the income tax returns of the Company, the Tax Matters Partner shall be authorized to act for and, to the extent provided by the Code, its decision shall be binding upon the Company and the Member.

9.4 Valuation. The valuation of the assets of the Company for the purpose of valuing distributions in kind made pursuant to this Agreement and for any other purpose shall be the fair market value as determined by the Managers in good faith, and such determination will be binding on the Member.

9.5 Supervision

Inspection of Books. Proper and complete books of account of the business of the Company shall be kept under the supervision of the Managers at the principal place of business of the Company. Such books shall be open to inspection by the Member, or its accredited representatives, at any reasonable time during normal business hours.

9.6 Ouarterly Reports. The Managers shall transmit to the Member after the close of each fiscal quarter in accordance with the practice of the Member, summary financial information of the Company and its trust funds prepared in accordance with the accounting method used for reporting for federal income tax purposes consistently applied from its books without audit and subject to year-end adjustments.

9.7 Annual Report: Financial Statements. The Managers shall transmit to the Member after the close of each fiscal year, in accordance with the practice of the Member, financial statements of the Company and its trust funds prepared in accordance with the accounting method used for reporting for federal income tax purposes consistently applied, including an income statement for the year then ended and a balance sheet as of the end of such year. The Member, upon reasonable notice to the Managers, may require that such financial statements include footnotes or be audited with footnotes.

9.8 Withholding. Notwithstanding any provision in this Agreement to the contrary, the Managers may withhold from any distribution or amount due to a Member any amounts required to be withheld pursuant to any applicable federal, state, or local tax requirements, with such withheld amount treated as if it was distributed to such Member. The determination of the Managers as to the necessity of such withholding shall be binding upon the Member.

Article 10 Dissolution, Liquidation and Termination 207260v6 12 Exelon Generation Consolidation Operating Agreement

10.1 Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following:

10.1.1 the written consent of the Member; 10.1.2 the Member shall die, dissolve, be declared legally insane, retire, resign, become a Bankrupt Member or there shall occur any other event that terminates the continued membership in the Company of the Member; or 10.1.3 the Qualified and Non Qualified Trust Agreements shall be terminated in accordance with their terms.

Provided, however, the Company shall not dissolve its affairs without giving thirty (30) days prior written notice to the NRC Director, Office of Nuclear Reactor Regulation.

10.2 Liquidation and Termination. On dissolution of the Company, the Managers may act as liquidators or appoint one or more Managers as the liquidator(s). The liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense.

Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Managers. The steps to be accomplished by the liquidator are as follows:

10.2.1 as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper independent accounting to be made by a recognized firm of certified public accountants of the Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; 10.2.2 the liquidator shall apply the assets of the Company remaining after payment of the costs and expenses of winding up in the following priority:

10.2.2.1 to the creditors of the Company, other than the Member, all amounts due them from the Company in the order of priority established by law; 10.2.2.2 to the Member, all amounts due the Member in repayment of any loans to the Company; and 10.2.2.3 the remainder to the Member.

10.3 Articles of Dissolution. On completion of the distribution of Company assets as provided herein, the Company is terminated, and the Managers (or such other person or persons as the Act may require or permit) shall file an Articles of Dissolution with the Secretary of State of Nevada, cancel any other filings made on behalf the Company, and take such other actions as may be necessary to terminate the Company.

207260v6 13 Exelon Generation Consolidation Operating Agreement

Article 11 General Provisions 11.1 Offset. Whenever the Company is to pay any sum to the Member, any amounts the Member owes the Company may be deducted from that sum before payment.

11.2 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier or by facsimile transmission; and a notice, request or consent given under this Agreement is effective on receipt by the person to receive it. All notice, requests and consents to be sent to the Member must be sent to or made at the addresses given for the Member as the Member may specify by notice to the Company.

Any notice, request, or consent to the Company must be given to the Member. Whenever any notice is required to be given by law, the Articles or this Agreement, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

11.3 Entire Agreement; Supersedure. This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

11.4 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach of default by any person in the performance by that person of his, her or its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that person of the same or any other obligations of that person with respect to the Company. Failure on the part of a person to complain of any act of any person or to declare any person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that person of his, her or its rights with respect to that default until the applicable statute-of-limitations period has run.

11.5 Amendment or Modification. This Agreement may be amended only upon approval of the Managers and the Member. Provided, however, that no material amendment to this Agreement may be made without giving thirty (30) days prior written notice to the NRC Director, Office of Nuclear Reactor Regulation. The Managers, acting alone, may make only ministerial changes in this Agreement for the purpose of correcting errors and inconsistencies and to comply with federal, state and local rules, regulations and laws, provided that the liability of the Member for Company debts shall not be increased by such amendment nor shall the right of the Member to Company allocations or distributions be adversely affected thereby.

11.6 Binding Effect. Subject to the restrictions on Disposition set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Member and its respective heirs, legal representatives, successors, and assigns.

207260v6 14 Exelon Generation Consolidation Opemting Agreement

11.7 Governing Law: Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE W1TH THE LAWS OF THE STATE OF NEVADA, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Articles, or (b) any mandatory provision of the Act, or the applicable provision of the Articles, then the Act shall control. If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.

11.8 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

11.9 Waiver of Certain Rights. The Member irrevocably waives any right he, she or it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

11.10 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

11.11 Expenses and Reimbursements. The Company shall bear (or reimburse the Managers or the Member for his, her or its payment of) all costs and expenses of every kind and description incurred in connection with the organization, operation, liquidation and dissolution of the Company including, but not limited to, travel expenses; fees of consultants, accountants, and attorneys; expenses of the preparation of financial statements, any audit, and tax returns; acquisition transactions; interest on indebtedness and expenses for financing commitments; and fees and expenses incurred in any litigation by or against the Company.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first written above.

COMPANY:

EXELON GENERATION CONSOLIDATION, LLC By Manager Byy 207260v6 Exelon Generation Consolidation Operating Agreement 15

, Manager By

, Manager MEMBER:

EXELON GENERATION COMPANY, LLC By:

Name:

Its:

207260v6 16 l Exelon Generation Consolidation Operating Agreement

Member Name EXHIBIT A Initial Capital Contribution

$3,000 Number of Units 100 P207260 6 Exelon Generation Consolidation Ovraiting Agreernent

EXHIBIT B NON-QUALIFIED TRUST AGREEMENT Exelon Non-Tax Qualified Decommissioning Trust - Braidwood Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - Braidwood Station, Unit 2 Exelon Non-Tax Qualified Decommissioning Trust - Byron Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - Byron Station, Unit 2 Exelon Non-Tax Qualified Decommissioning Trust - Dresden Nuclear Power Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - Dresden Nuclear Power Station, Unit 2 Exelon Non-Tax Qualified Decommissioning Trust - Dresden Nuclear Power Station, Unit 3 Exelon Non-Tax Qualified Decommissioning Trust - LaSalle County Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - LaSalle County Station, Unit 2 Exelon Limerick Unit 1 Non-Qualified Fund Exelon Limerick Unit 2 Non-Qualified Fund Exelon Peach Bottom Unit 1 Non-Qualified Fund Exelon Peach Bottom Unit 2 Non-Qualified Fund Exelon Peach Bottom Unit 3 Non-Qualified Fund Exelon Non-Tax Qualified Decommissioning Trust - Quad Cities Nuclear Power Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - Quad Cities Nuclear Power Station, Unit 2 Exelon Salem Unit 1 Non-Qualified Fund Exelon Salem Unit 2 Non-Qualified Fund Exelon Non-Tax Qualified Decommissioning Trust - Zion Nuclear Power Station, Unit 1 Exelon Non-Tax Qualified Decommissioning Trust - Zion Nuclear Power Station, Unit 2 207260v6 2

Exelon Generation Consolidation Operating Agreement

EXHIBIT C QUALIFIED TRUST AGREEMENTS Exelon Tax-Qualified Decommissioning Trust - Braidwood Station, Unit 1 Exelon Tax-Qualified Decommissioning Trust - Braidwood Station, Unit 2 Exelon Tax-Qualified Decommissioning Trust - Byron Station, Unit 1-Exelon Tax-Qualified Decommissioning Trust - Byron Station, Unit 2 Exelon Tax-Qualified Decommissioning Trust - Dresden Nuclear Power Station, Unit 1 Exelon Tax-Qualified Decommissioning Trust - Dresden Nuclear Power Station, Unit 2 Exelon Tax Qualified Decommissioning Trust - Dresden Nuclear Power Station, Unit 3 Exelon Tax-Qualified Decommissioning Trust - LaSalle County Station, Unit 1 Exelon Tax-Qualified Decommissioning Trust - LaSalle County Station, Unit 2 Exelon Limerick Unit 1 Qualified Fund Exelon Limerick Unit 2 Qualified Fund Exelon Peach Bottom Unit 2 Qualified Exelon Peach Bottom Unit 3 Qualified Exelon Tax-Qualified Decommissioning Trust - Quad Cities Nuclear Power Station, Unit 1 Exelon Tax-Qualified Decommissioning Trust - Quad Cities Nuclear Power Station, Unit 2 Exelon Salem Unit 1 Qualified Fund Exelon Salem Unit 2 Qualified Fund Exelon Tax-Qualified Decommissioning Trust - Zion Nuclear Power Station, Unit 1 Exelon Tax-Qualified Decommissioning Trust - Zion Nuclear Power Station, Unit 2 207260v6 3

Fxelon Generation Consolidation Operating Aereenient