ENOC-09-00029, Entergy - Request for Further Extension of Orders Approving Transfer of Licenses and for Review of Trust Agreement Amendments for Pilgrim, Indian Point, FitzPatrick, Vermont Yankee, Palisades and Big Rock Point

Entergy - Request for Further Extension of Orders Approving Transfer of Licenses and for Review of Trust Agreement Amendments for Pilgrim, Indian Point, FitzPatrick, Vermont Yankee, Palisades and Big Rock Point

ML093100371
Person / Time
Site:	Palisades, Indian Point, Pilgrim, Vermont Yankee, Big Rock Point, FitzPatrick
Issue date:	11/03/2009
From:	Mccann J Entergy Nuclear Operations, Entergy Operations
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
References
ENOC-09-00029, FOIA/PA-2013-0151
Download: ML093100371 (44)

Text

Entergy Operations, Inc.

Entergy Whiterg NuclearYrk PaNuclea Operations, 10601onncInc.

ýEn ;eq 440 Hamilton Avenue White Plains, New York 10601 Tel 914 272 3370 John F. McCann Vice President - Nuclear Safety, Emergency Planning and Licensing 10 CFR 50.80 ENOC-09-00029 November 3, 2009 Attn: Document Control Desk U.S. Nuclear Regulatory Commission Washington, DC 20555-0001

Subject:

Request for Further Extension of Orders Approvingq Transfer of Control of Licenses and for Review of Trust Agreement Amendments Entergy Nuclear Operations, Inc.

Pilgrim Nuclear Power Station Docket No. 50-293 Indian Point Nuclear Generating Unit Nos. 1, 2 & 3 Docket Nos.50-003, 50-247, 50-286 & 72-51 James A. FitzPatrick Nuclear Power Plant Docket Nos. 50-333 & 72-12 Vermont Yankee Nuclear Power Station Docket Nos. 50-271 & 72-59 Palisades Nuclear Plant Docket No. 50-255 & 72-7 Big Rock Point Docket Nos. 50-155 & 72-43

Dear Sir or Madam:

By letter dated July 30, 2007, and as supplemented on October 31, 2007, December 5, 2007, January 24, 2008, March 17, 2008, April 22, 2008, and May 2, 2008, Entergy Nuclear Operations, Inc., also referred to previously as ENOI, LLC (either company herein, ENO),

acting on behalf of itself and Entergy Nuclear Generation Company, Entergy Nuclear FitzPatrick, LLC, Entergy Nuclear Vermont Yankee, LLC, Entergy Nuclear Indian Point 2, LLC, Entergy Nuclear Indian Point 3, LLC, and Entergy Nuclear Palisades, LLC (together, Applicants), requested that the Nuclear Regulatory Commission (NRC) consent to the transfer of control of the above-captioned licenses pursuant to Section 184 of the Atomic Energy Act, as amended (the Act), and 10 CFR'50.80, in connection with a proposed corporate restructuring and establishment of Enexus Energy Corporation (Enexus). In addition, ENO would become EquaGen Nuclear LLC.

NRC approved the license transfers in seven Orders dated July 28, 2008 that were published in the FederalRegister on August 4 and August 6, 2008. By letters dated May 15, 2009 and to this letter contains Proprietary Information to be withheld per 10 CFR 2.390.

When Enclosure 3 is separated from this document this letter is UNCONTROLLED.

ENOC-09-00029 Page 2 of 6 May 29, 2009, ENO requested an extension of the seven Orders. By Order dated July 24, 2009, NRC extended the effectiveness of the July 28, 2008 Orders allowing for completion of the proposed transactions on or before January 28, 2010. This July 24, 2009 Order was published in the FederalRegister on August 3, 2009.

Section IV of the July 24, 2009 Order, provides that "if the proposed corporate restructuring and establishment of Enexus Energy Corporation is not consummated by January 28, 2010, the Orders of July 28, 2008, shall become null and void, unless upon application and for good cause shown, such date is further extended by Order." (Emphasis added.) ENO requests that each of the Orders be extended until August 1, 2010, in order to allow ample time for completion of the proposed restructuring.

In addition, ENO provides notice of and requests consent to, to the extent required, planned amendments to the trust agreements that govern the nuclear decommissioning trust funds for the above-captioned plants. These planned amendments are required in order to reflect the new names of the licensees maintaining these trust funds, as well as the new name of the Trustee, The Bank of New York Mellon (successor by operation of law to Mellon Bank, N.A.).

The Bank of New York Mellon is a New York state bank having trust powers, and consistent with the notice provided to NRC by letter dated May 22, 2008 (ML081480160; ENOC-08-00031), it assumed the role of Trustee effective July 1, 2008. Copies of the proposed amendments are provided in Enclosure 1.

There is good cause to extend the existing approvals. Over the course of the last two years diligent efforts have been made to obtain the required state and federal regulatory approvals, and many of the required approvals have been obtained. As discussed in ENO's August 18, 2009 Update Regarding Status and Request for Threshold Determination Under 10 CFR 50.80 (ML092370203; ENOC-09-00025), ENO remains confident that it will receive all of the required approvals for the transaction. However, proceedings are ongoing before the New York State Public Service Commission (PSC) and State of Vermont Public Service Board (PSB), and the New York PSC may not complete its regulatory approval processes in time to complete the restructuring and establishment of Enexus before January 28, 2010, as required by the current NRC Orders approving the license transfers. As noted in further detail below, a settlement has been reached in Vermont, and approval of the Vermont PSB is expected to be forthcoming.

As indicated in ENO's August 18, 2009 Update, an amended petition has been submitted to the New York PSC, and this amended petition includes several enhancements to the transaction that should facilitate a favorable resolution of the proceeding. An interim schedule for the proceeding was adopted by the Administrative Law Judges in an August 21, 2009 Scheduling Order, and a final schedule was issued in a September 16, 2009 Scheduling Order. The current schedule provides for discovery to end in mid-October; final pleadings

("comments") by the parties would be completed on November 12. Subject to normal scheduling discretion, this allows for the approval to be considered by the Commission of the New York PSC at its regular monthly meeting scheduled for December 16, 2009. As noted in the September 16, 2009 ruling, much will depend upon the recommendations made to the New York PSC Commission and whether all issues would be decided in one session, but "this schedule could lead to a Commission decision in December 2009."

In Vermont, Entergy Nuclear Vermont Yankee, LLC, ENO and Enexus have entered into a Memorandum of Understanding (MOU) with the Vermont Department of Public Service, which to this letter contains Proprietary Information to be withheld per 10 CFR 2.390.

When Enclosure 3 is separated from this document this letter is UNCONTROLLED.

ENOC-09-00029 Page 3 of 6 settles the remaining issues in the Vermont PSC proceeding. The MOU must be approved by the Vermont PSB, and this approval is expected to be issued in the next month or two.

The Applicants are therefore optimistic that they'may be able to close the Enexus transaction by the end of January 2010, but remain concerned that the transaction may not be completed by January 28, 2010 as required by the current Orders. Moreover, beginning in early 2010, there are certain "blackout periods" imposed by federal regulations in connection with efforts to finalize the audited 2009 annual financial results for Entergy Corporation. Once such blackout periods begin, limitations on access to the financial markets likely could delay completion of the transaction until the June or July 2010 time frame.

The conditions under which the NRC issued the Orders approving the license transfers have not changed significantly. The technical qualifications of the new organization and other bases for approving the transfers remain intact, and the various inter-company contractual arrangements and financial support described in the application and supplemental information submitted to support the NRC Staff's review and issuance of its Safety Evaluation, remain valid and fully support the NRC Staff's findings. As such, the current conditions continue to support the NRC Staff's findings regarding the technical and financial qualifications of the affected licensees.

Financial projections are affected by conditions such as the passage of time, refinement of assumptions, changes in the projected market price of energy, and changes in planned corporate structures including intra-company arrangements for the marketing of energy.

Therefore, in order to validate the continued applicability of the previous findings, ENO has prepared revised proprietary financial projections for the plant licensees and Enexus for the five calendar years 2010-2014. As would be expected, the projected net income and other line items in these projections vary from the projections submitted in December 2007.

Nevertheless, the revised financial projections continue to support the NRC Staff's findings in its Safety Evaluation. A redacted version of these projections, suitable for public disclosure is, provided as Enclosure 2 and is labeled "Revised Financial Projecti6ns (Non-Proprietary Version)." The revised projections are attached in a proprietary Enclosure 3 labeled "Revised Financial Projections (Proprietary Version)." ENO requests that this document be withheld from public disclosure pursuant to 10 CFR 2.390, as described in the Affidavit of John F.

McCann, which is also provided.

During the last year, there have been fluctuations in the market value of assets in the Applicants' nuclear decommissioning trust funds (NDTs), which are used to provide reasonable assurance of the availability of funds to complete decommissioning when the plants shutdown. Updated balances were reported in Entergy's decommissioning funding status report submitted by letter dated March 30, 2009 (Accession No. ML090920576) pursuant to 10 CFR 50.75(f). Assuming that the proposed transaction is not completed in 2009, an annual report with further updated balances will be due by March 31, 2010.

The adequacy of decommissioning funding assurance provided by the Applicants has been the subject of ongoing review by the NRC staff, and letters were issued on June 18, 2009 requesting further information regarding the status of decommissioning funding for Indian Point 2, Palisades, and Vermont Yankee. By letter dated August 13, 2009, Entergy submitted further information which established the adequacy of decommissioning funding assurance for Indian Point 2 and Palisades. Entergy identified a shortfall in decommissioning funding assurance for Vermont Yankee that would be resolved by providing additional decommissioning funding assurance by the end of calendar year 2009. to this letter contains Proprietary Information to be withheld per 10 CFR 2.390.

When Enclosure 3 is separated from this document this letter is UNCONTROLLED.

ENOC-09-00029 Page 4 of 6 By letter dated October 29, 2009, Entergy Nuclear Vermont Yankee, LLC (ENVY) committed to obtain a Parent Guarantee from Entergy Corporation in the amount of $40 million. This Parent Guarantee will terminate three days following the completion of the Enexus transaction. Prior to termination of the Parent Guarantee, if needed, ENVY will obtain replacement assurance in a form acceptable to the NRC staff as described in the October 29, 2009 letter.

ENO requests NRC approval by January 15, 2010.

If NRC requires additional information concerning this license transfer request, please contact John McCann, Vice President, Nuclear Safety, Emergency Planning and Licensing, at (914) 272-3370.

This letter contains no new regulatory commitments.

I declare under penalty of perjury that the foregoing is true and correct. Executed on this 3 rd day of November 2009.

Sin(

JFM/lae

Enclosures:

10 CFR 2.390 Affidavit Enclosure 1: Form of Trust Agreement Amendments Enclosure 2: Revised Financial Projections (Non-Proprietary Version)

Enclosure 3: Revised Financial Projections (Proprietary Version) to this letter contains Proprietary Information to be withheld per 10 CFR 2.390.

When Enclosure 3 is separated from this document this letter is UNCONTROLLED.

ENOC-09-00029 Page 5 of 6 C:

Regional Administrator, Region I Regional Administrator, Region III U.S. Nuclear Regulatory Commission U.S. Nuclear Regulatory Commission 475 Allendale Road 2443 Warrenville Road, Suite 210 King of Prussia, PA 19406-1415 Lisle, IL 60532-4352 Mr. Theodore B. Smith, Project Manager, Ul Susan L. Uttal U. S. Nuclear Regulatory Commission U.S. Nuclear Regulatory Commission Mail Stop T8F5 One White Flint North Two White Flint North 11555 Rockville Pike 11545 Rockville Pike Rockville, MD 20852 Rockville, MD 20852 Mail Stop OWFN/12-D3 Mr. John Boska, Sr. Project Manager, Resident Inspector's Office IPEC U2, U3 Indian Point 1, 2 & 3 DORL, Plant Licensing Branch I-I, U.S. Nuclear Regulatory Commission U.S. Nuclear Regulatory Commission P.O. Box 59 Mail Stop O-8-C2 Buchanan, NY 10511 Washington, DC 20555 Mr. B. K. Vaidya, Project Manager, JAF Resident Inspector's Office Division of Licensing Project Management U.S. Nuclear Regulatory Commission Office of Nuclear Reactor Regulation James A. FitzPatrick Nuclear Power Plant Mail Stop 08 G14 P.O. Box 136 Washington, DC 20555 Lycoming, NY 13093 Mahesh L. Chawla, Project Manager, PAL U.S. Nuclear Regulatory Commission Project Directorate III Resident Inspector's Office Division of Licensing Project Management Palisades Plant Office of Nuclear Reactor Regulation 27782 Blue Star Memorial Highway Mail Stop 8H 4A Covert, MI 49043 Washington, DC 20555 Mr. J. S. Kim, Project Manager, PIL, VY Senior Resident Inspector Division of Licensing Project Management Pilgrim Nuclear Power Station Office of Nuclear Reactor Regulation Rocky Hill Road Mail Stop 08 C2 Plymouth, MA 02360 Washington, DC 20555 Mr. D. V. Pickett, Project Manager, USNRC Resident Inspector Indirect Transfer of Licenses Application Entergy Nuclear Vermont Yankee Office of Nuclear Reactor Regulation P.O. Box 157 Mail Stop 08 G9A Vernon, VT 05354 Washington, DC 20555 to this letter contains Proprietary Information to be withheld per 10 CFR 2.390.

When Enclosure 3 is separated from this document this letter is UNCONTROLLED.

ENOC-09-00029 Page 6 of 6 C:

Mr. Charles Donaldson, Esq. Mr. Robert Walker, Director Assistant Attorney General Massachusetts Department of Public Health New York Department of Law Schrafft Center Suite 1 M2A 120 Broadway Radiation Control Program New York, NY 10271 529 Main Street Charlestown, MA 02129 Mr. F. Murray, Jr., President Mr. Don Boyce, Director New York State Energy, Research, and Mass. Emergency Management Agency Development Authority 400 Worcester Road 17 Columbia Circle Framingham, MA 01702 Albany, NY 12203-6399 Mr. Paul Eddy Michigan Department of Attorney General Public Service Commission Special Litigation Division New York State Department of Public Service 525 West Ottawa Street 3 Empire State Plaza Sixth Floor, G. Mennen Williams Building Albany, NY 12223 Lansing, MI 48913 Mayor, Village of Buchanan Office of the Governor 236 Tate Avenue P.O. Box 30013 Buchanan, NY 10511 Lansing, MI 48909 Mr. Raymond L. Albanese Ms. Mary Jo Kunkle Four County Coordinator Executive Secretary 200 Bradhurst Avenue Michigan Public Service Commission Unit 4 Westchester County 6545 Mercantile Way Hawthorne, NY 10532 P. 0. Box 30221 Lansing, MI 48909 Mr. David O'Brien, Commissioner Michigan Department of Environmental VT Department of Public Service Quality 112 State Street - Drawer 20 Waste and Hazardous Materials Division Montpelier, VT 15620-2601 Hazardous Waste and Radiological Protection Section Nuclear Facilities Unit Constitution Hall, Lower-Level North 525 West Allegan Street, P.O. Box 30241 Lansing, MI 48909-7741 Supervisor, Covert Township P.O. Box 35 Covert, MI 49043 to this letter contains Proprietary Information to be withheld per 10 CFR 2.390.

When Enclosure 3 is separated from this document this letter is UNCONTROLLED.

UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of ))

Entergy Nuclear Operations, Inc. )

)

Pilgrim Nuclear Power Station ) Docket Nos. 50-293 Indian Point Nuclear Generating Unit No. 1 )50-003 Indian Point Nuclear Generating Unit No. 2 50-247 Indian Point Nuclear Generating Unit No. 3 ) 50-286 &

Indian Point ISFSI ) 72-51 James A. FitzPatrick Nuclear Power Plant ) 50-333 &

FitzPatrick ISFSI ) 72-12 Vermont Yankee Nuclear Power Station ) 50-271 &

Vermont Yankee ISFSI ) 72-59 Palisades Nuclear Plant ) 50-255 &

Palisades ISFSI ) 72-7 Big Rock Point ) 50-155 &

Big Rock Point ISFSI 72-43 AFFIDAVIT I, John F. McCann, Vice President - Nuclear Safety, Emergency Planning and Licensing, of Entergy Nuclear Operations, Inc. (ENO), hereby affirm and state:

1. I am authorized to execute this affidavit on behalf of ENO.

2. ENO is providing information in support of its request for extension of the Orders approving license transfers. The document being provided labeled "Revised Financial Projections (Proprietary Version)" contains proprietary financial information and financial projections related to the ownership and operation of the generation assets operated by ENO. This document constitutes proprietary commercial and financial information that should be held in confidence by the NRC pursuant to 10 CFR § 2.390(a)(4) because:

This information is and has been held in confidence by ENO.

ii. This information is of a type that is customarily held in confidence by ENO and there is a rational basis for doing so because the information contains sensitive financial information concerning projected revenues and operating expenses of ENO.

iii. This information is being transmitted to the NRC voluntarily and in confidence.

iv. This information is not available in public sources and could not be gathered readily from other publicly available information.

v. Public disclosure of this information would cause substantial harm to the competitive position of ENO by disclosing its internal financial projections.

3. Accordingly, ENO requests that the designated document be withheld from public disclosure pursuant to 10 CFR § 2.390(a)(4).

I declare under penalty of perjury that the foregoing is true and correct.

Executed on this 3 rd day of November 2009.

0n 0 r.Mcann Vit e President - Nuclear Safety, Emergency Planning and Licensing

ENOC-09-00029 Page 1 Enclosure 1:

Form of Trust Agreement Amendments

" Second Amendment to the Master Decommissioning Trust Agreement for Indian Point Nuclear Generating Units 1 and 2

" First Amendment to the Provisional Decommissioning Trust Agreement for Indian Point Nuclear Generating Units 1 and 2

" First Amendment to the Master Decommissioning Trust Agreement for Palisades Nuclear Plant' M Fifth Amendment To the Master Decommissioning Trust Agreement for Pilgrim Nuclear Power Station First Amendment to the Master Decommissioning Trust Agreement for Vermont Yankee Nuclear Power Station

ENOC-09-00029 Page 2 SECOND AMENDMENT TO THE MASTER DECOMMISSIONING TRUST AGREEMENT FOR INDIAN POINT NUCLEAR GENERATING UNITS I AND 2 SECOND AMENDMENT TO THE MASTER DECOMMISSIONING TRUST AGREEMENT FOR INDIAN POINT NUCLEAR GENERATING UNITS 1 AND 2 dated as of 2009 ("Amendment No. 2") by and between Enexus Nuclear Indian Point 2, LLC (formerly known as Entergy Nuclear Indian Point 2, LLC) ("Enexus 1P2"), a Delaware limited liability company, and The Bank of New York Mellon (successor by operation of law to Mellon Bank, N.A.) ("Trustee"), a New York state bank having trust powers (collectively, Enexus IP2 and the Trustee, are the "Parties").

WHEREAS, with respect to the decommissioning of Indian Point Nuclear Generating Units 1 and 2 ("IP 1&2"), Enexus IP2 has a beneficial interest in the Entergy Nuclear IP 1&2 Master Decommissioning Trust (the "Master Trust"), operating under a trust agreement dated as of August 30, 2001, between Entergy Nuclear Indian Point 2, LLC and the Trustee, as amended by the First Amendment thereto dated September 4, 2001 (the "Master Trust Agreement");

WHEREAS, Enexus IP2 is a party to a restructuring transaction occurring on the date hereof, in which the shares of a holding company, Enexus Energy Corporation, a Delaware corporation ("Enexus Energy"), are being distributed to the shareholders of Entergy Corporation, the current ultimate parent holding company of Enexus IP2, and to a trust (the "Restructuring Transaction");

WHEREAS, pursuant to the Restructuring Transaction prior to the execution of this Amendment, Entergy Nuclear Indian Point 2, LLC will change its name to Enexus Nuclear Indian Point 2, LLC, and become an indirect wholly owned subsidiary of Enexus Energy; WHEREAS, pursuant to the Restructuring Transaction, Enexus IP2 will retain liability for:

(i) the decommissioning of IP 1&2 following permanent cessation of operations, (ii) the management, storage, transportation and disposal of spent nuclear fuel, and (iii) any other post-operative disposition of IP 1&2; WHEREAS, Mellon Bank, N.A. became The Bank of New York Mellon by operation of law effective July 1, 2008; WHEREAS, the Parties desire to amend the Master Trust Agreement to reflect the foregoing; WHEREAS, any required notice of this amendment has been made to the U.S. Nuclear Regulatory Commission, and any required consent has been obtained;

ENOC-09-00029 Page 3 WHEREAS, Section 9.05 of the Master Trust Agreement provides that the Master Trust Agreement may be amended, modified or altered for any purpose requested by Enexus IP2 so long as such amendment, modification or alteration does not affect the use of the assets of the Fund to pay the costs of Decommissioning (with the terms "Fund" and "Decommissioning" defined in the Master Trust Agreement);

WHEREAS, Section 9.05 of the Master Trust Agreement provides any amendment of the Master Trust Agreement must be in writing and signed by both Enexus IP2 and the Trustee; and WHEREAS, Section 9.05 of the Master Trust Agreement provides that the Trustee shall execute any amendment of the Master Trust Agreement required to be accepted by it but shall have no obligation to inquire or investigate whether such amendment is consistent with Section 9.05.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. The Master Trust Agreement is amended, as follows:

a. All references to "the Company" henceforth shall refer to Enexus IP2, rather than to Entergy Nuclear Indian Point 2, LLC, except as the context otherwise requires;

b. All references to "the Trustee" henceforth shall refer to The Bank of New York Mellon, rather than to Mellon Bank, N.A., except as the context otherwise requires;

c. The words "Entergy Nuclear Indian Point Nuclear Generating Units 1 and 2 Master Decommissioning Trust" in Section 2.04 shall be deleted and replaced with the words "Enexus Nuclear Indian Point Nuclear Generating Units 1 and 2 Master Decommissioning Trust";

d. The address for notice to "the Company" contained in Section 9.04 shall be deleted and replaced with:

Enexus Nuclear Indian Point 2, LLC 440 Hamilton Avenue White Plains, NY 10601 Attention: Chief Operating Officer with copies to:

EquaGen Nuclear LLC

ENOC-09-00029 Page 4 1340 Echelon Parkway Jackson, MS 39213 Attention: Assistant Secretary Enexus Energy Corporation 1018 Highland Colony Parkway Ridgeland, MS 39157 Attention: Assistant Secretary

e. The address for notice to "the Trustee" contained in Section 9.04 shall be deleted and replaced with:

The Bank of New York Mellon BNY Mellon Center 151-0625 Pittsburgh, PA 15258 Attention: Trust Officer

2. This Amendment No. 2 shall bind and shall inure to the benefit of the respective Parties and their assigns, transferees and successors.

3. This Amendment No. 2 shall be construed and enforced in accordance with the laws (other than conflict of law rules) of the Commonwealth of Pennsylvania.

4. This Amendment No. 2 may be executed in one orl more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

5. Each Party hereby represents and warrants to the other that it has full authority to enter into this Amendment No. 2 upon the terms and conditions hereof and that the individual executing this Amendment No. 2 on its behalf has the requisite authority to bind such Party.

ENOC-09-00029 Page 5 IN WITNESS WHEREOF, the Parties have executed this instrument under seal as of the date first above written.

Enexus Nuclear Indian Point 2, LLC By:

Name: John R. McGaha

Title:

Chief Operating Officer The Bank of New York Mellon, as Trustee By:

Name:

Title:

ENOC-09-00029 Page 6 FIRST AMENDMENT TO THE PROVISIONAL DECOMMISSIONING TRUST AGREEMENT FOR INDIAN POINT NUCLEAR GENERATING UNITS I AND 2 FIRST AMENDMENT TO THE PROVISIONAL DECOMMISSIONING TRUST AGREEMENT FOR INDIAN POINT NUCLEAR GENERATING UNITS 1 AND 2 dated as of

., 2009 ("Amendment No. 1") by and between Enexus Nuclear Indian Point 2, LLC (formerly known as Entergy Nuclear Indian Point 2, LLC) ("Enexus IP2"), a Delaware limited liability company, and The Bank of New York Mellon (successor by operation of law to Mellon Bank, N.A.) ("Trustee"), a New York state bank having trust powers (collectively, Enexus IP2 and the Trustee, are the "Parties").

WHEREAS, with respect to the decommissioning of Indian Point Nuclear Generating Units 1 and 2 ("IP 1&2"), Enexus IP2 has a beneficial interest in the Entergy Nuclear Indian Point Units 1 and 2 Provisional Decommissioning Trust (the "Provisional Trust"), operating under a trust agreement dated as of August 30, 2001, between Entergy Nuclear Indian Point 2, LLC and the Trustee (the "Provisional Trust Agreement");

WHEREAS, Enexus IP2 is a party to a restructuring transaction occurring on the date hereof, in which'the shares of a holding company, Enexus Energy Corporation, a Delaware corporation ("Enexus Energy"), are being distributed to the shareholders of Entergy Corporation, the current ultimate parent holding company of Enexus IP2, and to a trust (the "Restructuring Transaction");

WHEREAS, pursuant to the Restructuring Transaction, prior to the execution of this Amendment, Entergy Nuclear Indian Point 2, LLC will change its name to Enexus Nuclear Indian Point 2, LLC, and become an indirect wholly owned subsidiary of Enexus Energy; WHEREAS, pursuant to the Restructuring Transaction, Enexus IP2 will retain liability for:

(i) the decommissioning of IP 1&2 following permanent cessation of operations, (ii)the management, storage, transportation and disposal of spent nuclear fuel, and (iii) any other post-operative disposition of IP 1&2; WHEREAS, Mellon Bank, N.A. became The Bank of New York Mellon by operation of law effective July 1, 2008; WHEREAS, the Parties desire to amend the Provisional Trust Agreement to reflect the foregoing; WHEREAS, any required notice of this amendment has been made to the U.S. Nuclear Regulatory Commission,,i and any required consent has been obtained; WHEREAS, Section 9.05 of the Provisional Trust Agreement provides that the Provisional Trust Agreement may be amended, modified or altered for any purpose requested by Enexus

ENOC-09-00029 Page 7 IP2 so long as such amendment, modification or alteration does not affect the use of the assets of the Provisional Trust to pay the Decommissioning Costs (with the term "Decommissioning Costs" defined in the Provisional Trust Agreement);

WHEREAS, Section 9.05 of the Provisional Trust Agreement provides any amendment of the Provisional Trust Agreement must be in writing and signed by both Enexus IP2 and the Trustee; and WHEREAS, Section 9.05 of the Provisional Trust Agreement provides that the Trustee shall execute any amendment of the Provisional Trust Agreement required to be accepted by it but shall have no obligation to inquire or investigate whether such amendment is consistent with Section 9.05.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. The Provisional Trust Agreement is amended, as follows:

a. All references to "the Company" henceforth shall refer to Enexus 1P2, rather than to Entergy Nuclear Indian Point 2, LLC, except as the context otherwise requires;

b. All references to "the Trustee" henceforth shall refer to The Bank of New York Mellon, rather than to Mellon Bank, N.A., except as the context otherwise requires;

c. The words "Entergy Nuclear Indian Point Units 1 and 2 Provisional Decommissioning Trust" in Section 2.04 shall be deleted and replaced with the words "Enexus Nuclear Indian Point Units 1 and 2 Provisional Decommissioning Trust";

ENOC-09-00029 Page 8

d. The address for notice to "the Company" contained in Section 9.04 shall be deleted and replaced with:

Enexus Nuclear Indian Point 2, LLC 440 Hamilton Avenue White Plains, NY 10601 Attention: Chief Operating Officer with copies to:

EquaGen Nuclear LLC 1340 Echelon Parkway Jackson, MS 39213 Attention: Assistant Secretary Enexus Energy Corporation 1018 Highland Colony Parkway Ridgeland, MS 39157 Attention: Assistant Secretary

e. The address for notice to "the Trustee" contained in Section 9.04 shall be deleted and replaced with:

The Bank of New York Mellon BNY Mellon Center 151-0625 Pittsburgh, PA 15258 Attention: Trust Officer

2. This Amendment No. 1 shall bind and shall inure to the benefit of the respective Parties and their assigns, transferees and successors.

3. This Amendment No. 1 shall be construed and enforced in accordance with the laws (other than conflict of law rules) of the Commonwealth of Pennsylvania.

4. This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

5. Each Party hereby represents and warrants to the other that it has full authority to enter into this Amendment No. 1 upon the terms and conditions hereof and that the individual executing this Amendment No. 1 on its behalf has the requisite authority to bind such Party.

ENOC-09-00029 Page 9 IN WITNESS WHEREOF, the Parties have executed this instrument under seal as of the date first above written.

Enexus Nuclear Indian Point 2, LLC By:

Name: John R. McGaha

Title:

Chief Operating Officer The Bank of New York Mellon, as Trustee By:

Name:

Title:

ENOC-09-00029 Page 10 FIRST AMENDMENT TO THE MASTER DECOMMISSIONING TRUST AGREEMENT FOR PALISADES NUCLEAR PLANT FIRST AMENDMENT TO THE MASTER DECOMMISSIONING TRUST AGREEMENT FOR PALISADES NUCLEAR PLANT dated as of , 2009 ("Amendment No. 1")

by and between Enexus Nuclear Palisades, LLC (formerly known as Entergy Nuclear Palisades, LLC) ("Enexus Palisades"), a Delaware limited liability company, and The Bank of New York Mellon (successor by operation of law to Mellon Bank, N.A.) ("Trustee"), a New York state bank having trust powers (collectively, Enexus Palisades and the Trustee, are the "Parties").

WHEREAS, with respect to the decommissioning of Palisades Nuclear Plant ("Palisades"),

Enexus Palisades has a beneficial interest in the Entergy Nuclear Palisades Master Decommissioning Trust (the "Master Trust"), operating under a trust agreement dated as of April 11, 2007, between Entergy Nuclear Palisades, LLC and the Trustee (the "Master Trust Agreement");

WHEREAS, Enexus Palisades is a party to a restructuring transaction occurring on the date hereof, in which the shares of a holding company, Enexus Energy Corporation, a Delaware corporation ("Enexus Energy"), are being distributed to the shareholders of Entergy Corporation, the current ultimate parent holding company of Enexus Palisades, and to a trust (the "Restructuring Transaction");

WHEREAS, pursuant to the Restructuring Transaction, prior to the execution of this Amendment, Entergy Nuclear Palisades, LLC will change its name to Enexus Nuclear Palisades, LLC, and become an indirect wholly owned subsidiary of Enexus Energy; WHEREAS, pursuant to the Restructuring Transaction, Enexus Palisades will retain liability for: (i) the decommissioning of Palisades following permanent cessation of operations, (ii) the management, storage, transportation and disposal of spent nuclear fuel, and (iii) any other post-operative disposition of Palisades; WHEREAS, Mellon Bank, N.A. became The Bank of New York Mellon by operation of law effective July 1, 2008; WHEREAS, the Parties desire to amend the Master Trust Agreement to reflect the foregoing; WHEREAS, any required notice of this amendment has been made to the U.S. Nuclear Regulatory Commission, and any required consent has been obtained; WHEREAS, Section 9.05 of the Master Trust Agreement provides that the Master Trust Agreement may be amended, modified or altered for any purpose requested by Enexus Palisades so long as such amendment, modification or alteration does not affect the use of the

ENOC-09-00029 Page 11 assets of the Fund to pay the costs of Decommissioning (with the terms "Fund" and "Decommissioning" defined in the Master Trust Agreement);

WHEREAS, Section 9.05 of the Master Trust Agreement provides any amendment of the Master Trust Agreement must be in writing and signed by both Enexus Palisades and the Trustee; and WHEREAS, Section 9.05 of the Master Trust Agreement provides that the Trustee shall execute any amendment of the Master Trust Agreement required to be accepted by it but shall have no obligation to inquire or investigate whether such amendment is consistent with Section 9.05.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. The Master Trust Agreement is amended, as follows:

a. All references to "the Company" henceforth shall refer to Enexus Palisades, rather than to Entergy Nuclear Palisades, LLC, except as the context otherwise requires;

b. All references to "the Trustee" henceforth shall refer to The Bank of New York Mellon, rather than to Mellon Bank, N.A., except as the context otherwise requires;

c. The words "Entergy Nuclear Palisades Master Decommissioning Trust" in Section 2.04 shall be deleted and replaced with the words "Enexus Nuclear Palisades Master Decommissioning Trust";

d. The address for notice to "the Company" contained in Section 9.04 shall be deleted and replaced with:

Enexus Nuclear Palisades, LLC 27780 Blue Star Memorial Highway Covert, Michigan 49043 Attention: Chief Operating Officer with a copy to:

EquaGen Nuclear LLC 1340 Echelon Parkway Jackson, MS 39213 Attention: Assistant Secretary

ENOC-09-00029 Page 12 Enexus Energy Corporation 1018 Highland Colony Parkway Ridgeland, MS 39157 Attention: Assistant Secretary

e. The address for notice to "the Trustee" contained in Section 9.04 shall be deleted and replaced with:

The Bank of New York Mellon BNY Mellon Center 151-0625 Pittsburgh, PA 15258 Attention: Trust Officer

2. This Amendment No. 1 shall bind and shall inure to the benefit of the respective Parties and their assigns, transferees and successors.

3. This Amendment No. 1 shall be construed and enforced in accordance with the laws (other than conflict of law rules) of the Commonwealth of Pennsylvania.

4. This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

5. Each Party hereby represents and warrants to the other that it has full authority to enter into this Amendment No. 1 upon the terms and conditions hereof and that the individual executing this Amendment No. 1 on its behalf has the requisite authority to bind such Party.

ENOC-09-00029 Page 13 IN WITNESS WHEREOF, the Parties have executed this instrument under seal as of the date first above written.

Enexus Nuclear Palisades, LLC By:

Name: John R. McGaha

Title:

Chief Operating Officer The Bank of New York Mellon, as Trustee By:

Name:

Title:

ENOC-09-00029 Page 14 FIFTH AMENDMENT TO THE MASTER DECOMMISSIONING TRUST AGREEMENT FOR PILGRIM NUCLEAR POWER STATION FIFTH AMENDMENT TO THE MASTER DECOMMISSIONING TRUST AGREEMENT FOR PILGRIM NUCLEAR POWER STATION dated as of , 2009 ("Amendment No. 5") by and between Entergy Nuclear Generation Company ("Entergy"), a Massachusetts company, Enexus Nuclear Pilgrim Company, a Massachusetts company ("Enexus Pilgrim Co."),

and The Bank of New York Mellon (successor by operation of law to Mellon Bank, N.A.)

("Trustee"), a New York state bank having trust powers (collectively, Entergy, Enexus Pilgrim Co. and the Trustee, are the "Parties").

WHEREAS, with respect to the decommissioning of Pilgrim Nuclear Power Station

("PNPS"), Entergy has a beneficial interest in the Entergy Nuclear Generation Company Master Decommissioning Trust (the "Master Trust"), operating under a trust agreement dated as of January 1, 1995, between Boston Edison.Company, a Massachusetts corporation, and the Bank of New York ("BNY"), a New York corporation having trust powers, as trustee, as amended by the First Amendment thereto dated December 12, 1996, the Second Amendment thereto dated June 18, 1999, the Third Amendment thereto dated July 13, 1999, and.the Fourth Amendment thereto dated December 16, 2005 (the "Master Trust Agreement");

WHEREAS, Entergy and Enexus Pilgrim Co. are parties to a restructuring transaction occurring prior to the execution of this Amendment on the date hereof, in which the shares of a holding company, Enexus Energy Corporation, a Delaware corporation, are being distributed to the shareholders of Entergy Corporation, the current ultimate parent of Entergy, and to a trust (the "Restructuring Transaction");

WHEREAS, pursuant to the Restructuring Transaction, Enexus Pilgrim Co. will acquire all or substantially all of the assets and certain of the liabilities constituting PNPS, including all liabilities of Entergy in respect to: (i) the decommissioning of PNPS following permanent cessation of operations, (ii) the management, storage, transportation and disposal of spent nuclear fuel, and (iii) any other post-operative disposition of PNPS; WHEREAS, pursuant to the agreements effecting the Restructuring Transaction, Enexus Pilgrim Co., as of the date hereof, is to be substituted for Entergy under the Master Trust Agreement and thereafter hold all of the right, title and interest of Entergy in the Master Trust; WHEREAS, Enexus Pilgrim Co. will promptly file with the Commonwealth of Massachusetts to convert Enexus Pilgrim Co. by operation of law into Enexus Nuclear Pilgrim, LLC ("Enexus "

Pilgrim"), a Massachusetts limited liability corporation; WHEREAS, pursuant to the Second Amendment, Mellon Bank, N.A. was appointed as successor to BNY;

ENOC-09-00029 Page 15 WHEREAS, Mellon Bank, N.A. became The Bank of New York Mellon by operation of law effective July 1, 2008; WHEREAS, the Parties desire to amend the Master Trust Agreement to reflect the foregoing; WHEREAS, any required notice of this amendment has been made to the U.S. Nuclear Regulatory Commission, and any required consent has been obtained; WHEREAS, Section 2.09 of the Master Trust Agreement, as amended by the Third Amendment provides that Entergy's interest in the Master Trust is transferable; WHEREAS, Section 9.05 of the Master Trust Agreement provides that the Master Trust Agreement may be amended, modified or altered for any purpose requested by Entergy so long as such amendment, modification or alteration does not affect the use of the assets of the Fund to pay the costs of Decommissioning (with the terms "Fund" and "Decommissioning" defined in the Master Trust Agreement);

WHEREAS, Section 9.05 of the Master Trust Agreement provides any amendment of the Master Trust Agreement must be in writing and signed by the Parties; and WHEREAS, Section 9.05 of the Master Trust Agreement provides that the Trustee shall execute any amendment of the Master Trust Agreement required to be accepted by it but shall have no obligation to inquire or investigate whether such amendment is consistent with Section 9.05.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. The Master Trust Agreement is amended, as follows:

a. All references to "the Company" henceforth shall refer to Enexus Pilgrim (also known as Enexus Pilgrim Co.), rather than to Entergy, except as the context otherwise requires;

b. All references to "the Trustee" henceforth shall refer to The Bank of New York Mellon, rather than to Mellon Bank, N.A., except as the context otherwise requires;

c. The words "Entergy Nuclear Generation Company Master Decommissioning Trust" in Section 2.04 shall be deleted and replaced with the words "Enexus Nuclear Pilgrim, LLC Master Decommissioning Trust";

ENOC-09-00029 Page 16

d. The address for notice to "the Company" contained in Section 9.04 shall be deleted and replaced with:

Enexus Nuclear Pilgrim, LLC 600 Rocky Hill Road Plymouth, MA 02360 Attention: Chief Operating Officer with copies to:

EquaGen Nuclear LLC 1340 Echelon Parkway Jackson, MS 39213 Attention: Assistant Secretary Enexus Energy Corporation 1018 Highland Colony Parkway Ridgeland, MS 39157 Attention: Assistant Secretary

e. The address for notice to."the Trustee" contained in Section 9.04 shall be deleted and replaced with:

The Bank of New York Mellon BNY Mellon Center 151-0625 Pittsburgh, PA 15258 Attention: Trust Officer

2. The Parties acknowledge that, consistent with the amendments provided for herein and as set forth in the agreements effecting the Restructuring Transaction, Enexus Pilgrim Co. is assuming all rights and responsibilities of Entergy in respect to the Master Trust, including the obligation of due and punctual performance of all of the covenants and conditions of "the Company" in the Master Trust Agreement, as amended by this Amendment No. 5.

3. This Amendment No. 5 shall bind and shall inure to the benefit of the respective Parties and their assigns, transferees and successors.

4. This Amendment No. 5 shall be construed and enforced in accordance with the laws (other than conflict of law rules) of the Commonwealth of Pennsylvania.

ENOC-09-00029 Page 17

5. This Amendment No. 5 may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

6. Each Party hereby represents and warrants to the other that it has full authority to enter into this Amendment No. 5 upon the terms and conditions hereof and that the individual executing this Amendment No. 5 on its behalf has the requisite authority to bind such Party.

7. Entergy represents and warrants to Enexus Pilgrim Co. and the Trustee that as of the date hereof it has fully performed and complied with all covenants and conditions of "the Company" in the Master Trust Agreement through and including the date hereof.

IN WITNESS WHEREOF, the Parties have executed this instrument under seal as of the date first above written.

Entergy Nuclear Generation Company By:

Name: Michael R. Kansler

Title:

Chief Executive Officer Enexus Nuclear Pilgrim, Company To be known as, Enexus Nuclear Pilgrim, LLC By:

Name: John R. McGaha

Title:

Chief Operating Officer The Bank of New York Mellon, as Trustee By:

Name:

Title:

ENOC-09-00029 Page 18 FIRST AMENDMENT TO THE MASTER DECOMMISSIONING TRUST AGREEMENT FOR VERMONT YANKEE NUCLEAR POWER STATION FIRST AMENDMENT TO THE MASTER DECOMMISSIONING TRUST AGREEMENT FOR VERMONT YANKEE NUCLEAR POWER STATION dated as of ,2009

("Amendment No. 1") by and between Enexus Nuclear Vermont Yankee, LLC (formerly known as Entergy Nuclear Vermont Yankee, LLC ("Enexus Vermont Yankee"), a Delaware limited liability company, and The Bank of New York Mellon (successor by operation of law to Mellon Bank, N.A.) ("Trustee"), a New York state bank having trust powers (collectively, Enexus Vermont Yankee and the Trustee, are the "Parties").

WHEREAS, with respect to the decommissioning of Vermont Yankee Nuclear Power Station ("Vermont Yankee"), Enexus Vermont Yankee has a beneficial interest in the Entergy Nuclear Vermont Yankee Master Decommissioning Trust (the "Master Trust"), operating under a trust agreement dated as of July 31, 2002, between Entergy Nuclear Vermont Yankee, LLC and the Trustee (the "Master Trust Agreement");

WHEREAS, Enexus Vermont Yankee is a party to a restructuring transaction occurring on the date hereof, in which the shares of a holding company, Enexus Energy Corporation, a Delaware corporation ("Enexus Energy"), are being distributed to the shareholders of Entergy Corporation, the current ultimate parent holding company of Enexus Vermont Yankee, and to a trust (the "Restructuring Transaction");

WHEREAS, pursuant to the Restructuring Transaction, prior to the execution of this Amendment, Entergy Nuclear Vermont Yankee, LLC will change its name to Enexus Nuclear Vermont Yankee, LLC, and become an indirect wholly owned subsidiary of Enexus Energy; WHEREAS, pursuant to the Restructuring Transaction, Enexus Vermont Yankee will retain liability for: (i) the decommissioning of Vermont Yankee following permanent cessation of operations, (ii) the management, storage, transportation and disposal of spent nuclear fuel, and (iii) any other post-operative disposition of Vermont Yankee; WHEREAS, Mellon Bank, N.A. became The Bank of New York Mellon by operation of law effective July 1, 2008; WHEREAS, the Parties desire to amend the Master Trust Agreement to reflect the foregoing; WHEREAS, any required notice of this amendment has been made to the U.S. Nuclear Regulatory Commission, and any required consent has been obtained; WHEREAS, Section 9.05 of the Master Trust Agreement provides that the Master Trust Agreement may be amended, modified or altered for any purpose requested by Enexus

ENOC-09-00029 Page 19 Vermont Yankee so long as such amendment, modification or alteration'does not affect the use of the assets of the Fund to pay the costs of Decommissioning (with the terms "Fund" and "Decommissioning" defined in the Master Trust Agreement);

WHEREAS, Section 9.05 of the Master Trust Agreement provides any amendment of the Master Trust Agreement must be in writing and signed by both Enexus Vermont Yankee and the Trustee; and WHEREAS, Section 9.05 of the Master Trust Agreement provides that the Trustee shall execute any amendment of the Master Trust Agreement required to be accepted by it but shall have no obligation to inquire or investigate whether such amendment is consistent with Section 9.05.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. The Master Trust Agreement is amended, as follows:

a. All references to "the Company" henceforth shall refer to Enexus Vermont Yankee, rather than to Entergy Nuclear Vermont Yankee, LLC, except as the context otherwise requires;

b. All references to "the Trustee" henceforth shall refer to The Bank of New York Mellon, rather than to Mellon Bank, N.A., except as the context otherwise requires;

c. The words "Entergy Nuclear Vermont Yankee Master Decommissioning Trust" in Section 2.04 shall be deleted and replaced with the words "Enexus Nuclear Vermont Yankee Master Decommissioning Trust";

ENOC-09-00029 Page 20

d. The address for notice to "the Company" contained in Section 9.04 shall be deleted and replaced with:

Enexus Nuclear Vermont Yankee, LLC 320 Governor Hunt Road Vernon, Vermont 05302 Attention: Chief Operating Officer with copies to:

EquaGen Nuclear LLC 1340 Echelon Parkway Jackson, MS 39213 Attention: Assistant Secretary Enexus Energy Corporation 1018 Highland Colony Parkway Ridgeland, MS 39157 Attention: Assistant Secretary

e. The address for notice to "the Trustee" contained in Section 9.04 shall be deleted and replaced with:

The Bank of New York Mellon BNY Mellon Center 151-0625 Pittsburgh, PA 15258 Attention: Trust Officer

2. This Amendment No. 1 shall bind and shall inure to the benefit of the respective Parties and their assigns, transferees and successors.

3. This Amendment No. 1 shall be construed and enforced in accordance with the laws (other than conflict of law rules) of the Commonwealth of Pennsylvania.

4. This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original but all of which tdgether will constitute one and the same instrument.

5. Each Party hereby represents and warrants to the other that it has full authority to enter into this Amendment No. 1 upon the terms and conditions hereof and that the individual executing this Amendment No. 1 on its behalf has the requisite authority to bind such Party.

ENOC-09-00029 Page 21 IN WITNESS WHEREOF, the Parties have executed this instrument under seal as of the date first above written.

Enexus Nuclear Vermont Yankee, LLC By:

Name: John R. McGaha

Title:

Chief Operating Officer The Bank of New York Mellon, as Trustee By:

Name:

Title:

ENOC-09-00029 Page 1 Enclosure 2:

Revised Financial Projections (Non-Proprietary Version)

ENOC-09-00029 Page 2 Enexus Consolidated - Income Statements (2010-2014)

Dollars in Thousands Forecastas of October2009 2010 2011 2012 2013 2014 Entergy Nuclear MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Other Revenue Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative &Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/10 Close Note: Totals may not foot due to rounding

ENOC-09-00029 Enclosure 2 Page 3 Indian Point 2 -- Income Statements (2010-2014)

Dollars in Thousands Forecastas of October 2009 2010 2011 2012 2013 2014 Indian Point 2 MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other IP-1 Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income 2010 2011 2012 2013 2014 Total Operating Expenses Add:

Ongoing Capital Expenditures Less:

Plant Depreciation Variable Outside Goods &Services (25% of 25% of O&M)

Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses Note: Assumes 01/01/09 Close Note.- Totals may not foot due to rounding

ENOC-09-00029 Enclosure 2 Page 4 Indian Point 3 -- Income Statements (2010-2014)

Dollars in Thousands Forecastas of October2009 2010 2011 2012 - 2013 2014 IP3 MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative &Other Total Operating Expenses Operating Profit Income Taxes Net Income 2010 2011 2012 2013 2014 Total Operating Expenses Add:

Ongoing Capital Expenditures Less:

Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)

Fuel Outage Annual Fixed Operating Expenses -

6 Months' Operating Expenses Note.' Assumes 01/01/09 Close Note: Totals may not foot due to rounding

ENOC-09-00029 Enclosure 2 Page 5 Vermont Yankee -- Income Statements (2010-2014)

Dollars in Thousands rorecast as of October2009 2010 2011 2012 2013 2014 V/ermont Yankee MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income 2010 2011 2012 2013 2014 Total Operating Expenses Add:

Ongoing Capital Expenditures Less:

Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)

Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses Note: Assumes 01/01/09 Close Note: Totals may not foot due to rounding

ENOC-09-00029 Enclosure 2 Page 6 Fitzpatrick -- Income Statements (2010-2014)

Dollars in Thousands Forecastas of October2009 2010 2011 2012 2013 2014 Fitzpatrick MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income 2010 2011 2012 2013 2014 Total Operating Expenses Add:

Ongoing Capital Expenditures Less:

Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)

Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses Note: Assumes 01/01/09 Close Note: Totals may not foot due to rounding

ENOC-09-00029 Enclosure 2 Page 7 Pilgrim -- Income Statements (2010-2014)

Dollars in Thousands Forecastas of October2009 2010 2011 2012 2013 2014 Pilgrim MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income 2010 2011 2012 2013 2014 Total Operating Expenses Add:

Ongoing Capital Expenditures Less:

Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)

Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses Note: Assumes 01/01/09 Close Note: Totals may not foot due to rounding

ENOC-09-00029 Page 8 Palisades -- Income Statements (2010-2014)

Dollars in Thousands Forecastas of October 2009 2010 2011 2012 2013 2014 Palisades MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales ý Contract Other - Below Market PPA Total Revenue Operation & Maintenance O&M Outage Insurance Other Big Rock ISFI Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income 2010 2011 2012 2013 2014 Total Operating Expenses Add:

Ongoing Capital Expenditures Less:

Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)

Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses Note: Assumes 01/01/09 Close Note: Totals may not foot due to rounding

ENOC-09-00029 Enclosure 2 Page 9 Enexus Consolidated -- Balance Sheets (2010-2014)

Dollars inThousands Projected Balance as of December 31 Forecastas of October 2009 2010 2011 2012 2013 2014 ASSETS:

Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Other Deferred Assets Prepayments &Other Total Assets LIABILITIES:

Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:

Common Stock Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Equity

'Total Liabilities & Equity Note: Assumes 01/01/10 Close Note" Totals may not foot due to rounding

ENOC-09-00029 Page 10 Indian Point 2 -- Balance Sheets (2010-2014)

Dollars in Thousands Projected Balance as of December 31 Forecastas of October 2009 2010 2011 2012 2013 2014 ASSETS:

Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Other Deferred Assets

.Prepayments &Other Total Assets UABILMES:

Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:

Member's Interest Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Equity Total Liabilities & Equity Note: Assumes 01/01/10 Close Note: Totals may not foot due to rounding

ENOC-09-00029 Page 11 Indian Point 3 -- Balance Sheets (2010-2014)

Dollars in Thousands Projected Balance as of December 31 Forecastas of October2009 2010 2011 2012 2013 2014 ASSETS:

Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Other Deferred Assets Prepayments & Other Total Assets LIABILITIES:

Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:

Member's Interest Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Equity Total Liabilities & Equity Note. Assumes 01/01/10 Close Note: Totals may not foot due to rounding

ENOC-09-00029 Page 12 Vermont Yankee -- Balance Sheets (2010-2014)

Dollars in Thousands Projected Balance as of December 31 Forecastas of October 2009 2010 2011 2012 2013 2014 ASSETS:

Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Other Deferred Assets Prepayments &Other Total Assets LIABILITIES:

Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:

Member's Interest Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Equity Total Liabilities & Equity Note.: Assumes 01/01/10 Close Note: Totals may not foot due to rounding

ENOC-09-00029 Page 13 Fitzpatrick -- Balance Sheets (2010-2014)

Dollars in Thousands Projected Balance as of December 31 Forecastas of October 2009 2010 2011 2012 2013 2014 ASSETS:

Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Other Deferred Assets Prepayments & Other Total Assets LIABILITIES:

Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:

Member's Interest Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Equity Total Liabilities & Equity Note: Assumes 01/01/10 Close Note: Totals may not foot due to rounding

ENOC-09-00029 Page 14 Pilgrim -- Balance Sheets (2010-2014)

Dollars in Thousands Projected Balance as of December 31 Forecastas of October 2009 2010 2011 2012 2013 2014 ASSETS:

Cash Accounts Receivable Fuel.

Inventory Notes Receivable Net Plant Decommissioning Trust Funds Other Deferred Assets Prepayments & Other Total Assets LIABILITIES:

Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability -

Other Liabilities.

Total Liabilities EQUITY:

Member's Interest Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Equity Total Liabilities & Equity Note: Assumes 01/01/10 Close Note: Totals may not foot due to rounding

ENOC-09-00029 Page 15 Palisades -- Balance Sheets (2010-2014)

Dollars in Thousands Projected Balance as of December 31 Forecastas of October2009 2010 2011 2012 2013 2014 ASSETS:

Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Other Deferred Assets Prepayments & Other Total Assets UABILITIES:

Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:

Member's Interest Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Equity Total Liabilities & Equity Note: Assumes 01/01/10 Close Note: Totals may not foot due to rounding