3F1114-01, Application for Order Approving Transfer of License and for Conforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR 50.90

Application for Order Approving Transfer of License and for Conforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR 50.90

ML14321A450
Person / Time
Site:	Crystal River
Issue date:	11/07/2014
From:	Reising R Duke Energy Florida
To:	Document Control Desk, Office of Nuclear Reactor Regulation
References
3F1114-01
Download: ML14321A450 (162)

Text

Crystal River Nuclear Plant 15760 W. Power Line Street ENERGY, Crystal River, FL 34428 Docket 50-302 Operating License No. DPR-72 10 CFR 50.80 10 CFR 50.90 November 7, 2014 3F1 114-01 U.S. Nuclear Regulatory Commission Attn: Document Control Desk Washington, DC 20555-0001

Subject:

Crystal River Unit 3 - Application for Order Approving Transfer of License and for Conforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR 50.90

Dear Sir:

In accordance with 10 CFR 50.80, Duke Energy Florida, Inc. (DEF) hereby submits a request for NRC consent to the transfer to DEF of interests in Facility License DPR-72 held by eight minority co-owners in Crystal River Unit 3 (CR-3). The transfer of ownership will take place pursuant to the Settlement, Release and Acquisition Agreement, dated September 26, 2014 wherein DEF will purchase the 6.52% combined ownership share in CR-3 held by these minority co-owners, leaving DEF and Seminole Electric Cooperative, Inc. as the remaining licensees for CR-3.

Pursuant to 10 CFR 50.90, DEF also requests NRC approval of an administrative amendment to the CR-3 Facility License (FL) to reflect the transfers, to be issued and made effective at the time the transfers occur. DEF will notify the NRC when the closing of the Acquisition and transfer will occur.

As described in the enclosed application, DEF will continue to be an electric utility as defined by the NRC, and regulated by the Federal Energy Regulatory Commission and the Florida Public Service Commission. DEF will remain subject to cost-of-service ratemaking. DEF will also continue to be responsible for the safe decommissioning of the nuclear unit. No physical changes to the unit will be made as a result of the license transfer. Nor will any substantive changes to unit management or operating procedures be made as a result of the license transfer.

The information requirements specified in 10 CFR 50.80, FL page changes, and specifics of the transfers are included in the attachments to this letter. This information demonstrates that the purchase of the ownership interest held by the eight minority co-owners in CR-3 by DEF, and the related license transfer, will not (1) adversely impact the operation of CR-3; (2) adversely impact the managerial or technical qualifications of the operating licensee; (3) adversely impact the financial qualifications of the licensees or the existing assurance of adequate funding for decommissioning of the plant and irradiated fuel management; or (4) result in foreign ownership, control or domination over the licensees.

The requested conforming license amendment is administrative in nature and falls within the NRC's generic finding of no significant hazards considerations under 10 CFR 2.1315(a). The

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U. S. Nuclear Regulatory Commission Page 2 of 2 3F1 114-01 approval of the transfer and associate conforming license amendment are also categorically excluded from environmental review under 10 CFR 51.22(c)(21).

There are no new regulatory commitments made within this submittal.

DEF requests that the license transfer order and conforming license amendment be issued by April 30, 2015.

If you have any questions regarding this submittal, please contact Mr. Dan Westcott, Manager, Nuclear Regulatory Affairs, at (352) 563-4796.

I declare under penalty of perjury that the foregoing is true and correct. Executed on November 7,2014.

Sincerely, Ronald R. Reising, Senior Vice Presi ent Operations Support RRR/drw Attachments:

A. Request for Order Consenting to Transfer of Licenses from Eight Minority Co-Owners and Conforming License Amendment; Information Concerning the Proposed Transfers Pursuant to 10 CFR 50.80 B. No Significant Hazards Consideration and Environment Assessment C. Facility Operating License Strikeout Pages D. Facility Operating License Revision Bar Pages E. Settlement, Release and Acquisition Agreement F. Decommissioning Trust Agreement xc: NRR Project Manager Regional Administrator, Region I State Contact

DUKE ENERGY FLORIDA, INC.

DOCKET NUMBER 50 - 302 / LICENSE NUMBER DPR - 72 ATTACHMENT A REQUEST FOR ORDER CONSENTING TO TRANSFER OF LICENSES FROM EIGHT MINORITY CO-OWNERS AND CONFORMING LICENSE AMENDMENT; INFORMATION CONCERNING THE PROPOSED TRANSFERS PURSUANT TO 10 CFR 50.80

U. S. Nuclear Regulatory Commission Attachment A 3F1 114-01 Page 1 of 9 REQUEST FOR ORDER CONSENTING TO TRANSFER OF LICENSES FROM EIGHT MINORITY CO-OWNERS AND CONFORMING LICENSE AMENDMENT; INFORMATION CONCERNING THE PROPOSED TRANSFERS PURSUANT TO 10 CFR 50.80 Contents I. Background and Request II. Statement of Purpose of the Transfers and Nature of the Transactions Making the Transfers Necessary or Desirable Ill. Summary of the Impact of the Proposed Transfers on DEF and CR-3 IV. Required Regulatory Approvals V. General Information Concerning Licensees VI. Decommissioning and Irradiated Fuel Management Funding for CR-3 VII. Financial Qualifications VIII. Technical Qualifications IX. Access to Restricted Data X. References

U. S. Nuclear Regulatory Commission Attachment A 3F1 114-01 Page 2 of 9 I. Background and Request Duke Energy Florida, Inc. (DEF) is a Florida public utility that provides electric service to approximately 1.7 million residential, commercial, and industrial consumers throughout the State of Florida. DEF currently holds a 91.7806% ownership interest in the permanently shutdown Crystal River Unit 3 (CR-3). Nine other co-owners hold the remaining ownership interests as follows: City of Alachua (0.0779%), City of Bushnell (0.0388%), City of Gainesville (1.4079%),

City of Kissimmee (0.6754%), City of Leesburg (0.8244%), City of New Smyrna Beach and Utilities Commission/City of New Smyrna Beach (0.5608%), City of Ocala (1.3333%), Orlando Utilities Commission and City of Orlando (1.6015%), and Seminole Electric Cooperative, Inc.

(1.6994%). Reflecting the joint ownership, NRC Facility License DPR-72 licenses DEF and each of these owners to possess CR-3, and also licenses DEF to use and operate (in this context, to maintain and decommission) the facility. 1 DEF will hold a 98.3006% interest and Seminole Electric Cooperative, Inc. (Seminole) will hold a 1.6994% interest in CR-3 after the license transfers.

CR-3 has been shutdown since September 26, 2009. On February 5, 2013, DEF announced that CR-3 would be retired. DEF notified the Nuclear Regulatory Commission (NRC) on February 20, 2013 of the permanent cessation of power operations and that CR-3 had removed all fuel from the reactor (Reference 3). By letter dated March 13, 2013, the NRC acknowledged CR-3's certification of permanent cessation of power operation and permanent removal of fuel from the reactor vessel (Reference 4). Accordingly, pursuant to 10 CFR 50.82(a)(2), the 10 CFR Part 50 license for CR-3 no longer authorizes operation of the reactor or emplacement or retention of fuel in the reactor vessel.

In furtherance of the transaction described below, DEF requests pursuant to 10 CFR 50.80 that the NRC issue an order consenting to the transfer to DEF of the licenses held under DPR-72 by City of Alachua, City of Bushnell, City of Gainesville, City of Kissimmee, City of Leesburg, City of New Smyrna Beach and Utilities Commission/City of New Smyrna Beach, City of Ocala, and the Orlando Utilities Commission/City of Orlando, leaving DEF and Seminole Electric Cooperative, Inc. as the sole licensees for CR-3. Such order should be made immediately effective upon issuance and should permit the license transfer at any time for one year following NRC approval. DEF also requests approval of a conforming administrative license amendment.

This amendment would be issued and made effective when the transfers are consummated, upon closing of the transactions. DEF will notify the NRC when the closing of the Acquisition Agreement and transfer will occur.

II. Statement of Purpose of the Transfers and Nature of the Transactions Makincq the Transfers Necessary or Desirable Through negotiations, DEF, Alachua, Bushnell, Gainesville, Kissimmee, Leesburg, and Ocala, New Smyrna Beach, and the Orlando Utilities Commission have reached an agreement that provides for transfer of the 6.52% interest in CR-3 to DEF in exchange for DEF assuming responsibility for future liabilities, including decommissioning, and for payments made by DEF to these co-owners ("Settlement, Release, and Acquisition Agreement" or "Acquisition Agreement"). Pursuant to the Acquisition Agreement, the decommissioning funds for each of these co-owners will be transferred to DEF upon closing. A copy of the Acquisition Agreement is appended hereto as Attachment E. Upon completion of this transaction, DEF will hold a The licenses of former minority co-owners Sebring Utilities and the City of Tallahassee were transferred by License Amendments Nos. 140 and No. 189, respectively (References I and 2).

U. S. Nuclear Regulatory Commission Attachment A 3F17114-01 Page 3 of 9 98.3006% interest and Seminole Electric Cooperative, Inc. will retain its 1.6994% interest in CR-3.

Ill. Summary of the Impact of the Proposed Transfers on DEF and CR-3 The proposed transfers will have no effect on the management, technical, or financial qualifications of DEF or the management or operation of CR-3. Following the transfers:

1) There is no change in the officers or directors of DEF, or in the CR-3 nuclear organization or management, associated with the added acquired interests.

2) DEF's interest in CR-3 will increase by 6.52% from 91.7806% to 98.3006%.

3) DEF will continue to be the operator of CR-3 in accordance with the terms and conditions of the CR-3 Facility License No. DPR-72.

4) DEF will continue to be an "electric utility" within the meaning of 10 CFR 50.2, subject to regulation by the Florida Public Service Commission (FPSC) and the Federal Energy Regulatory Commission (FERC). There will be no change in DEF's source of funds or ability to obtain additional rate-recovery to support the decommissioning of CR-3 or irradiated fuel management for the existing 91.7806% interest in the permanently shutdown facility, if needed, as would Seminole with respect to its 1.6994% interest.

5) While DEF would not expect to be able to obtain additional rate recovery relating to the 6.52% interest in CR-3 that it is acquiring, the acquired decommissioning funds described below are sufficient to meet the comparable percentage of decommissioning costs in the site specific cost estimate through the prepayment method, and also to fund the comparable percentage of estimated spent fuel management costs (other than certain ISFSI capital costs that are being funded separately). Further, DEF has ample resources to make further contributions if the level of funding requires adjustment in the future and 6.52% is not recoverable through rates.

IV. Required Regulatory Approvals There are no other regulatory approvals required in connection with the proposed transfer of the minority co-owners interest in CR-3.

V. General Information Concerning Licensees General information concerning DEF is set forth below:

1) Name of Company Duke Energy Florida, Inc.

2) Address of Company 299 First Avenue North St. Petersburg, Florida 33701

U. S. Nuclear Regulatory Commission Attachment A 3F1 114-01 Page 4 of 9

3) Description of Business of Company DEF is a Florida public utility that provides electric service to approximately 1.7 million residential, commercial, and industrial customers throughout the State of Florida. DEF is engaged in the business of generating, transmitting, distributing and selling electric power and energy. It is a public utility under the laws of Florida and subject to the jurisdiction of the FPSC.

4) Organization and Management of the Company DEF is a Florida corporation and a wholly owned subsidiary of Duke Energy Corporation, (a Delaware corporation). The names, titles and addresses of the Principal Senior Officers of DEF and Duke Energy and those of the Directors of Duke Energy, all of whom are citizens of the United States, are set forth below:

Principal Officers of Duke Energy Florida, Inc.

CITY, STATE AND NAME / OFFICE NUMBER AND STREET ZIP CODE R. Alexander Glenn 299 First Avenue North St. Petersburg, FL President 33701 Lynn J. Good 299 First Avenue North St. Petersburg, FL Chief Executive Officer 33701 Dhiaa M. Jamil 299 First Avenue North St. Petersburg, FL Executive Vice President and 33701 President, Regulated Generation Julia S. Janson 299 First Avenue North St. Petersburg, FL Executive Vice President and Chief 33701 Legal Officer Marc E. Manly 299 First Avenue North St. Petersburg, FL Executive Vice President and 33701 President, Commercial Portfolio A. R. Mullinax 299 First Avenue North St. Petersburg, FL Executive Vice President, Strategic 33701 Services B. Keith Trent 299 First Avenue North St. Petersburg, FL Executive Vice President, Grid 33701 Solutions and President, Midwest and Florida Regions Jennifer L. Weber 299 First Avenue North St. Petersburg, FL Executive Vice President, External 33701 Affairs and Strategic Policy Lloyd M. Yates 299 First Avenue North St. Petersburg, FL Executive Vice President, Market 33701 Solutions and President, Carolinas Region

U. S. Nuclear Regulatory Commission Attachment A 3F1 114-01 Page 5 of 9 Steven K. Young 299 First Avenue North St. Petersburg, FL Executive Vice President and Chief 33701 Financial Officer Jeana G. Sheehan 299 First Avenue North St. Petersburg, FL Interim Chief Human Resources 33701 Officer Principal Officers of Duke Energy Corporation CITY, STATE AND NAME / OFFICE NUMBER AND STREET ZIP CODE Lynn J. Good 550 South Tryon Street Charlotte, NC 28202 Vice Chairman, President and Chief Executive Officer Dhiaa M. Jamil 550 South Tryon Street Charlotte, NC 28202 Executive Vice President and President, Regulated Generation Julie S. Janson 550 South Tryon Street Charlotte, NC 28202 Executive Vice President, Chief Legal Officer and Corporate Secretary Mark E. Manly 550 South Tryon Street Charlotte, NC 28202 Executive Vice President and President, Commercial Portfolio A. R. Mullinax 550 South Tryon Street Charlotte, NC 28202 Executive Vice President, Strategic Services B. Keith Trent 550 South Tryon Street Charlotte, NC 28202 Executive Vice President, Grid Solutions and President, Midwest and Florida Regions Jennifer L. Weber 550 South Tryon Street Charlotte, NC 28202 Executive Vice President, External Affairs and Strategic Policy Lloyd M. Yates 550 South Tryon Street Charlotte, NC 28202 Executive Vice President, Market Solutions and President, Carolinas Region Steven K. Young 550 South Tryon Street Charlotte, NC 28202 Executive Vice President and Chief Financial Officer Jeana G. Sheehan 550 South Tryon Street Charlotte, NC 28202 Interim Chief Human Resources Officer

U. S. Nuclear Regulatory Commission Attachment A 3F1 114-01 Page 6 of 9 Directors of Duke Enerav Corooration CITY, STATE AND NAME / OFFICE NUMBER AND STREET ZIP CODE Ann Maynard Gray 550 South Tryon Street Charlotte, NC 28202 Chairman of the Board G. Alex Bernhardt Sr. 550 South Tryon Street Charlotte, NC 28202 Director Michael G. Browning 550 South Tryon Street Charlotte, NC 28202 Director Harris E. DeLoach, Jr. 550 South Tryon Street Charlotte, NC 28202 Director Daniel R. DiMicco 550 South Tryon Street Charlotte, NC 28202 Director John H. Forsgren 550 South Tryon Street Charlotte, NC 28202 Director Lynn J. Good 550 South Tryon Street Charlotte, NC 28202 Vice Chairman James H. Hance Jr. 550 South Tryon Street Charlotte, NC 28202 Director John T. Herron 550 South Tryon Street Charlotte, NC 28202 Director James B. Hyler, Jr. 550 South Tryon Street Charlotte NC 28202 Director William E. Kennard 550 South Tryon Street Charlotte, NC 28202 Director E. Marie McKee 550 South Tryon Street Charlotte, NC 28202 Director E. James Reinsch 550 South Tryon Street Charlotte, NC 28202 Director James T. Rhodes 550 South Tryon Street Charlotte, NC 28202 Director Carlos A. Saladrigas 550 South Tryon Street Charlotte, NC 28202 Director

5) No Foreign Ownership or Control DEF is not owned, controlled or dominated by an alien, foreign corporation, or foreign government.

U. S. Nuclear Regulatory Commission Attachment A 3F1 114-01 Page 7 of 9

6) NoAgency DEF is not acting as the agent or representative of any person or entity, other than the co-owners in seeking NRC consent to the transfers.

VI. Decommissioning and Irradiated Fuel Management Funding for CR-3 As stated earlier, at closing of the acquisition, the decommissioning funds for each of the selling co-owners will be transferred to DEF. DEF will then deposit these funds in its existing non-qualified decommissioning trust for CR-3. The decommissioning trust agreement for DEF's nonqualified trust is provided as Attachment F.

By letter dated December 2, 2013, DEF submitted a Post-Shutdown Decommissioning Activities Report (PSDAR) that contains a site-specific Decommissioning Cost Estimate (DCE), including the projected cost of irradiated fuel management (Reference 5). The PSDAR is based on a SAFSTOR decommissioning alternative that is completed over a 60-year period. In Reference 6, DEF, on behalf of itself and the CR-3 co-owners, submitted an updated Irradiated Fuel Management Program, pursuant to 10 CFR 50.54(bb), reflecting intended reliance on the CR-3 decommissioning trust funds (DTFs) as an element of the financial assurance for spent fuel management, with the exception of certain independent spent fuel storage installation (ISFSI) capital costs that are being funded separately.

As reflected in the March 31, 2014 financial status report (Reference 8), the full fund balance for each of the selling co-owners as of December 31, 2013 was:

City of Alachua: $613,577 City of Bushnell: $304,902 City of Gainesville: $10,815,000 City of Kissimmee: $5,841,557 City of Leesburg: $6,351,856 City of New Smyrna Beach and Utilities Commission: $4,277,783 City of Ocala: $10,231,829 Orlando Utilities Commission and City of Orlando: $13,249,626 By letter dated March 28, 2014 (Reference 7), DEF submitted a request from exemptions from 10 CFR 50.82(a)(8)(i)(A) and 10 CFR 50.75(h)(2) to allow the CR-3 DTFs to be used for irradiated fuel management and site restoration activities, as identified in the CR-3 PSDAR.

Both the Attachment to that submittal, and the March 31, 2014 financial status report (Reference 8), provide a financial analysis demonstrating that the CR-3 DTFs (those of DEF and the minority co-owners, including those now selling their interests to DEF) are sufficient to cover not only all costs for decommissioning CR-3, but also spent fuel management costs (other than Independent Spent Fuel Storage Installation capital costs that are being funded separately)

U. S. Nuclear Regulatory Commission Attachment A 3F1 114-01 Page 8 of 9 and site restoration costs. The financial analysis indicates that a surplus of approximately $356 million will be available in CR-3 DTFs at the end of 2074.

The full fund balances that will be transferred to DEF upon closing will differ from the amounts reported in the March 31, 2014 financial status report (Reference 8). The differences will reflect earnings since December 31, 2013, and withdrawals since that date for decommissioning activities completed and payments of ordinary administrative expenses (including taxes and other incidental expenses), as permitted by 10 CFR 50.75(h)(2). These differences are not expected to materially affect the financial analysis supporting DEF's exemption request, as that analysis assumes projected earnings and withdrawals, and projects a surplus. In summary, the transfer of the selling co-owners' interests accompanied by the transfer of their existing decommissioning funds should not affect the assurance of funding for either decommissioning or spent fuel management.

VII. Financial Qualifications DEF is an electric utility and will remain able to obtain rate recovery for any additional rate recovery that may be needed pertaining to DEF's existing 91.7806% interest in CR-3, as would Seminole with respect to its 1.6994% interest. With respect to the 6.52% interest in the permanently shutdown CR-3 that is being transferred, the only remaining expenses of NRC regulatory concern are those related to decommissioning and spent fuel management, which are adequately funded as discussed above.

VIII. Technical Qualifications The proposed license transfers will not result in any change in the design or operation of CR-3, any change in the technical aspects of the CR-3 FL or Technical Specifications. The license transfers will not change the technical qualifications of personnel involved in the maintenance and decommissioning of the facility. The personnel at CR-3 having control over licensed activities will not change as a result of the transfers. There will also be no other changes in the management or operation of CR-3 or DEF as a result of the license transfers.

IX. Access to Restricted Data The proposed transfer does not contain any Restricted Data or classified National Security Information or any change in access to Restricted Data or classified National Security Information. CR-3s existing restrictions on access to Restricted Data and classified National Security Information will be unaffected by the proposed transfers.

X. References

1. NRC to CR-3 letter, "Crystal River Unit 3 - Issuance of Amendment Re: Deletion of Sebring Utilities Commission," dated March 18, 1992. (ADAMS Accession No. ML020700173)

2. NRC to CR-3 letter, "Crystal River Unit 3 -Conforming Amendment Reflecting Transfer of License to the Extent Held by the City of Tallahassee to Florida Power Corporation."

dated October 1, 1999. (ADAMS Accession No. ML020670189)

3. CR-3 to NRC letter, "Crystal River Unit 3 - Certification of Permanent Cessation of Power Operations and that Fuel Has Been Permanently Removed from the Reactor,"

dated February 20, 2013. (ADAMS Accession No. ML13056A005)

U. S. Nuclear Regulatory Commission Attachment A 3F1 114-01 Page 9 of 9

4. NRC to CR-3 letter, "Crystal River Unit 3 Nuclear Generating Plant Certification of Permanent Cessation of Operation and Permanent Removal of Fuel from the Reactor,"

dated March 13, 2013. (ADAMS Accession No. ML13058A380)

5. CR-3 to NRC letter, "Crystal River Unit 3 - Post-Shutdown Decommissioning Activities Report," dated December 2, 2013. (ADAMS Accession No. ML13340A009)

6. CR-3 to NRC letter dates December 3, 2013, "Crystal River Unit 3 - Update to Irradiated Fuel Management Program Pursuant to 10 CFR 50.54(bb)" (ADAMS Accession No. ML13340A008)

7. CR-3 to NRC letter, "Crystal River Unit 3 - Request for Exemptions from 10 CFR 50.82(a)(8)(i)(A) and 10 CFR 50.75(h)(2)," dated March 28, 2014. (ADAMS Accession No. ML14098A037)

8. CR-3 to NRC letter, "Crystal River Unit 3 - Annual Decommissioning and Irradiated Fuel Management Financial Status Report for 2013," dated March 31, 2014 (ADAMS Accession No. ML14098A039)

DUKE ENERGY FLORIDA, INC.

DOCKET NUMBER 50 - 302 / LICENSE NUMBER DPR - 72 ATTACHMENT B NO SIGNIFICANT HAZARDS CONSIDERATION AND ENVIRONMENTAL ASSESSMENT

U. S. Nuclear Regulatory Commission Attachment B 3F1 114-01 Page 1 of 2 Regulatory Analysis No Significant Hazards Consideration Determination Pursuant to 10 CFR 50.90, Duke Energy Florida, Inc. (DEF) requests an amendment to Facility License No. DPR-72 for Crystal River Unit 3 (CR-3). The proposed amendment would revise the CR-3 Facility License to approve transfer of eight minority co-owner licenses for CR-3 to DEF, making DEF and Seminole Electric Cooperative, Inc. the licensees for CR-3.

On February 20, 2013, DEF submitted a certification of permanent cessation of power operations pursuant to 10 CFR 50.82(a)(1)(i) (ADAMS Accession No. ML13056A005). By letter dated March 13, 2013, the NRC acknowledged CR-3's certification of permanent cessation of power operation and permanent removal of fuel from the reactor vessel (ADAMS Accession No. ML13058A380). Accordingly, pursuant to 10 CFR 50.82(a)(2), the 10 CFR Part 50 license for CR-3 no longer authorizes power operation of the reactor or emplacement or retention of fuel in the reactor vessel.

DEF has evaluated the proposed amendment to determine if a significant hazards consideration is involved by focusing on the three standards set forth in 10 CFR 50.92, "Issuance of Amendment," as discussed below. This evaluation also supports the generic determination regarding license amendments to reflect license transfer applications stated in 10 CFR 2.1315.

1. Does the proposed amendment involve a significant increase in the probability or consequences of an accident previously evaluated?

Response: No The proposed changes do not involve a significant increase in the probability of any accident previously evaluated because no accident initiators or assumptions are affected. The proposed license transfers are administrative in nature and have no direct effect on any plant system, plant personnel qualifications, or the operation and maintenance of CR-3.

2. Does the proposed change create the possibility of a new or different kind of accident from any accident previously evaluated?

Response: No The proposed changes do not create the possibility of a new or different kind of accident from any previously evaluated because no new accident initiators or assumptions are introduced by the proposed changes. The proposed license transfers are administrative in nature and have no direct effect on any plant system, plant personnel qualifications, or operation and maintenance of CR-3.

3. Does the proposed amendment involve a significant reduction in a margin of safety?

Response: No The proposed changes do not involve a significant reduction in a margin of safety because the proposed changes do not involve changes to the initial conditions contributing to accident severity or consequences, or reduce response or mitigation capabilities. The proposed license transfers are administrative in nature and have no direct effect on any plant system, plant personnel qualifications, or operation and maintenance of CR-3.

U. S. Nuclear Regulatory Commission Attachment B 3F1 114-01 Page 2 of 2 Environmental Considerations This application, and the accompanying administrative license amendments for CR-3 are exempt from environmental review because they fall within the categorical exclusion of 10 CFR 51.22, "Criterion for categorical exclusion; identification of licensing and regulatory actions eligible for categorical exclusion or otherwise not requiring environmental review," paragraph (c)(21). This application does no more than request approvals for direct license transfers and conforming license amendments for CR-3. Additionally, the proposed license transfers and conforming license amendments do not involve any amendment that would directly affect the operation of the facility in any substantial way. The proposed license transfers and amendments do not involve an increase in the amounts or change the types, of any radiological effluents that may be allowed to be released offsite, and do not involve any increase in the amounts or change in the types of any non-radiological effluents that may be released offsite. Further, no increase in the individual or cumulative occupational radiation exposure is involved.

DUKE ENERGY FLORIDA, INC.

DOCKET NUMBER 50 - 302 / LICENSE NUMBER DPR - 72 ATTACHMENT C FACILITY OPERATING LICENSE STRIKEOUT PAGES

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DOCKET NO. 50-302 CRYSTAL RIVER UNIT 3 NUCLEAR GENERATING PLANT AMENDMENT TO FACILITY OPERATING LICENSE Amendment No. 2 License No. DPR-72

1. The Nuclear Regulatory Commission (the Commission) having found that:

A. The application filed by Florida Power Corporation **-*j rlachus, cit, of Bushnell, Cit, of Gainesv.ille, City of Kissimmeei CNt Eity of New Smyrna De-*,and Util Comsin City Ut',. il tie .. . ... si,, ...,*,,n New.. Snyine of C,,ty of'.* Beaeh,

• - Or a City d, -'ringof Ocala, S,eb-- Utilities Or-lando aSeminole Electric Cooperative, Inc.,-and Gity-9-f LA(the licensees) as supplemented by letter dated Oecember 9, 1976, complie:: with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act) and the Commission's rules and regulations set forth in 10 CFR Chapter 1;

• B. Construction of the Crystal River Unit 3 Nuclear Generating Plant (facility) has been substantially completed in conformity with Provisional Construction Permit No. CPPR-51 and the application, as.

amended, the provisions of the Act and the rules and regulations of the Commission; C. The facility will operate in conformity with the application, as amended, the provisions oý the Act, and the rules and regulations of the Commission;

• As of .the e#-feer~i-v date oF Aneisdnet No. 1-40 ,.Sebring Utilities the ff.of .ti.. da.e of Ae j,,e,,t No 9, the -i..y cf Tell~aAafte- 2-- 1"0onger -a

• • • On April 29, 2013, the name "Florida Power Corporation" was changed to "Duke Energy Florida, Inc." Facility Operating License No. DPR-72 Amendment No: 243

DUKE ENERGY FLORIDA, INC.

DOCKET NUMBER 50 - 302 / LICENSE NUMBER DPR - 72 ATTACHMENT D FACILITY OPERATING LICENSE REVISION BAR PAGES

iJTI-lO7t, FLE COPS fiG NO.1 .RLIiiOV L UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON. 0. C.20555 a, *,o DUKE ENERGY FLORIDA, INC.

SEMINOLE ELECTRIC COOPERATIVE, INC.

DOCKET NO. 50-302 CRYSTAL RIVER UNIT 3 NUCLEAR GENERATING PLANT AMENDMENT TO FACILITY OPERATING LICENSE Amendment No. 2 License No. DPR-72

1. The Nuclear Regulatory Commission (the Commission) having found that:

A. The application filed by Florida Power Corporation.

and SEMINOLE ELECTRIC COOPERATIVE, INC. (the licensees) as supplemented by letter dated December 9, 1976, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act) and the Commission's rules and regulations set forth in 10 CFR Chapter 1;

• B. Construction of the Crystal River Unit 3 Nuclear Generating Plant (facility) has been substantially completed in conformity with Provisional Construction Permit No. CPPR-51 and the application, as.

amended, the provisions of the Act and the rules and regulations of the Commission; C. The facility will operate in conformity with the application, as amended, the provisions oý the Act, and the rules and regulations of the Commission;

• • • On April 29, 2013, the name "Florida Power Corporation" was changed to "Duke Energy Florida, Inc." Facility Operating License No. DPR-72 Amendment No: I

DUKE ENERGY FLORIDA, INC.

DOCKET NUMBER 50 - 302 / LICENSE NUMBER DPR - 72 ATTACHMENT E SETTLEMENT, RELEASE AND ACQUISITION AGREEMENT

CR-3 SETTLEMENT. RELEASE, AND ACQUISITION AGREEMENT THIS CR-3 SETTLEMENT, RELEASE, AND ACQUISITION AGREEMENT (the "Agreement"), entered into as of the 26th day of September, 2014, by and between DUKE ENERGY FLORIDA, INC., a Florida corporation, f/k/a Florida Power Corporation, f/k/a Florida Power Corporation d/b/a Progress Energy Florida, Inc. (the "Company"), and CITY OF ALACHUA, CITY OF BUSHNELL, CITY OF GAINESVILLE D/B/A GAINESVILLE REGIONAL UTILITIES, CITY OF KISSIMMEE, KISSIMMEE UTILITY AUTHORITY, CITY OF LEESBURG, CITY OF NEW SMYRNA BEACH and the UTILITIES COMMISSION, CITY OF NEW SMYRNA BEACH, CITY OF OCALA, and the ORLANDO UTILITIES COMMISSION (singularly a "Seller" and collectively the "Sellers").

RECITALS WHEREAS, the Company is a corporation duly incorporated under the laws of the State of Florida with the power to purchase and own the Purchased Interests (as hereinafter defined);

and WHEREAS, each of the Sellers is either a Florida municipality, or a Florida municipal electric utility, commission, board, or authority authorized to sell, convey, transfer and lease its assets; and WHEREAS, Seller, City of Kissimmee on October 1, 1985, adopted Ordinance No.

1285, amending the Charter of the City of Kissimmee creating the Kissimmee Utility Authority

("KUA"), duly approved by voter referendum, whereby the City of Kissimmee delegated and transferred to Seller, KUA, all rights, duties and obligations of ownership and management of the City of Kissimmee's electric system; and WHEREAS, Seller, City of Kissimmee, and Seller, KUA, both executed a Transfer Agreement conveying all the City of Kissimmee's interest in the assets and liabilities of the electric system to KUA ("Transfer Agreement") and fully intended at the time of execution for KUA to take all legal and beneficial rights, title and ownership to the City of Kissimmee's

.6754% entitlement and other ownership interests under the Participation Agreement; and WHEREAS, Seller, KUA, since adoption of the Transfer Agreement on October 1, 1985, has acted in a manner consistent with full ownership of the legal and beneficial rights and obligations under the Participation Agreement as a successor in interest to the City of Kissimmee's ownership and management of its electric system: to wit - KUA has accepted, managed and delivered to its customers its entitlement share of the power generated by CR-3, and transmitted to KUA's service territory or done the same with regard to CR-3 replacement power, as dictated by circumstances; KUA has made all required contributions to. the funds set up to meet its obligations as a part owner of CR-3 under the CR-3 Decommissioning Trusts, as defined below; and KUA has undertaken numerous other actions consistent with ownership of the entitlement rights to CR-3; and I

WHEREAS, the Company and Sellers, collectively, further recognize, acknowledge and accept KUA's intention and affirmative legal obligation to relieve and hold harmless the City of Kissimmee from any and all liabilities, legal and regulatory obligations and /or claims related to CR-3, including without limitation, claims for indemnification of Company, arising under the Participation Agreement and/or this Agreement. The Company and Sellers, collectively, further acknowledge and accept that KUA shall be the sole recipient of any and all sums payable under this Agreement to the City of Kissimmee and KUA in accordance with the amounts set forth in Exhibit E, Schedule 2.4 and Schedule 2.6; and WHEREAS, the Orlando Utilities Commission ("OUC") is a Participant under the CR-3 Participation Agreement; and WHEREAS, the City of Orlando is not a Participant under the CR-3 Participation Agreement; and WHEREAS, the City of Orlando holds legal title to CR-3 for the use and benefit of OUC, and subject to the rights and obligations of OUC as set forth in the CR-3 Participation Agreement; and WHEREAS, references to the Orlando Utilities Commission as a Seller, is as the beneficial owner of an undivided ownership in Crystal River Unit 3, as defined below ("CR-3"),

but the OUC holds legal title to certain of the Purchased Interests, as defined below, by and through the City of Orlando for the Orlando Utilities Commission's use and benefit; and WHEREAS, the Orlando Utilities Commission, as a Seller, makes all representations under this Agreement on its own behalf as the CR-3 Participant and Seller under this Agreement, and on behalf of the City of Orlando as legal title holder to CR-3, and will obtain the appropriate and necessary approvals, consents and documentation required from the City or Orlando to effect the transaction contemplated hereunder, including, without limitation, the City of Orlando's execution of the Special Warranty Deed transferring the City of Orlando's ownership interest in CR-3 to Company, and assumes full responsibility for the obligations as Seller under this Agreement; and WHEREAS, each Seller is the legal or beneficial owner or both of Crystal River Unit 3, as defined below ("CR-"), which Sellers desire to transfer and convey to Company, and Company desires to acquire such undivided interests, subject to the terms and provisions of this Agreement; and WHEREAS, certain disputes have arisen by and between the Company and the Sellers, and by and between the Company and the Wholesale Customers (as defined below),

respectively, concerning the operation and maintenance of, and management of CR-3 by the Company, including but not limited to:

(i) the events, actions, or omissions related to the CR-3 outage that began on October 2, 2009, including but not limited to, the CR-3 steam generator replacement (the "SGR Proiect");

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(ii) the CR-3 containment building delaminations that occurred during the CR-3 outage that began on October 2, 2009 as part of the SGR Project and/or the repair activities and repair plans associated with the CR-3 containment building delaminations; (iii) the rights or obligations in or related to the Participation Agreement (as defined below), dated July 31, 1975 resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans; (iv) the rights or obligations in or related to the Settlement Agreement and Mutual Release dated May 31, 2002 resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans; (v) the rights or obligations in or related to all potentially applicable CR-3 property and accidental outage policies with Nuclear Electric Insurance Limited ("NEIL")

resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations and/or the associated CR-3 delamination repair activities and repair plans; (vi) the decision by the Company to settle all potential claims with NEIL resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans under all applicable CR-3 property and accidental outage policies with NEIL; (vii) the decision by the Company to retire and decommission CR-3; and/or (viii) the rights or obligations in or related to the Company's contracts to sell capacity, energy, or both, to the Wholesale Customers resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans; and WHEREAS, the parties hereto have agreed to enter into and execute this Agreement as a way of: (i) finally settling, resolving, and forever releasing all of their claims with respect to the Participant Disputes and Wholesale Customer Disputes (both as defined below); (ii) permitting the Company to reacquire the Purchased Interests (as defined below) from the Sellers; (iii) effectuating the Seller's assignment and the Company's assumption of the Sellers' rights, obligations, and liabilities related to the Purchased Interests, including those arising out of or under the Participation Agreement on the terms more specifically set forth herein; (iv) transferring from Sellers to Company, all of Sellers' right, title and interest in their respective CR-3 Decommissioning Trusts (as defined below), and all proceeds and rights therein and related thereto; and (v) effectuating the Sellers' assignment and the Company's assumption of the Sellers' CR3 decommissioning obligations and liabilities, subject to the "Sellers' NDT Indemnification Obligations," as defined in subsection 2.2(b) below, including funding the transferred Decommissioning Trusts in accordance with NRC requirements, but only upon the Closing (as defined below); and 3

WHEREAS, this Agreement sets forth the respective rights and obligations of the parties hereto with respect to the settlement and release of the Participant Disputes and Wholesale Customer Disputes, the acquisition by Company of the Purchased Interests, and the transfer to Company of the Sellers' CR-3 Decommissioning Trusts, and all proceeds, rights, and obligations set forth therein, all as more specifically described below.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by all parties hereto, it is agreed by and between the parties hereto as follows:

OPERATIVE TERMS SECTION 1. DEFINITIONS.

"Agreement" shall mean this CR-3 Settlement, Release, and Acquisition Agreement between the Company and Sellers, and which also includes all of the Consent and Joinders attached hereto.

"Assignment and Assumption Agreement" shall have the meaning set forth in Section 6.4 hereof.

"Closing" shall have the meaning set forth in Section 2.9 hereof.

"Closing Date" shall have the meaning set forth in Section 2.9 hereof.

"Company" shall mean Duke Energy Florida, Inc., a Florida corporation.

"Company's Closing Certificate" shall have the meaning set forth in Section 7.1 hereof.

"Company Parent" shall mean the parent company of the Company, Duke Energy Corporation.

"Commitment" shall have the meaning set forth in Section 2.13 hereof.

"Crystal River Unit 3" or "CR-3" shall mean the nuclear steam electric generating unit located in Citrus County, Florida, together with the land and all improvements, facilities, structures and nuclear fuel used or to be used therewith or related thereto, known as the Crystal River Unit No. 3, which is currently non-operational, and has been retired, as set forth in Section 20 of the Participation Agreement, as defined below including, without limitation, the following:

(a) Realty. The Site (as defined below), together with all licenses, profits, easements, rights of way, development rights and entitlements, and all other tangible and intangible rights that are appurtenant or associated therewith or thereto, and all buildings, power plants, structures, improvements and fixtures located thereon (collectively the "Realty");

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(b) Personalty. The machinery and equipment, materials, spare parts and fuel inventories, tools, supplies and all other personal property used in or in connection with CR-3 (collectively, the "Personalty");

(c) Permits. All of the pending and issued permits, franchises and licenses (including, without limitation, NRC licenses, air, water, and operating permits) held by Company or any other Seller with respect to CR-3 (collectively, the "Permits");

(d) Contracts and Legal Rights. All contracts, including insurance policies, and legal rights, including but not limited to U.S. Department of Energy or other federal or state obligations related to CR-3 in which any of the Sellers have any rights, interests, obligations, or claims to amounts due, damages, or recoveries of any kind; (e) Records. All right, title and interest of Sellers in all of the records and documentation concerning each applicable Seller's interest in and management of its CR-3 Decommissioning Trust; and (f) Other Rights. All other rights or interests of Sellers pertaining, directly or indirectly, to CR-3 as parties to the Participation Agreement.

"CR-3 Decommissioning Trusts" shall mean the trust funds and/or external bank accounts established by the Sellers in compliance with 10 CFR 50.75, specifically the following:

• With respect to the City of Alachua, City of Bushnell, City of Gainesville d/b/a Gainesville Regional Utilities, City of Leesburg, City of Ocala, and the Kissimmee Utility Authority, the trust funds established by the Trust Fund Agreement by and between FMPA, as agent for the City of Alachua, City of Bushnell, City of Gainesville, City of Leesburg, City of Ocala, and the Kissimmee Utility Authority and Sun Trust Bank, dated July 19, 1990, as amended by the Amendment to Trust Fund Agreement dated March 24, 1992, and the 2001 Amendment to Trust Fund Agreement dated December 4, 2001.

" With respect to the City of New Smyrna Beach and the Utilities Commission, City of New Smyrna Beach, the Utilities Commission, City of New Smyrna Beach Restricted Sinking Fund Decommissioning Costs CR-3 Nuclear Plant, Account No. 898052393155, established and held at Bank of America, dated December 6, 2013.

" With respect to the Orlando Utilities Commission ("OUC"), the trust funds established by the Amended and Restated Nuclear Decommissioning Trust Fund Agreement between Orlando Utilities Commission and Wells Fargo Bank, N.A.,

for Crystal River Unit No. Three, dated September 23, 2011.

"CR-3 Operating and Maintenance and Capital Expenses" shall mean all expenses incurred by the Company attributable to CR-3 properly recorded in accordance with and as defined by the Participation Agreement (as defined below) and billed to the Sellers by the Company on a monthly basis pursuant to the terms of the Participation Agreement.

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"CR-3 Operating Costs" shall have the meaning set forth in Section 2.6 hereof.

"Default Letter" shall have the meaning set forth in Section 2.18 hereof.

"Effective Date" shall mean the date this Agreement is executed last by Company and all Sellers, and the Consent and Joinders are executed by all Wholesale Customers, and by the Company Parent.

"Encumbrances" shall have the meaning set forth in Section 3.4.

"FMPA" shall mean the Florida Municipal Power Agency.

"Nuclear Regulatory Commission" or "NRC" shall mean the Nuclear Regulatory Commission, an agency of the United States government, as defined in 42 U.S.C. §5841, including Al successor agencies.

"Participant Disputes" shall mean the disputes that have arisen or may arise between the Company and the Sellers concerning the operation and maintenance of, and management of CR-3 by the Company, including but not limited to:

(a) the events, actions, or omissions related to the CR-3 outage that began on October 2, 2009, including but not limited to, the CR-3 steam generator replacement (the "SGR Project");

(b) the CR-3 containment building delaminations during the CR-3 outage that began on October 2, 2009 and/or the repair activities and repair plans associated with the CR-3 containment building delaminations; (c) the rights or obligations in or related to the Participation Agreement resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans; (d) the rights or obligations in or related to the Settlement Agreement and Mutual Release dated May 31, 2002 resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans; (e) the rights or obligations in or related to all potentially applicable CR-3 property and accidental outage policies with NEIL resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations and/or the associated CR-3 delamination repair activities and repair plans; (f) the decision by the Company to settle all potential claims resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans under all applicable CR-3 property and accidental outage policies with NEIL; and/or 6

(g) the decision by the Company to retire and decommission CR-3.

"Participants" shall mean City of Alachua, Florida; City of Bushnell, Florida; City of Gainesville d/b/a Gainesville Regional Utilities, Florida; City of Kissimmee, Kissimmee Utility Authority, Florida; City of Leesburg, Florida; City of New Smyrna Beach and the Utilities Commission, City of New Smyrna Beach; City of Ocala, Florida; and the Orlando Utilities Commission; each of which are parties to the Participation Agreement. "Participant" shall mean any of the Participants.

"Participation Agreement" shall mean the Crystal River Unit 3 Participation Agreement, dated as of July 31, 1975, between (among others) Company and the Sellers, relating to the ownership and operation of CR-3.

"Participation Waiver" shall have the meaning set forth in Section 5.5 hereof.

"Post-Closing Obligations" shall mean all obligations and liabilities with respect to the Purchased Interests by nature of being an owner, operator, or licensee of CR-3, whether arising under the Participation Agreement, NRC requirements, Florida Public Service Commission Requirements, or other applicable laws, rules or regulations, that are being sold, transferred, assigned, or otherwise conveyed by the Sellers and purchased, accepted and assumed by Company pursuant to this Agreement, that arise upon or after, or continue after, the Closing Date, including, without limitation, the obligations to decommission, and fund, invest, and manage a nuclear decommissioning trust fund, but specifically excluding the Seller's NDT Indemnification Obligations, as defined in subsection 2.2(b) below.

"Purchased Interests" shall mean: (i) each respective Seller's undivided percentage interest as a tenant in common with Company and the other Participants in CR-3, as set forth on Exhibit "A" attached hereto; (ii) all right, title and interest of each respective Seller in the Participation Agreement; (iii) each respective Seller's legal and beneficial interest in all payments made to the U.S. Department of Energy or reserves established by or on behalf of each Seller with respect to irradiated nuclear fuel; (iv) each respective Seller's rights or legal and beneficial interest in all damages, payments, or claims to damages or payments from the U.S.

Department of Energy or any other federal or state agency related to CR-3; (v) each respective Seller's interest in its CR-3 Decommissioning Trust, and all proceeds and rights therein and obligations related thereto arising after the Closing (subject to the Sellers' NDT Indemnification Obligations); and (vi) all other rights, obligations, claims, demands, causes of action, choses in action or interests of each respective Seller in, or in any way pertaining to, CR-3 (subject to the Sellers' NDT Indemnification Obligations).

"Seller" shall mean, individually, each of the Sellers, as defined below.

"Sellers" shall mean, collectively the City of Alachua, City of Bushnell, City of Gainesville d/b/a Gainesville Regional Utilities, City of Kissimmee, Kissimmee Utility Authority, City of Leesburg, City of New Smyrna Beach and the Utilities Commission, City of New Smyrna Beach, City of Ocala, and the Orlando Utilities Commission.

"Sellers' Closing Certificate" shall have the meaning set forth in Section 6.1 hereof.

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"Seller Mutual General Release" shall have the meaning set forth in Section 2.1 hereof.

"Sellers' NDT Indemnification Obligations" shall have the meaning set forth in Section 2.2 hereof.

"Settlement-Related Documents" shall have the meaning set forth in Section 2.1 hereof.

"Settlement Payment" shall have the meaning set forth in Section 2.3 hereof.

"SGR Project" shall have the meaning set forth in the clause (i) of the fourth recital hereof.

"Site" shall mean the real property in Citrus County, Florida, legally described in Exhibit "B" attached hereto.

"Title Objection Letter" shall have the meaning set forth in Section 2.13 hereof.

"Trust Conveyance Documents" shall have the meaning set forth in Section 2.4 hereof.

"Warranty Deed and Bill of Sale" shall have the meaning set forth in Section 6.3 hereof.

"Wholesale Customers" shall mean City of Bartow, City of Chattahoochee, City of Gainesville d/b/a Gainesville Regional Utilities, City of Homestead, City of Mount Dora, City of New Smyrna Beach and the Utilities Commission, City of New Smyrna Beach, City of Quincy, City of Williston, and Florida Municipal Power Agency (All - Requirements Power Supply Project).

"Wholesale Customer Contracts" shall mean the contracts defined in Section 2.8 and defined and listed in Exhibit "G" attached hereto.

"Wholesale Customer Disputes" shall mean all disputes that have arisen or may arise by and between the Company and the Wholesale Customers under the Wholesale Customers Contracts concerning the operation and maintenance of, and management of CR-3 by the Company on or before the Closing Date, including but not limited to:

(i) the events, actions, or omissions related to the CR-3 outage that began on October 2, 2009, including but not limited to, the CR-3 steam generator replacement project

("SGR Project");

(ii) the CR-3 containment building delaminations that occurred during the CR-3 outage that began on October 2, 2009 during the SGR Project and/or the repair activities and repair plans associated with the CR-3 containment building delaminations; (iii) the rights or obligations in or related to the Wholesale Customer Contracts resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans; 8

(iv) the rights or obligations in or related to all potentially applicable CR-3 property and accidental outage policies with Nuclear Electric Insurance Limited ("NEIL")

resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations and/or the associated CR-3 delamination repair activities and repair plans; (v) the decision by the Company to settle all potential claims with NEIL resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans under all applicable CR-3 property and accidental outage policies with NEIL; and/or (vi) the decision by the Company to retire and decommission CR-3.

"Wholesale Customer Mutual General Releases" shall have the meaning set forth in Section 2.8(a) hereof.

"Wholesale Customer Payment" shall have the meaning set forth in Section 2.8 hereof.

SECTION 2. SETTLEMENT AND RELEASE OF CLAIMS; CLOSING THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS INTENDED TO SERVE AS A GLOBAL SETTLEMENT DOCUMENT, SETTING FORTH THE TERMS FOR THE SETTLEMENT OF: (1) THE PARTICIPANT DISPUTES AND WHOLESALE CUSTOMER DISPUTES; (2) THE TERMS FOR THE ACQUISITION OF THE PURCHASED INTERESTS; AND (3) THE TRANSFER OF THE CR-3 DECOMMISSIONING TRUSTS, AND ALL PROCEEDS AND RIGHTS, AND ALL POST-CLOSING OBLIGATIONS AND LIABILITIES THEREIN (SUBJECT TO THE SELLERS' NDT INDEMNIFICATION OBLIGATIONS), AT THE CLOSING. AS SUCH, THOSE THREE MATTERS ARE INTER-DEPENDENT, SUCH THAT THE COMPANY WOULD NOT BE WILLING TO PURCHASE THE PURCHASED INTERESTS AND RECEIVE THE CR-3 DECOMMISSIONING TRUSTS, AND ALL PROCEEDS AND RIGHTS, AND ALL POST-CLOSING OBLIGATIONS AND LIABILITIES THEREIN (SUBJECT TO THE SELLERS' NDT INDEMNIFICATION OBLIGATIONS), AT THE CLOSING, BUT FOR THE SIMULTANEOUS SETTLEMENT AND RELEASE OF THE PARTICIPANT DISPUTES AND WHOLESALE CUSTOMER DISPUTES AT THE CLOSING, ALL AS SET FORTH HEREIN.

2.1 Settlement and Release of Seller Claims. Subject to the terms and conditions of this Agreement, and in consideration of the payment to Sellers by the Company of the Settlement Payment as set forth in Section 2.3 below, and for the performance of the Closing hereunder, each of the Sellers and the Company hereby acknowledge and agree that all of the Participant Disputes will be completely and finally resolved as follows:

(a) Seller Mutual General Release. Each of the Sellers and the Company agree to execute and deliver at the Closing, the mutual general release in the form attached hereto as Exhibit "C" (the "Seller Mutual General Releases").

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(b) Additional Actions. At and after the Closing, each of the Sellers and the Company agree to take such further actions as are necessary or appropriate to effectuate the intention of the foregoing.

The execution of the Seller Mutual General Releases, and any other documents related thereto, the execution of the Trust Conveyance Documents (as defined in Section 2.4 below), and the execution of all of the documents described in Sections 6 and 7 below, will be collectively referred to below as the "Settlement-Related Documents".

2.2 Terms of Acquisition.

(a) Contemporaneously with the execution and delivery of the Settlement-Related Documents, and subject to and in consideration of the terms and conditions of this Agreement, and in consideration of the payment to Sellers by the Company of the Settlement Payment set forth in Section 2.3 below, each of the Sellers will sell, convey and transfer to Company, and Company will purchase and accept from each of the Sellers, on the Closing Date, all right, title, and interest in and to the Purchased Interests, and Company will assume all obligations and liabilities of Sellers in the Purchased Interests, from and after the Closing Date (subject to the Sellers' NDT Indemnification Obligations), payable at Closing.

(b) For the avoidance of doubt, the parties hereto acknowledge and agree it is their intention, as more specifically set forth in this Agreement, that each and all of the Sellers are selling or otherwise conveying to Company all of their respective ownership of, and all of their respective right, title, interest and Post-Closing Obligations in and to: (i) the Crystal River Unit 3 Plant; (ii) their respective CR-3 Decommissioning Trusts, and all proceeds and rights, and Post-Closing Obligations therein (subject to the Sellers' NDT Indemnification Obligations; (iii) the Participation Agreement and the Settlement Agreement and Mutual Release dated May 31, 2002; and (iv) all NEIL insurance policies on which the Sellers are additional insureds, and to which each Seller who is also a Wholesale Customer may be entitled to replacement fuel payments. That is to say, following the Closing contemplated herein, and the payment to the Sellers as described herein, none of the Sellers will have any continuing ownership in, rights or obligations associated with, any of the foregoing, other than the Sellers' indemnification obligations relating to their CR-3 Decommissioning Trusts for two (2) years after the Closing, as set forth in the Indemnification and Hold Harmless Agreement attached hereto as Exhibit "D" (the "Sellers' NDT Indemnification Obligations").

2.3 CR3 Joint Owner Settlement Payment and Allocation of Settlement Payment.

(a) On the Closing Date, the Company shall pay the Sellers a lump sum of FIFTY-FIVE MILLION AND NO/100 DOLLARS ($55,000,000.00) (the "Settlement Payment") by wire transfer to financial institutions designated by the Sellers and in the respective amounts set forth on Exhibit "E" of this Agreement. Of the Settlement Payment, TWO THOUSAND AND NO/100 DOLLARS ($2,000.00) will be allocated as consideration for the transfer of the Purchased Interests, and FIFTY-FOUR MILLION NINE HUNDRED NINETY-EIGHT THOUSAND AND NO/100 DOLLARS ($54,998,000.00) will be allocated as the consideration paid for the settlement of the Participant Disputes and the granting of the rights and obligations contained in the Settlement-Related Documents.

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(b) The Company Parent shall execute the Consent and Joinder attached hereto to guarantee the obligations of the Company as set forth therein.

2.4 Transfer of CR-3 Decommissioning Trust Payments. At the Closing, each of the.

Sellers will execute such documentation as the Company will require, in order to, at the Company's direction and sole discretion, either: (1) vest full, complete and valid title in the Company in and to all right, title and interest of each of the Sellers in and to the CR-3 Decommissioning Trusts, and all funds, proceeds and rights contained therein and all obligations and liabilities related thereto, or (2) fully liquidate the CR-3 Decommissioning Trusts and wire to the Company the full cash value of said trusts, subject to the Sellers' NDT Indemnification Obligations (collectively the "Trust Conveyance Documents"). The form of the Trust Conveyance Documents is set forth on Exhibit "D". Prior to Closing, the Sellers may withdraw a total of $429,560.21, allocated among the Sellers in the amounts set forth on Schedule 2.4 attached hereto, from their respective CR-3 Decommissioning Trusts for reimbursement of decommissioning costs previously invoiced by Company during the months of July through October 2013 and paid by the Sellers, as well as invoiced during the month of November 2013 and inadvertently paid by the City of Alachua, but previously not reimbursed from the CR-3 Decommissioning Trusts. Except as provided in the preceding sentence, in no event shall Sellers withdraw funds from their respective CR-3 Decommissioning Trusts prior to their transfer to Company. Until such transfer, Sellers shall keep their respective CR-3 Decommissioning Trusts invested in accordance with the applicable rules and regulations (including regulatory guides) of the U.S. Nuclear Regulatory Commission ("NRC") and Florida Public Service Commission

("FPSC"), as amended from time to time. Sellers shall also continue to manage the investments in their respective CR-3 Decommissioning Trusts in the same prudent manner in which they have been managing them through the Closing Date. Also, at all times from the Effective Date through and including the Closing Date, each of the Sellers will provide to Company quarterly investment statements showing the amounts of and investments in each respective Seller's CR-3 Decommissioning Trust, which statements must be provided on or before the fifteenth (15"h) day following each fiscal quarter end. After the transfer of the Sellers' CR-3 Decommissioning Trusts to the Company, the Sellers shall have no CR-3 decommissioning obligations, responsibilities, or liabilities to Company, whether arising out of the Participation Agreement, Nuclear Regulatory Commission regulations or otherwise, except for the Sellers' NDT Indemnification Obligations.

Additionally, the Company and each of the Sellers will execute and deliver to the other party at Closing, an Indemnification and Hold Harmless Agreement, substantially in the form set forth on Exhibit "D", by which the Sellers will indemnify and hold the Company harmless from all liabilities or claims arising out of or related to each Seller's possession, management, operation, or use of the respective Seller's CR-3 Decommissioning Trust, and all of the funds, proceeds, and rights associated therewith or contained therein, and the Company will indemnify and hold the Sellers harmless from all liabilities or claims arising out of or related to the Company's possession, management, operation, or use of the Company's CR-3 Decommissioning Trust, and all of the funds, proceeds, and rights associated therewith or contained therein, except for the Sellers' NDT Indemnification Obligations. Upon the Closing and the execution of the Settlement-Related Documents, the Sellers will no longer be parties to the Participation Agreement.

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2.5 Removal from Participation Agreement. At the Closing, the parties will execute the Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit "F".

2.6 Future CR-3 Operating, Maintenance, Capital and Decommissioning Expenses.

As of October 1, 2013, and at all times thereafter, the Sellers will have no further financial or other obligation for their respective ongoing CR-3 operating costs, including operation and maintenance ("O&M") and administrative and general ("A&G") costs; capital costs; shut down costs; nuclear fuel costs; inventory; common and external facilities charges; nuclear decommissioning costs and nuclear decommissioning trust fund obligations, subject to the Sellers' NDT Indemnification Obligations, or any other CR-3 related costs or liabilities which would otherwise be due and owing under the Participation Agreement (collectively "CR-3 Operating Costs"). The Sellers further agree that they are not entitled to, and the Company will not pay, any refund of insurance premiums, or portions of insurance premiums, paid through October 1, 2013, pursuant to the Participation Agreement. Within thirty (30) days of the Effective Date of this Agreement, the Company will refund to the Sellers $1,311,402.90 by wire transfer to financial institutions designated by the Sellers and in the respective amounts set forth on Schedule 2.6 of this Agreement for CR-3 Operating Costs (which amount excludes replacement power costs) that were paid to Company by the Sellers for costs incurred (or estimated by Company to be incurred) on or after October 1, 2013.

2.7 Waiver by Company of CR-3 Repair Costs. The Company waives its claim to a right to seek recovery of any and all CR-3 repair costs that the Company alleges is owed by the Sellers, but not heretofore paid by the Sellers, which the Company estimates to be $13.6 million.

2.8 CR-3 Related Payment to Wholesale Customers. The parties hereto acknowledge and agree that there currently exist a number of contracts between the Company, as the provider of electricity, and the Wholesale Customers, as the respective purchasers of electricity, as such contracts are more specifically set forth on Exhibit "G" attached hereto (collectively the "Wholesale Customer Contracts"). As material consideration for the execution and performance of this Agreement, the parties hereto agree that, at Closing, the following must occur:

(a) Wholesale Customer Contracts. All Wholesale Customers will execute and provide to Company at the Closing, the mutual general release included in Exhibit "H" attached hereto (the "Wholesale Customer Mutual General Release").

(b) Wholesale Customer Payment. At Closing, and upon the written instruction and direction of all Wholesale Customers to Company, specifying the amount to be paid to each Wholesale Customer, the Company shall pay to the Wholesale Customers, a total of

$8,400,000.00 (the "Wholesale Customer Payment") by wire transfer to financial institutions designated by the Wholesale Customers in the respective amounts set forth on Schedule 2.8(b).

(c) Wholesale Customer Consent and Joinder. To acknowledge their agreement and consent to the terms and provisions of this Section 2.8 and certain other sections of this Agreement set forth herein, each and all of the Wholesale Customers must execute the Consent and Joinder document attached to this Agreement.

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(d) Company Parent Consent and Joinder. The Company Parent shall execute the Consent and Joinder attached hereto to guarantee the obligations of the Company as set forth therein.

2.9 Closing Date. The purchase and sale and conveyance of the Purchased Interests, and the execution and delivery of the Settlement-Related Documents (collectively the "Closing")

will take place at 10:00 a.m., at the general offices of Company in St. Petersburg, Florida, on a date to be mutually agreed upon by the parties, which date shall be the earlier of: (a) within 30 days after all conditions precedent to the Closing set forth in Sections 6 and 7 below have been satisfied or waived in writing by the applicable parties; or (b) June 1, 2015 (the "Closing Date").

The Closing Date can be extended by the mutual written agreement of the Company, Sellers, Company Parent, and Wholesale Customers. To avoid doubt, each of the Sellers and Wholesale Customers hereby agree that its representatives may give such mutual written agreement to extend the Closing Date without action or approval of their respective governing bodies.

2.10 Failure to Close. The parties hereto expressly acknowledge and agree that, if the Closing does not occur on or before the Closing Date as referenced in Section 2.9 next above because any of the conditions precedent to the Closing set forth in Sections 6 and 7 below have not been satisfied or waived in writing by the applicable parties, this Agreement will automatically terminate without further action by any party, and this Agreement will have no effect, and Company, Sellers, Wholesale Customers, and Company Parent shall each retain any and all rights, obligations, claims or defenses that they may otherwise have. In addition, upon termination of this Agreement as aforesaid: (a) the Company will have the right to invoice Sellers for all due and owing CR-3 Operating Costs and all CR-3 maintenance and capital expenses then due and owing; and (b) the Sellers shall immediately repay to the Company the

$1,311,402.90 set forth in Section 2.6 above.

2.11 Transaction Expenses. Each Seller shall pay all of its own expenses in connection with the acquisition, assignments, transfer, conveyances and deliveries to be made hereunder, and Company shall have no liability therefor. Company shall pay all of its own expenses in connection with the acquisition, assignments, transfer, conveyances and deliveries to be made hereunder, and no Seller shall have any liability therefor. State documentary stamp tax which is required to be affixed to the deeds and the cost of recording any corrective instruments shall be paid by Company. The cost of recording the deeds will be paid by the applicable Seller.

2.12 Delivery of Purchased Interests and Closing Instruments. At the Closing, each Seller shall deliver to Company each of the items described in Section 6 hereof, together with all contracts, agreements, leases, permits, commitments, and rights pertaining to the Purchased Interests and Settlement-Related Documents. Notwithstanding anything in the Agreement to the contrary, Sellers may retain a record copy of any such contracts, leases, permits, or other records pertaining to the Purchased Interests and Settlement-Related Documents to the extent necessary to comply with applicable law, including, without limitation, Chapter 119, Florida Statutes.

2.13 Title Commitment and Policy. Within six (6) months after the Effective Date of this Agreement, the Sellers shall deliver to Company, at the Sellers' expense, a single Title Commitment from a nationally recognized title company selected by the Sellers and reasonably acceptable to Company, agreeing to insure Company's fee simple title to the Realty after Closing 13

in the approximate collective amount of $1,855,746, as marginally increased over time to reflect a higher assessed value, as reasonably determined by the Company in consultation with the Sellers, in form and substance satisfactory to Company (the "Commitment") together with legible copies of all title exception documents. The Sellers will cooperate fully with Company in order for all requirements set forth in Schedule B-I of the Commitment to be satisfied at or prior to Closing. Following Closing, Sellers will cause the title company that issued the Commitment to issue to Company a title insurance policy based on the commitment. Sellers shall pay the premium due for such policy.

Each Seller agrees that all mortgages, liens, security interests, encumbrances, or judgments against its Realty imposed by, through or against such Seller (other than taxes and assessments for the year of Closing) will be satisfied by the applicable Seller at or prior to Closing.

If the Commitment shows exceptions against any Seller's interest imposed by, through or against such Seller, and which renders title to any of the Realty unmarketable or uninsurable, Company shall notify the Sellers in writing within thirty (30) days following its receipt of the Commitment, specifying the matters revealed by the Commitment which render title unmarketable or uninsurable and to which Company objects (the "Title Obiection Letter"). The matters described in the Title Objection Letter shall be treated as title defects.

The Seller or Sellers upon whose Realty a title defect imposed by, through or against such Seller or Sellers has been identified in the Title Objection Letter shall have thirty (30) days following their receipt of Company's Title Objection Letter within which to remove any title defects cited by Company other than mortgages, liens, security interests, encumbrances, and judgments to be satisfied at or prior to Closing. If such Seller or Sellers fail, within such time, to remove or cure such defects, Company, in coordination with such Seller or Sellers, shall be entitled to take such actions as the Company shall deem necessary or appropriate in order to cure such title defects, including, without limitation, utilizing up to the full amount of the applicable Seller(s)' allocation of the Settlement Payment, as set forth on Exhibit "E", to remove/eliminate each and every matter set forth on the Title Objection Letter, but using reasonable efforts to minimize the costs of doing so. The Company is free to waive any title defect in writing.

Company may not object to any title exception: (a) as to which Company consented to in writing at the time of its imposition; or (b) that is also an exception against Company's interest in the Realty and was imposed by, through or against Company.

2.14 Cure of Title-Related Matters. At any time before the Closing, Company shall have the right to conduct, at its own expense, an independent review of each Seller's title to the Purchased Interests, including obtaining applicable UCC searches. If title to any of the Purchased Interests is found defective as determined by Company, Company shall within sixty (60) days thereafter, give notice to the applicable Seller specifying the defect(s), and any such defect which is not cured to Company's satisfaction prior to the Closing shall be treated as a title defect under Section 2.13, including the rights and obligations of the parties as set forth therein.

2.15 Risk of Loss by Casualty. If the Purchased Interests are damaged by fire or other casualty before Closing, the Sellers shall take such actions as may be required by the Participation Agreement (excluding CR-3 Operating Cost payment obligations). In such event, 14

Company shall take the Purchased Interests "as is" together with all insurance proceeds that may be payable to Sellers as a result of such damage to the Purchased Interests. Company and Sellers will attend and perform at Closing in the manner described in this Agreement. At Closing, Sellers shall pay or assign to Company the insurance proceeds paid or payable to Sellers as a result of the damage to the Purchased Interests. Until Closing, Company shall maintain, for the benefit of Company and the Participants, insurance of the type and amount required by Section 11 of the Participation Agreement.

2.16 Permit Transfer. As soon as reasonably practicable following the Effective Date of this Agreement, Company shall file and pursue an application for approval of transfer of rights pursuant to the permits with the appropriate federal regulatory authorities. Any necessary filing fee for the application, the cost of advertisement of the filing of the application, together with all costs associated with the review and disposition by the appropriate administrative agency and all other costs incurred incidental thereto shall be the responsibility of Company. The Sellers shall cooperate with Company in all respects, at Company's request from time to time, with respect to such applications, including but not limited to, providing written notice to the appropriate federal administrative or governmental agency, including but not limited to, the NRC, of the Sellers' agreement to sell, convey and transfer the Purchased Interests.

2.17 Further Assurances. From time to time, each party to this Agreement shall execute and deliver to the others such other instruments of conveyance and transfer and take such other action as may reasonably be required so as to more effectively sell, convey, transfer to, and vest in Company, and to put Company in possession of, all of the properties or assets to be conveyed, transferred, and delivered to Company hereunder including the Purchased Interests.

2.18 Default. If any Seller or Company is in material breach of this Agreement prior to the Closing, then the non-defaulting party shall provide written notice to the defaulting party specifying with particularity such default (a "Default Letter"), and the defaulting party shall have sixty (60) days following its receipt of the Default Letter, in which to cure such default. If the defaulting party fails to cure such default within such sixty (60) day period, then the non-defaulting party may elect to cancel and terminate this Agreement, or may elect to seek specific performance of all of the defaulting party's obligations hereunder. In addition, and without limiting or waiving any of its other remedies under this Agreement, the non-defaulting party shall be entitled to pursue all other remedies available at law or in equity.

2.19. Seller Default (a) The obligations of the Sellers and Company under this Agreement are conditioned upon all parties Closing under this Agreement. By way of illustration, and not limitation, in the event that a condition precedent as to a particular Seller set forth in Section 6.7 does not occur, no party is obligated to close hereunder and this Agreement may be terminated pursuant to Section 2.10.

(b) Notwithstanding the foregoing, or any contrary provision of this Agreement or in any of the documents to be delivered by the parties at Closing:

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(i) Company acknowledges that the liabilities of Sellers are not joint and several.

(ii) Company may pursue and recover claims against a defaulting Seller only, and not against any Seller that is not in default.

(iii) No Seller shall be responsible for a breach by any other Seller of any obligations, representations or warranties set forth in this Agreement (including, without limitation, under Section 3 of this Agreement) or in any documents executed by any other Seller at Closing.

(iv) The indemnification obligations of each Seller under this Agreement (including under Section 8.4), or in any documents executed by any other Seller at Closing, are limited to any liability of or breach by such Seller, and not any other Seller.

(c) If any Seller fails to perform at Closing in accordance with this Agreement:

(i) Company may, by written notice delivered to all Sellers no less than three (3) days after the Closing Date, extend the Closing Date for a period of fifteen (15) days to permit Company to elect one of the following remedies; and (ii) Prior to the expiration of such fifteen (15) day period, Company shall provide notice to all Sellers that it elects to: (a) seek specific performance, or (b) terminate this Agreement as to the non-defaulting Sellers.

(1) Company's failure to provide notice within the foregoing time period shall be deemed an election to terminate this Agreement.

(2) The provisions of Section 2.10 of this Agreement shall apply to a termination under this paragraph 2.18(c)(ii) except Company shall remain free to pursue damages against the defaulting Seller.

(d) The provisions of this Section 2.19 shall prevail over any conflicting provision of this Agreement.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLERS As a material inducement to Company to execute and perform its obligations under this Agreement and to Close, each Seller hereby represents and warrants to Company that each of the following statements in this Section is true, correct, and complete, as of the Effective Date hereof, and will be true, correct and complete as of the Closing Date:

3.1 Organization. Each Seller is a Florida municipality, a Florida municipal utility, commission, board, or authority and holds title and/or legal and beneficial interests to its respective Purchased Interests as set forth on Exhibit "A". Each Seller has the requisite power 16

and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Copies of all applicable documents establishing each Seller's due incorporation, valid existence and active status will be provided to Company on request.

3.2 Due Authorization. The execution, delivery and performance by each Seller of this Agreement and all Closing documents referenced herein have been duly authorized by all necessary action on the part of each Seller, does not contravene the Florida Constitution, any law, or any government rule, regulation or order applicable to each Seller, or its properties, and does not and will not contravene the provisions of, cause the acceleration of any rights under, cause the creation of any lien under, or constitute a default under, any contract, resolution or other instrument to which the applicable Seller is a party or by which the applicable Seller is bound, which could adversely affect the ability of the applicable Seller to carry out its obligations under this Agreement. All requisite government and regulatory approvals and consents for each Seller, including but not limited to the NRC, Federal Energy Regulatory Commission, approvals necessary for the execution, delivery and performance by the Sellers of this Agreement have been obtained or will be obtained prior to Closing. The execution, delivery and performance of this Agreement does not require the Sellers to (i) obtain any consent of any creditor, lessor, mortgagee, bondholder, or other party to any agreement or instrument to which any Seller is a party or by which any Seller or any of its properties are bound except as provided in Section 5.5 hereof, or (ii) notify or obtain any permit, authorization or approval of any federal, state or local authority, except for the transfer of permits as set forth herein. This Agreement has been duly and validly executed and delivered by each Seller, and constitutes the legal, valid and binding obligations of each Seller, enforceable in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws affecting creditors' rights generally, to the application of equitable principles, and to the exercise of judicial discretion in appropriate cases.

3.3 Litigation. There are no actions, suits or proceedings pending against any Seller, or, to any Seller's knowledge, threatened against any Seller, or any of the assets to be conveyed hereunder before any court or administrative body or agency having jurisdiction over any Seller, or any of the assets to be conveyed hereunder (including any arbitrations, worker's compensation or other administrative proceedings, condemnation proceedings, criminal prosecutions, governmental investigations or audits) nor are there any other circumstances known to any Seller to be pending or threatened, which might materially adversely affect the execution, delivery and performance by any Seller of this Agreement.

3.4 Title to Property. With respect to the Realty and each item of Personalty, each Seller has the undivided percentage interest therein set forth on Exhibit "A" attached hereto, or holds legal and beneficial rights in such undivided percentage interest, and good and marketable title, whether individually or in combination with another Seller, in the case of the Realty, and good and assignable title, in the case of the Personalty on such Seller's percentage interest, and in each case, free and clear of any liens, claims, charges, mortgages, leases, subleases, security interests, exceptions, encroachments, encumbrances and rights of any parties of any kind or type whatsoever imposed by, through or against such Seller or its ownership in such Realty or Personalty (collectively "Encumbrances"). Each respective Seller holds legal and beneficial title to all of the rights of that Seller contained in the Settlement-Related Documents, and none of 17

those rights has been assigned, transferred, conveyed, or encumbered in any way by any Seller, other than as disclosed in the recitals set forth above.

3.5 Condition. The Sellers make no representations or warranties whatsoever, expressed, implied or statutory as to the value, quality, conditions, salability, obsolescence, merchantability, design, engineering, construction, fitness or suitability for use or working order for all or any part of the Realty or Personalty, wherever situate, and in whatever state of development, design, engineering, manufacturing, repair or construction.

3.6 Assigned Contracts. Each Seller represents that it has not entered into, nor is bound by any contract, other than Section 9.2 of the Participation Agreement, that would prohibit the applicable Seller from performing any of its obligations under this Agreement.

3.7 Disclosure. No representations or warranties by the Sellers contained in this Agreement, and no writing, certificate, list or other instrument furnished, or to be furnished by the Sellers to Company pursuant hereto, or in connection with the transactions contemplated hereby, contains, or shall contain, any untrue statement of a material fact, or omits, or shall omit, or fails or shall fail to state a material fact necessary in order to make the statements and information contained herein or therein, as the case may be, not misleading or necessary in order to provide Company with full and proper information as to the Purchased Interests and the Sellers' business and affairs. All financial documents provided by the Sellers to Company, including, without limitation, those concerning each respective CR-3 Decommissioning Trust, are true and correct in all material respects.

3.8 Representations and Warranties at Closing. All representations and warranties of the Sellers set forth in this Agreement shall be true and correct at and as of the Closing Date as if such representations and warranties were made at and as of such date.

3.9 CR-3 Decommissioning Trust Fund. Each Seller has funded its respective CR-3 Decommissioning Trust in accordance with the amounts included in each nuclear decommissioning cost study provided by Company at various points in time. Specifically, each Seller represents and warrants that its CR-3 Decommissioning Trust contains funds intended to be used for radiological decommissioning, site restoration, and spent fuel management, as those categories of costs were set forth in the nuclear decommissioning cost studies provided by the Company. Each Seller further represents and warrants that its account listed above in the definition of "CR-3 Decommissioning Trust" is the only account(s) created by such Seller to pay for the decommissioning of CR-3, and that no other Seller-owned accounts intended for decommissioning of CR-3 exist.

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SECTION 4. REPRESENTATIONS AND WARRANTIES OF COMPANY Company hereby represents and warrants to the Sellers as follows:

4.1 Organization. Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the requisite power and authority to acquire and own the Purchased Interests, to execute and deliver this Agreement and to perform its obligations hereunder and to carry on its business as it is now being conducted and as contemplated to be conducted in the future.

4.2 Due Authorization. The execution, delivery and performance by Company of this Agreement have been duly authorized by all requisite action by Company, and, subject to the receipt of the items described in Section 6.5, do not (a) contravene any law, or any governmental rule, regulation or order applicable to Company or its properties, or the Articles of Incorporation or By-Laws of Company, or (b) contravene the provisions of, cause the acceleration of any rights under, cause the creation of any lien under, or constitute a default under, any contract, resolution or other instrument to which Company is a party or by which Company is bound, which could materially affect the ability of Company to carry out its obligations hereunder or thereunder. All requisite government and regulatory approvals and consents, including but not limited to NRC, Federal Energy Regulatory Commission, and Florida Public Service Commission approvals necessary for the execution, delivery and performance by the Company have been obtained or will be obtained prior to Closing. The execution, delivery and performance of this Agreement do not require the Company to (i) obtain any consent of any creditor, lessor, mortgagee, bondholder, or other party to any agreement or instrument to which Company is a party or by which any Company or any of its properties are bound except as provided in Section 5.5 hereof, or (ii) notify or obtain any permit, authorization or approval of any federal, state or local authority, except for the transfer of permits as set forth herein. This Agreement has been duly and validly executed and delivered by Company and will constitute the legal, valid and binding obligations of Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws affecting creditors' rights generally, to the application of equitable principles, and to the exercise of judicial discretion in appropriate cases.

4.3 Litigation. There are no actions, suits, or proceedings pending against Company or, to Company's knowledge, threatened against or affecting Company before any court or administrative body or agency having jurisdiction over Company, which might materially adversely affect the execution, delivery and performance by Company of this Agreement.

4.4 Disclosure. No representations or warranties by Company contained in this Agreement and no writing, certificate, list or other instrument furnished, or to be furnished by Company to Sellers pursuant hereto, or in connection with the transactions contemplated hereby, contains, or shall contain, any untrue statement of a material fact, or omits, or shall omit, or fails, or shall fail, to state a material fact necessary in order to make the statements and information contained herein or therein, as the case may be, not misleading.

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4.5 Representations and Warranties at Closing. All representations and warranties of Company set forth in this Agreement shall be true and correct at and as of the Closing Date as if such representations and warranties were made at and as of such date.

SECTION 5. OBLIGATIONS OF PARTIES 5.1 Duty to Disclose. In the event that prior to the Closing, either Company or any Seller becomes aware of any facts or circumstances that would make any of its representations and warranties herein untrue or misleading, such party shall promptly give written notice of such facts or circumstances to the other party.

5.2 Satisfaction of Conditions Precedent. Each party agrees to use reasonable efforts to cause the conditions precedent to its obligations to close the transactions under this Agreement, that are within its reasonable control, to be satisfied at or prior to the Closing (provided, however, that the foregoing shall not require either party to perform a covenant or duty of the other party, or to remedy a breach of representation or warranty of the other party, under this Agreement).

5.3 Conduct of Operations Prior to Closing. From and after the Effective Date of this Agreement until the Closing Date, except as otherwise consented to by the other party in writing:

(a) No Seller shall sell or otherwise assign or transfer all or any portion of the Purchased Interests or the rights of Seller contained in the Settlement-Related Documents, and shall not consider or solicit any proposals, for the purchase and sale of all or any portion of the foregoing without the prior written consent of Company; (b) No party shall take any action in such a manner as would adversely affect that party's ability to consummate this Agreement and perform its obligations under this Agreement.

5.4 Consents. Each Seller shall use its best efforts to obtain, in writing, any third party consents or approvals necessary in order that the transactions contemplated hereby shall not result in any default or termination of any agreement to which that Seller is a party. Any failure to obtain such consents or approvals shall be treated as a title defect under Section 2.13 with respect to the properties affected thereby.

5.5 Required Waivers Under Participation Agreement.

(a) Prior to the Closing, Company shall attempt to obtain a written waiver from each party to the Participation Agreement that is not the Company or a Seller, pursuant to which such party shall waive its right to receive an offer to purchase a Seller's CR-3 ownership interest pursuant to Section 9.2 of the Participation Agreement (the "Participation Waiver").

Provided however, should Company be unable to obtain the Participation Waiver prior to Closing, the Company shall notify the Sellers in writing that it has not obtained the Participation Waiver, and proceed to Closing as set forth in this Agreement, subject to the Company's indemnification of Sellers related to the inability to obtain the Participation Waiver, as set forth in Section 8.4(b)(iv) of this Agreement.

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(b) With respect to the Sellers' own rights of first refusal pursuant to Section 9.2 of the Participation Agreement, each Seller hereby forever waives and relinquishes its respective right of first refusal to purchase the pro rata share of each other Seller's interest in CR-3. Nothing in this Section shall be interpreted as authorizing Company to purchase less than the entire Purchased Interests pursuant to Section 9.2 of the Participation Agreement.

5.6 No Individual Sales. The parties hereto acknowledge and agree that it is their collective intention that the Company purchase all, and not less than all, of the Purchased Interests from each and all of the Sellers, and the Company shall have no obligation to purchase, and the Sellers shall have no obligation to sell, less than all of the Purchased Interests. Stated another way, unless waived by the Company and the Sellers in writing, there shall be no obligation on the Company to close and purchase, and no obligation on any Seller to close and sell, less than all of the Purchased Interests collectively owned by the Sellers.

SECTION 6. CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE The obligation of Company to close is subject to the full satisfaction (or the waiver in writing by Company), prior to or at the Closing, of each of the following conditions in a manner, substance and form satisfactory to Company and its counsel:

6.1 Certificate. Each Seller shall have executed and delivered to Company a Closing Certificate, substantially in the form attached hereto as Exhibit "I", signed by a duly authorized officer of such Seller, dated the Closing Date, which states that the representations and warranties of such Seller, contained in this Agreement and the information in all lists, certificates, documents, exhibits, and other writings delivered by such Seller to Company pursuant hereto, are true and correct as of the Effective Date hereof, and are deemed to have been made and delivered again as of and at the Closing, and that all shall then be true and complete in all material respects as if made as of and at the Closing (the "Seller's Closing Certificate").

6.2 Opinion of Counsel for Sellers. Counsel to each Seller shall have delivered an opinion dated the Closing Date and addressed to Company, substantially in the form attached hereto as Exhibit "J," and for the Seller, the City of Kissimmee, Exhibit "JI."

6.3 Warranty Deed and Bill of Sale. Each Seller shall have executed and delivered, and OUC shall also have caused the City of Orlando to have executed and delivered, a Special Warranty Deed and a Bill of Sale substantially in the form of Exhibit "K" attached hereto (the "Warranty Deed and Bill of Sale"), together with a Lien Affidavit, a FIRPTA affidavit and any other instrument that may be reasonably required or reasonably requested by Company in order for each Seller to convey to Company good and assignable title to each Seller's interest in the Personalty, and good and marketable title to each Seller's interest in the Realty (and all buildings, power plants, structures, improvements and fixtures located thereon), and to transfer to Company the rest of the Purchased Interests, under the terms of this Agreement, in each case free and clear of all Encumbrances.

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6.4 Assignment and Assumption Agreement. Each Seller shall have executed and delivered the Assignment and Assumption Agreement in substantially the form of Exhibit "F" attached hereto (the "Assignment and Assumption Agreement") for the Participation Agreement interest being transferred at Closing.

6.5 Execution and Delivery of Settlement-Related Documents. The Company, Sellers, and Wholesale Customers, as applicable, shall each have executed and delivered, all of the Settlement-Related Documents.

6.6 Execution of Wholesale Customer Mutual General Release. All Wholesale Customers shall have executed and delivered to Company the Wholesale Customer Mutual General Release in the form attached hereto as Exhibit "H".

6.7 Consents, Approvals and Permits. All third party consents, regulatory approvals and governmental permits necessary for the consummation of the transactions under this Agreement, the issuance or assignment of all licenses, permits, and agreements required to have been obtained, on or prior to the Closing Date, with respect to the transactions under this Agreement, shall have been received (without the imposition of any additional conditions, qualifications, or reservations). Without limiting the generality of the preceding sentence, (a) the NRC shall have issued a final ruling as to the license transfer request to be filed by the Company and Sellers upon the Effective Date of this Agreement, which ruling must be acceptable to Company in its sole discretion, and (b) no proceeding before the Federal Energy Regulatory Commission or any other governmental body or agency or court shall be pending or threatened which challenges, or would challenge, any of the transactions under this Agreement.

6.8 Application for AmendmentfTransfer of NRC Operating License. Company, as operator under NRC Operating License No. DPR-72 for CR-3, and as agent under the Participation Agreement, shall have made application to, and obtained written approval from the NRC for amendment/transfer of such license to delete the Sellers as entities authorized to possess (though not to operate) CR-3. Sellers, to the extent requested by Company, shall have cooperated in all respects with such application.

SECTION 7. CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE The obligation of the Sellers to close is subject to the full satisfaction (or the waiver in writing by the Sellers), prior to or at the Closing, of each of the following conditions, in a manner, substance and form satisfactory to each of the Sellers and their counsel:

7.1 Certificate. Company shall have executed and delivered to the Sellers a Closing Certificate, substantially in the form attached hereto as Exhibit "I", signed by a duly authorized officer, dated the date of Closing, which states that all of the Company's representations and warranties contained in this Agreement and the information in all lists, certificates, documents, exhibits, and other writings delivered by the Company to the Sellers pursuant hereto, are true and correct as of the Effective Date hereof, and are deemed to have been made and delivered again as of and at the Closing, and that all shall then be true and complete in all material respects as if made as of and at the Closing (the "Company's Closing Certificate").

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7.2 Opinion of Counsel for Company. Counsel to Company shall have delivered an opinion dated the Closing Date and addressed to Sellers, substantially in the form attached hereto as Exhibit "L".

7.3 Assignment and Assumption Agreement. Company shall have executed and delivered to the Sellers the Assignment and Assumption Agreement in substantially the form of Exhibit "F'.

7.4 Execution and Delivery of Settlement-Related Documents. The Company, Sellers, and Wholesale Customers, as applicable, shall each have executed and delivered the Settlement-Related Documents.

7.5 Execution of Wholesale Customer Mutual General Release. Company shall have executed and delivered to the Wholesale Customers the Wholesale Customer Mutual General Release in the form attached hereto as Exhibit "H".

7.6 Consents, Approvals and Permits. All third party consents, regulatory approvals and governmental permits necessary for the consummation of the transactions under this Agreement, the issuance or assignment of all licenses, permits, and agreements required to have been obtained, on or prior to the Closing Date, with respect to the transactions under this Agreement, shall have been received (without the imposition of any additional conditions, qualifications, or reservations). Without limiting the generality of the preceding sentence, (a) the NRC shall have issued a final ruling as to the license transfer request to be filed by the Company and Sellers upon the Effective Date of this Agreement, which ruling must be acceptable to Company in its sole discretion, and (b) no proceeding before the Federal Energy Regulatory Commission or any other governmental body or agency or court shall be pending or threatened which challenges, or would challenge, any of the transactions under this Agreement.

7.7 Settlement Payment. Company shall, on or before the Closing Date, have paid to the Sellers listed on Exhibit "E" the Settlement Payment as required by the Agreement and as allocated in Exhibit "E." All payments made to the City of Kissimmee and KUA pursuant to this Agreement shall be made in the name of and delivered to KUA.

SECTION 8. GENERAL PROVISIONS.

8.1 Survival. All representations, warranties, covenants and agreements made by the Sellers, or Company under this Agreement, in connection with the transactions contemplated hereby, or in any certificate, exhibit, schedule, list or other instrument delivered pursuant hereto, shall survive the Closing and any investigations made at any time with respect thereto.

8.2 Governing Law. The validity, interpretation, and performance of this Agreement and each of its provisions shall be governed by the laws of the State of Florida.

8.3 Section Headings Not to Affect Meaning. The descriptive headings of the various Sections of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms and provisions hereof.

8.4 Indemnifications. Effective as of the Closing, should it occur, but not otherwise:

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(a) Each Seller hereby agrees to defend, indemnify and hold harmless Company, its affiliates, officers, agents, directors, employees, predecessors in interest, successors and assigns against, and in respect of, any and all manner of loss, costs, claims, damages, penalties, fines, liabilities and expenses, including, without limitation, reasonable attorneys' fees and litigation expenses, arising out of or relating in any way to:

(i) Any liability of the Seller arising out of the Participation Agreement and/or the Purchased Interests prior to the Closing Date, not expressly assumed by Company pursuant to this Agreement, provided that Seller, KUA, shall assume any obligations attributable to Seller, City of Kissimmee, to indemnify and hold Company harmless pursuant to this Subsection 8.4(a)(i); or (ii) Any breach by such Seller of any of the representations, warranties, releases, covenants or agreements provided for in this Agreement, or in any of the documents executed by such Seller at Closing, or in any certificate or document delivered to Company by such Seller hereunder.

(b) Company hereby agrees to defend, indemnify and hold harmless each Seller, its affiliates, officers, agents, directors, employees, successors and assigns against, and in respect of, any and all manner of loss, costs, claims, damages, penalties, fines, liabilities and expenses, including, without limitation, reasonable attorneys' fees and litigation expenses, arising out of or relating in any way to, but excluding, at all times, the Sellers' NDT Indemnification Obligations:

(i) The construction, ownership, operation, maintenance, licensing, and repair of CR-3, including, without limitation, the CR-3 steam generator replacement project or subsequent containment wall delamination and retirement of CR-3; (ii) Any breach by Company of any of the representations, warranties, releases, covenants or agreements provided for in this Agreement, or in any of the documents executed by Company at Closing, or in any certificate or document delivered to any Seller by Company hereunder; or (iii) All obligations, responsibilities or liabilities assigned to and assumed by the Company pursuant to this Agreement or any of the Settlement-Related Documents, including, without limitation, those arising out of the Participation Agreement; or (iv) Any claims by any party to the Participation Agreement that is not the Company or a Seller arising out of or related to the inability or failure to obtain the Participation Waiver prior to the Closing Date; or (v) The decommissioning of CR-3, including without limitation, SAFSTOR activities, radiological decommissioning, site restoration, spent fuel management, or any other activities undertaken to permanently remove CR-3 from service and reduce and remove radioactive material to levels that would permit termination of the Nuclear Regulatory Commission license, the disposal, management, and storage of spent fuel and radioactive materials and waste, and the dismantlement of site structures and other activities necessary to 24

restore the CR-3 site to NRC, or other federal, state, or local governmental or regulatory authority, required conditions.

(c) If any action, suit or proceeding shall be commenced against, or any such claim, demand or assessment be asserted against, an indemnified party in respect of which such indemnified party proposes to demand indemnification, the indemnified party shall notify the indemnifying party to that effect with reasonable promptness and the indemnified party shall have the right at its own expense to participate in (but not to direct) the defense, compromise or settlement thereof. In connection therewith, the indemnified party shall cooperate fully to make available to the indemnifying party all pertinent information under its control. The indemnified party shall not admit liability or agree to a settlement without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld.

(d) The provisions of this Section 8.4 are in addition to, and not in limitation of, any of the provisions of the closing documents referenced herein, including, without limitation, the Seller Mutual General Releases attached hereto as Exhibit "C".

8.5 Integration. The terms and provisions contained in this Agreement shall constitute the entire agreement between the Sellers and Company with respect to the matters provided for herein and therein and supersede all previous agreements with respect thereto, whether verbal or written, between the Sellers and Company.

8.6 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors of the parties hereto (Company, Sellers, Wholesale Customers, and Company Parent) and their assignees permitted hereunder; provided, however, that except for any partial or full assignment or delegation by Company to a corporation or other entity affiliated with Company, to which Company may sell or assign all or substantially all of its assets, or with which Company may enter into a merger, consolidation, reorganization, or other business combination, any or all of which shall be permitted without Sellers' consent, neither this Agreement nor any portion thereof may be assigned or delegated by either party without the prior written consent of the other parties hereto. If this Agreement is assigned or delegated with such consent, the terms and conditions hereof shall be binding upon and shall inure to the benefit of such assignee and its successors and assignees permitted hereunder; provided, however, that no assignment or delegation of this Agreement or any of the rights or obligations hereof shall relieve the assignor of its obligations under this Agreement.

Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section.

8.7 Amendments and Waivers. This Agreement may be amended by and only by a written instrument duly executed by each of the parties hereto. Any of the terms or provisions of this Agreement may be waived in writing at any time by the party which is entitled to the benefits of such waived terms or provisions. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar). No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

25

8.8 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

8.9 Jurisdiction

Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties solely in the courts of the State of Florida, County of Pinellas, or, if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Florida, Tampa Division, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue therein.

8.10 Notices. All notices and other communications hereunder shall be in writing and shall be delivered by hand, by prepaid first class registered or certified mail, return receipt requested, by courier by a nationally recognized overnight courier service, or by facsimile (provided the sending party has received electronic confirmation of receipt by the receiving party and the sending party sends by mail a copy of such notice), addressed as set forth on Exhibit "M" attached hereto, or at such other address for a party as shall be specified by like notice. Except as otherwise provided in this Agreement, all notices and other communications shall be deemed effective upon receipt.

8.11 Costs. Except as otherwise provided in this Agreement, each party shall pay its own expenses with respect to the transactions under this Agreement.

8.12 Attorneys' Fees. In the event of any litigation between the parties with respect to this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and costs (including paralegal costs) whether incurred prior to trial, during trial, on appeal or in bankruptcy proceedings, from the non prevailing party or parties.

8.13 Recitals. The Recitals in this Agreement form an integral part of this Agreement and set forth the basis upon which the parties have entered into this Agreement.

8.14 Interpretation. In the interpreting of this Agreement, the singular shall include the plural and vice versa, and, unless the context otherwise requires, the word "including" shall mean "including, without limitation".

8.15 Radon Gas Notification. In accordance with the requirements of Florida law, the following notice is hereby given by the Sellers:

RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the Citrus County Public Health Center.

26

[SIGNATURE PAGES FOLLOW]

27

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses: DUKE ENERGY FLORIDA, INC.,

as the Company By: AAz Print 14ume'Ul As its: ,'(*COeATEf a rL)A 6EO

-..' ,.' , e"o '.k,..

, .v  %, (CORPORATE SEAL)

PrinoNaEy As to Company

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses: CITY OF ALACHIUA, a Seller C-7 -ýas Przt Name: nie:g Aat- .Q AC.CI As its: "X. .,

Printl*'ame: V=' 7r-\ V6.\* *(CORPORATE SEAL)

As to Seller

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses: CITY OF BUSHNELL, as a Seller Print Narne: OW721v &V.t,,,nota By: -&Z de

ý '1- I,&- - -

As its: tgIy " .- ", ) g A

print `Nam: 5ýn--At g1 U&,1, (CORPORATE SEAL)

'~~a i i-.. a As to Seller V,

)

a.,

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses: CITY OF GAINESVILLE D/B/A GAINESVILLE REGIONAL UTILITIES, as a Seller By.k- Kathy E. Viehe Print Name: " (kY\ " As its: Interim General Manager Prin Nm: 'Z4iq-pnt

......... l 1 (CORPORATE SEAL)

As to Seller

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses: CITY OF KISSIMMEE, as a Selle By: KL/.

As its: I It'1,/*-r4PcC,...

'.. Ž. ,. .1,

-,",'I. "."

Print Name:l (CORPORATE SEAL)'y - '

As to Seller vrm and legality City AtoMey oeu

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses: KISSIMMEE UTILITY AUTHORITY, S

'~

As to Seller

I IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses: CITY OF LEESBURG, By:

PrinNa e: ".

As it*/aor Print Name: S* OTh SEA CityClerk As to Seller

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses: CITY OF NEW SMYRNA BEACH, as a Seller By:

As its:

1aA &i2,J4,

- L 44 (CORPORATE SEAL)

As to Seller Witnesses: UTILITIES COMMISSION, CITY OF NEW SMYRNA BEACH, as a Seller By: Geea M As its: General Manager/CEO Prntae: Debr6 Simmons (CORPORATE SEAL)

As to Seller

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses: CITY OF OCALA.

asaSeller/

BY, Print ame: . /,-/ As~

Print Name: KSe~i- Aic- (CORPORATE SEAL)

As to Seller

IN WITNESS WHEREOF, each of the parties hereto has caused this Agrecment to be executed on its behalf as of the date first above written.

Witncsscs: ORLANDO ITIES COMMISSION, as a Seller By: _

a e:&.2~ikA ho Asits: -

(CORPORATE SEAL)

As to Seller Approved as to form and legality OUC Legal Deprtment DATE:ýw BYP1

CONSENT AND JOINDER The Undersigned is a "Wholesale Customer", as defined in the CR-3 Settlement Release, and Acquisition Agreement (the "Agreement") to which this Consent and Joinder is attached.

By execution of this Consent and Joinder, the Undersigned agrees with and will comply with the following sections of the Agreement, each of which applies to the Undersigned:

Sections 1, 2.8, 2.9, 2.10, 8.2, 8.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, Exhibit G, Exhibit H, Exhibit M and Schedule 2.8(b).

This Consent and Joinder has been duly and validly executed and delivered by the Undersigned and constitutes the legal, valid and binding obligations of the Undersigned.

Witnesses: CITY OF BARTOW, as a Wholesale Customer By:' }t 1~

r]iontN  : OAC7CLAr.KNF P . As its: N r (CORPORATE SEAL)

As to City of Bartow

CONSENT AND JOINDER The Undersigned is a "Wholesale Customer", as defined in the CR-3 Settlement Release, and Acquisition Agreement (the "Agreement") to which this Consent and Joinder is attached.

By execution of this Consent and Joinder, the Undersigned agrees with and will comply with the following sections of the Agreement, each of which applies to the Undersigned:

Sections 1, 2.8, 2.9, 2.10, 8.2, 8.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, Exhibit G, Exhibit H, Exhibit M and Schedule 2.8(b).

This Consent and Joinder has been duly and validly executed and delivered by the Undersigned and constitutes the legal, valid and binding obligations of the Undersigned.

Witnesses: CITY OF CHATTAHOOCHEE, as a Wholesale Customer*

Ptint Name:o*fLh.a ttaooh As it: M z G (CORPORATE SEAL)" -

As to City of Chattahoochee

CONSENT AND JOINDER The Undersigned is a "Wholesale Customer", as defined in the CR-3 Settlement Release, and Acquisition Agreement (the "Agreement") to which this Consent and Joinder is attached.

By execution of this Consent and Joinder, the Undersigned agrees with and will comply with the following sections of the Agreement, each of which applies to the Undersigned:

Sections 1, 2.8, 2.9, 2.10, 8.2, 8.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, Exhibit G, Exhibit H, Exhibit M and Schedule 2.8(b).

This Consent and Joinder has been duly and validly executed and delivered by the Undersigned and constitutes the legal, valid and binding obligations of the Undersigned.

Witnesses: CITY OF GAINESVILLE d/b/a GAINESVILLE REGIONAL UTILITIES, as a Wholesale Customer BAi: In*tr i. Viehe Print Name: m e".-. As its: Interim General Manager (CORPORATE SEAL)

As to Gainesville Regional Utilities

CONSENT AND JODER The Undersigned is a "Wholesale Customer", as defined in the CR-3 Settlement Release, and Acquisition Agreement (the "Agreement") to which this Consent and Joinder is attached.

By execution of this Consent and Joinder, the Undersigned agrees with and will comply with the following sections of the Agreement, each of which applies to the Undersigned:

Sections 1, 2.8, 2.9, 2.10, 8.2, 8.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, Exhibit G, Exhibit H, Exhibit M and Schedule 2.8(b).

This Consent and Joinder has been duly and validly executed and delivered by the Undersigned and constitutes the legal, valid and binding obligations of the Undersigned.

Witnesses: CITY OF HOMESTEAD, as a Wholý/e Customer Print Name: 8A-c6&r.,P--* Qtt..*fro n-s-As ts Print Name: . Qt.hae (CORPORATE SEAL)

As to City ofHomestead

CONSENT AND JOINDER The Undersigned is a "Wholesale Customer", as defined in the CR-3 Settlement Release, and Acquisition Agreement (the "Agreement") to which this Consent and Joinder is attached.

By execution of this Consent and Joinder, the Undersigned agrees with and will comply with the following sections of the Agreement, each of which applies to the Undersigned:

Sections 1, 2.8, 2.9, 2.10, 8.2, 8.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, Exhibit G, Exhibit H, Exhibit M and Schedule 2.8(b).

This Consent and Joinder has been duly and validly executed and delivered by the Undersigned and constitutes the legal, valid and binding obligations of the Undersigned.

Witnesses: CITY OF MOUNT DORA, as a ,VholceIc Cutomer Print Naine:

.LAý,d.

By.

As its, j e~

7Cd"-14 Print Name1 *,-LN4, . .,I- (CORPORATE SEAL)

As io City of Mount Dora

CONSENT AND JOINDER The Undersigned is a "Wholesale Customer", as defined in the CR-3 Settlement Release, and Acquisition Agreement (the "Agreement") to which this Consent and Joinder is attached.

By execution of this Consent and Joinder, the Undersigned agrees with and will comply with the following sections of the Agreement, each of which applies to the Undersigned:

Sections I, 2.8, 2.9, 2.10, 8.2, 8.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, Exhibit G, Exhibit H, Exhibit M and Schedule 2.8(b).

This Consent and Joinder has been duly and validly executed and delivered by the Undersigned and constitutes the leg , valid and binding obligations of the Undersigned.

Witnesses: -CITY OF NEW SMYRNA BEACH, as a Wholesale Customer Print Name: As its: &fhi r Print Nam MAV___l_

_ _ __" (CORPORATE SEAL)

A As to City of New Smyrna Beach Witnesses: UTILITIES COMMISSION, CITY OF NEW SMYRNA BEACH, as a Wholesale Customer By: 1-jLO e. 7tc L Print e: Bra chKeehn As its: General Manager/CEO ale: De ra Simmons (CORPORATE SEAL)

As to New Smiyrna Beach Utilities Commission

CONSENT AND JOINDER The Undersigned is a "Wholesale Customer", as defined in the CR-3 Settlement Release, and Acquisition Agreement (the "Agreement") to which this Consent and Joinder is attached.

By execution of this Consent and Joinder, the Undersigned agrees with and will comply with the following sections of the Agreement, each of which applies to the Undersigned:

Sections I, 2.8, 2.9, 2.10, 8.2, 8.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, Exhibit G, Exhibit H, Exhibit M and Schedule 2.8(b).

This Consent and Joinder has been duly and validly executed and delivered by the Undersigned and constitutes the legal, valid and binding obligations of the Undersigned.

Witnesses: CITY OF QUINCY, as a W esale Custom B : "I4a7oi:

As its:- Ha~ot PrintName:oo ) yvia HQcks (CORPORATE SEAL)

As to City of Quincy

CONSENT AND JOINDER The Undersigned is a "Wholesale Customer", as defined in the CR-3 Settlement Release, and Acquisition Agreement (the "Agreement") to which this Consent and Joinder is attached.

By execution of this Consent and Joinder, the Undersigned agrees with and will comply with the following sections of the Agreement, each of which applies to the Undersigned:

Sections 1, 2.8, 2.9, 2.10, 8.2, 8.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, Exhibit G, Exhibit H, Exhibit M and Schedule 2.8(b).

This Consent and Joinder has been duly and validly executed and delivered by the Undersigned and constitutes the legal, valid and binding obligations of the Undersigned.

Witnesses: CITY OF WILLISTON, as a Wo*esale ,-

By

'Print Name:of___il ___ V.i________n As its: C oLkv%'ILVt-C 49Zrc P'b e~-4 (CORPORATE SEAL)

A4s to City of Willision 28557719,13 41

CONSENT AND JOINDER The Undersigned is a "Wholesale Customer", as defined in the CR-3 Settlement Release, and Acquisition Agreement (the "Agreement") to which this Consent and Joinder is attached.

By execution of this Consent and Joinder, the Undersigned agrees with and will comply with the following sections of the Agreement, each of which applies to the Undersigned:

Sections 1, 2.8, 2.9, 2.10, 8.2, 8.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, Exhibit G, Exhibit H, Exhibit M and Schedule 2.8(b).

This Consent and Joinder has been duly and validly executed and delivered by the Undersigned and constitutes the legal, valid and binding obligations of the Undersigned.

Witnesses: FLORIDA MUNICIPAL POWER AGENCY (ALL REQUIREMENTS POWER SUPPLY PROJECT),

as a Wholesale Customer By: ;z 4 As its: General Manaa-crand CEO (CORPORATE SEAL)

As to FMPA

CONSENT AND JOINDER In consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City of Orlando hereby joins in and consents to the execution of the foregoing CR-3 Settlement, Release and Acquisition Agreement (the "Agreement") by the Orlando Utilities Commission as the project Participant. Subject to the terms and conditions and satisfaction of the conditions precedent set forth in the Agreement, the City of Orlando hereby agrees to execute: (a) the Special Warranty Deed and Bill of Sale, which is attached in final form as Exhibit K to the Agreement; and (b) the Consent and Joinder to the Mutual General Release, which is attached in final form as Exhibit C to the Agreement.

Except as set forth in the preceding sentence, the City of Orlando's consent herein does not operate to impose any obligation or liability upon the City whatsoever. OUC shall indemnify and hold the City of Orlando harmless against all costs and liability associated with any claim against the City of Orlando and arising out of this Agreement.

I W IT NESS WHEREOF, this Consent and Joinder is made this/ (I day of t-C,*.~v 2014.

CR 3 CONSENT AND JOINDER(FinnI09052014).Docx U..Meeini iptinp:

Signed, sealed and delivered in the presence of the following witnesses: THE CITY OF ORLANDO, a municipal corporation existing under the laws of the State of Florida Signature of Witness -

By: U Printed Name of Witness Mayor/Mayor Pro Tern Si~~ itness Printed Namrnf Witness (MUNICIPAL SEAL) By:

Alana C. Brenner, City Clerk Approved as to form and legality for use and reliance of the City of Orlando, Florida, only:

• . C;ry Attorney STATE OF FLORIDA COUNTY OF ORANGE I HEREBY CERTIFY that on this day of ýX6 -1 2014, before me, an officer duly authorized in the state and county aforesaid to take acknowledgments, personally appeared k*.,,4* .r'- and Alana C. Brenner respectively, the Mayor/Maywgyo Tern & City Clerk of the City of Orlando, a municipal corporation existing under the laws of the State of Florida, to me known to be the individuals and officers described herein and who executed the foregoing instrument on behalf of said City of Orlando and severally acknowledged the execution thereof to be their free act and deed as such officers thereunto duly authorized, and that the official seal of City of Orlando is duly affixed thereto and the instrument is the act and deed of said City.

NOTAWSPUBLIC:

Public - st

¶FlNotify o olida Sign:

Nm y comm. Explres Apr 4. 2017 P Commission # EE 558545 C Print:

" Through Nilional Notify Assn.

" iondd F State of Florida at Large (Seal)

My Commission Expires:

CR 3 CONSENT AND JOtNDER(Fina1O9052014) Docx

CONSENT AND JOINDER The Undersigned is the parent company of the Company, as defined in the CR-3 Settlement Release, and Acquisition Agreement (the "Agreement') to which this Consent and Joinder is attached. By execution of this Consent and Joinder, the Undersigned hereby agrees to guarantee the Company's obligations as set forth in the Agreement.

This Consent and Joinder has been duly and validly executed and delivered by the Undersigned and constitutcs the legal, valid and binding obligations of the Undersigned.

Witnesses: DUKE ENERGY CORPORATION, as the Company Parent By: a Print DNkme. y Lo r'e A. 5i'm< As its:t a)6d d6 (CORPORATE SEAL)

As to Dtfke Enjergy Corporation

EXHIBITS Exhibit "A" Schedule of Tenant in Common Interests of Sellers Exhibit "B" Legal Description of Realty/Site Exhibit "C" Form of General Release (Company and Sellers)

Exhibit "D" Form of Trust Conveyance Documents Exhibit "E" Allocation of Settlement Payment Exhibit "F' Assignment and Assumption Agreement Exhibit "G" Copies of Wholesale Customer Contracts Exhibit "H" Form of Wholesale Customer General Release (Company and Wholesale Customers)

Exhibit "I" Form of Closing Certificates Exhibit "J" Form of Opinion of Counsel for Sellers Exhibit "K" Form of Special Warranty Deed and Bill of Sale Exhibit "L" Form of Opinion of Counsel of Company Exhibit "M" Notice Provisions SCHEDULES Schedule 2.4 Allocation of $429,560.21 Schedule 2.6 Allocation of $1,311,402.90 Schedule 2.8(b) Allocation of Wholesale Customer Payments

EXIBIT "A" Schedule of Tenant in Common Interests of Sellers Applicable Tenant in Common Applicable Seller Undivided Percentage Interest in Realty City of Alachua 0.0779 City of Bushnell 0.0388 City of Gainesville 1.4079 City of Kissimmee/Kissimmee Utility 0.6754 Authority City of Leesburg 0.8244 City of New Smyrna Beach and 0.5608 Utilities Commission, City of New Smyrna Beach City of Ocala 1.3333 Orlando Utilities Commission 1.6015 A-I

EXHIBIT "B" Legal Description of Realty/Site B-I

Real property situated in Citrus County, Florida described as follows:

Commence at the Northwest comer of Section 33, Township 17 South, Range 16 East, Citrus County, Florida, said corner having plant coordinates of N 0+34.61 & E 0+36.85, and run S 000 58' 04" E, along the West boundary of said Section 33, a distance of 1,254.79 feet; thence East a distance of 1,456.95 feet to the Point of Beginning, said point having plant coordinates, S 12+20 & E 15+15; thence South, a distance of 63.98 feet; thence S 450 41' 57" W, a distance of 201.91 feet; thence West, a distance of 436.50 feet to the Point of Curvature of a curve concave Southeasterly and having a radius of 134.0 feet; thence run 210.49 feet along the arc of said curve, a chord bearing and distance of S 45* 00' 00" W, 189.50 feet to the Point of Tangency; thence South, 757.33 feet; thence East, 484.00 feet; thence North, 137.83 feet; thence East, 66.00 feet to the Point of Curvature of a curve concave Northwesterly and having a radius of 147.43 feet; thence run 149.75 feet along the arc of said curve, a chord bearing and distance of N 60' 54' 14" E, 143.40 feet to the Point of Tangency; thence N 310 47' 52" E, 87.01 feet to a curve concave Northerly and having a radius of 1183.72 feet; thence run 319.45 feet along the arc of said curve, a chord bearing and distance of N 730 50' 37" E, 318.48 feet to the Point of Tangency; thence N 670 31' 02" E 481.14 feet to the Point of Curvature of a curve concave Southerly and having a radius of 676.78 feet; thence run 265.05 feet along the arc of said curve, a chord bearing and distance of N 78' 43' 36" E, 263.36 feet to the Point of Tangency; thence N 890 53' 49" E, 200 feet; thence N 00° 06' 11 " W, 80.00 feet; thence S 89' 53' 49" W, 200 feet to the Point of Curvature of a curve concave Southerly and having a radius of 756.78 feet; thence run 296.31 feet along the arc of said curve, a chord bearing and distance of S 780 43' 36" W, 294.42 feet to the Point of Tangency; thence S 670 31' 02" W, 481.14 feet to the Point of Curvature of a curve concave Northerly and having a radius of 1103.72 feet; thence 241.24 feet along the arc of said curve, a chord bearing and distance of S 73* 59' 18" W, 240.76 feet; thence West, 150.57 feet; thence North, 204.70 feet; thence East, 60.00 feet; thence North, 161.00 feet; thence East, 437.55 feet; thence North, 353 feet; thence West, 397 feet to the Point of Beginning.

Containing 18.86 acres, more or less.

B-2

EXHIBIT "C" Form of Mutual General Release (Company and Sellers)

C-I

MUTUAL GENERAL RELEASE (Company and Sellers)

This Mutual General Release is effective on the Closing Date by and between Duke Energy Florida, Inc. (the "Company") and the City of Alachua, the City of Bushnell, the City of Gainesville d/b/a Gainesville Regional Utilities, the City of Kissimmee, Kissimmee Utility Authority, the City of Leesburg, the City of New Smyrna Beach and the Utilities Commission, City of New Smyrna Beach, the City of Ocala, and the Orlando Utilities Commission, who are minority owners of the Crystal River Unit 3 nuclear power plant ("IR-3") (collectively the "Participants").

WHEREAS, certain disputes have arisen or may arise by and between the Company and the Participants concerning the operation and maintenance of, and management of CR-3 by the Company, including but not limited to:

(i) the events, actions, or omissions related to the CR-3 outage that began on October 2, 2009, including but not limited to, the CR-3 steam generator replacement project (the "SGR Project");

(ii) the CR-3 containment building delaminations that occurred during the CR-3 outage that began on October 2, 2009 as part of the SGR Project and/or the repair activities and repair plans associated with the CR-3 containment building delaminations; (iii) the rights or obligations in or related to the CR-3 Participation Agreement dated July 31, 1975 resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans; (iv) the rights or obligations in or related to the Settlement Agreement and Mutual Release dated May 31, 2002 resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans; (v) the rights or obligations in or related to all potentially applicable CR-3 property and accidental outage policies with Nuclear Electric Insurance Limited ("NEIL")

resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations and/or the associated CR-3 delamination repair activities and repair plans; (vi) the decision by the Company to settle all potential claims with NEIL resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans under all applicable CR-3 property and accidental outage policies with NEIL; and/or (vii) the decision by the Company to retire and decommission CR-3 (collectively the "Participant Disputes").

C-2

WHEREAS, all defined terms contained in the CR-3 Settlement, Release, and Acquisition Agreement that are not defined herein are incorporated herein by this reference; WHEREAS, the Company and the Participants now desire to and do hereby resolve all issues between them in any way related to or connected with the Participant Disputes as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth below, and for other good and valuable consideration provided and received as acknowledged below by the execution of this Mutual General Release by the Company and the Participants, the Company and the Participants agree as follows:

I. The Participants, for themselves and their parents, subsidiaries, affiliates, directors, officers, agents, representatives, attorneys, successors, predecessors in interest, and assigns, do hereby fully and forever release, acquit, waive, discharge, and otherwise extinguish any and all of their rights, claims, and interests, of whatever kind or nature, in contract, in tort, or in law or equity, whether now known or unknown and that have arisen or that may arise in the future, from, in connection with, or relating in any way to the Participation Agreement or the Participants' ownership interest in CR3, including, without limitation, the Participant Disputes.

2. The Participants further, for themselves and their parents, subsidiaries, affiliates, directors, officers, agents, representatives, attorneys, successors, predecessors in interest, and assigns, do hereby fully and forever release, acquit, waive, and discharge, the Company, its parent, subsidiaries, affiliates, directors, officers, agents, employees, representatives, attorneys, insurers, successors, predecessors in interest, and assigns from any and all actions, causes of action, losses, claims, damages, and demands, of whatever kind or nature, in contract, in tort, or in law or equity, whether now known or unknown and that have arisen or that may arise in the future, from, in connection with, or relating in any way to the Participation Agreement or the Participants' ownership interest in CR3, including, without limitation, the Participant Disputes, any and all claims for attorneys' fees, costs and expenses relating to the Participation Agreement or the Participants' ownership interest in CR3, including, without limitation, the Participant Disputes, and any and all claims for fraud in the inducement or any similar claim relating to the CR3 Settlement, Release, and Acquisition Agreement and/or this Mutual General Release.

3. The Company further, for itself and its parent, subsidiaries, affiliates, directors, officers, agents, employees, representatives, attorneys, successors, predecessors in interest, and assigns, hereby fully and forever releases, acquits, waives, and discharges, the Participants and their parents, subsidiaries, affiliates, directors, officers, agents, representatives, attorneys, insurers, successors, predecessors in interest, heirs, and assigns, from any and all actions, causes of action, losses, claims, damages, and demands, of whatever kind or nature, in contract, in tort, or in law or equity, whether now known or unknown and that have arisen or that may arise in the future, from, in connection with, or relating in any way to the Participation Agreement or the Participants' ownership interest in CR3, including, without limitation, the Participant Disputes, any and all claims for attorneys' fees, costs and expenses relating to the Participation Agreement or the Participants' ownership interest in CR3, including, without limitation, the Participant Disputes, and any and all claims for fraud in the inducement or any similar claim relating to the CR3 Settlement, Release, and Acquisition Agreement and/or this Mutual General Release.

C-3

4. The Participants also for themselves and their parents, subsidiaries, affiliates, directors, officers, agents, representatives, attorneys, insurers, successors, predecessors in interest, and assigns, do hereby fully and forever release, acquit, waive, and discharge, the Company, its parent, subsidiaries, affiliates, directors, officers, agents, employees, representatives, attorneys, insurers, successors, predecessors in interest, and assigns from any and all actions, causes of action, losses, claims, damages, and demands, of whatever kind or nature, in contract, in tort, or in law or equity, whether now known or unknown and that have arisen or that may arise in the future, from, in connection with, or relating in any way to the allocation, and the amount of, any and all payments made by the Company to the Participants in accordance with the CR-3 Settlement, Release, and Acquisition Agreement, provided that such payments are made by the Company to the Participants in accordance with the terms of the CR-3 Settlement, Release, and Acquisition Agreement.

5. The Company and the Participants have entered into the CR-3 Settlement, Release, and Acquisition Agreement and/or this Mutual General Release solely in order to end the controversies between them, to avoid the risks and costs of arbitration or litigation, to conserve the time that arbitration or litigation would involve, and to obtain a compromise and final settlement of all the controversies between and among them related in any way to the Participation Agreement or the Participants' ownership interest in CR3, including, without limitation, the Participant Disputes. The Company and the Participants agree and acknowledge that the terms of the CR-3 Settlement, Release and Acquisition Agreement and this Mutual General Release are a full and complete, final, and binding compromise of the Participant Disputes, including but not limited to, attorneys' fees, costs, and expenses.

6. It is understood that the execution and performance of this Mutual General Release is not to be considered an admission by either the Company or the Participants of liability or damages, but is a full settlement and compromise of the Participant Disputes.

7. The Company and the Participants further represent and warrant that they have not made or suffered to be made any assignment, subrogation, sale, conveyance, or transfer of any right, claim, action, or cause of action released in this Mutual General Release. These representations and warranties and any other representations and warranties contained in this Mutual General Release are conditions of the performance of this Mutual General Release by the Company and the Participants, and the Company and the Participants have relied on them in entering into this Mutual General Release.

8. The Participants further represent and warrant that, either collectively or individually, they will not assist any third party in the third party's prosecution of claims against the Company related to the CR-3 steam generator replacement project or subsequent containment wall delaminations and retirement of CR-3 occurring before the Closing referenced in the CR-3 Settlement, Release, and Acquisition Agreement. Notwithstanding the preceding sentence, no Participant shall be in violation of this Section 8 of this Mutual General Release, or the CR-3 Settlement, Release and Acquisition Agreement, when disclosing information to a third party where such disclosure is necessary to comply with any laws, including but not limited to Chapters 119 and 286, Florida Statutes, (the "Florida Public Records Law") rules or orders of any court with competent jurisdiction, or when required to respond to any lawful subpoena or public records request.

C-4

9. The terms of this Mutual General Release are contractual and not a mere recital, and all agreements and understandings of the Company and the Participants with respect to the Participant Disputes are expressed and embodied in the CR-3 Settlement, Release, and Acquisition Agreement and/or this Mutual General Release. Nothing set forth in this Mutual General Release shall constitute a release or discharge of any rights, claims, interest or obligations (including, without limitation, any indemnification obligations) arising under the CR-3 Settlement, Release, and Acquisition Agreement or under any other documents executed by the parties thereto at the Closing thereunder. This Mutual General Release is in addition to, and not in limitation of, any of the provisions of the CR-3 Settlement, Release, and Acquisition Agreement, or the other closing documents referenced therein.

10. The Company and the Participants shall bear their own costs, expenses, and attorneys' fees incurred in connection with the Participant Disputes and the preparation, review, and execution of the CR-3 Settlement, Release, and Acquisition Agreement and/or this Mutual General Release.

11. If either the Company or any of the Participants commences an action to enforce or interpret any portion of this Mutual General Release, the prevailing party in such action (including any appeals) shall be paid by the other party the prevailing party's costs, expense, and reasonable attorneys' and paralegal fees and costs, to be awarded by the court.

12. This Mutual General Release shall be binding upon and shall inure to the benefit of the Company and the Participants and their respective predecessors in interest, successors, representatives, and assigns.

13. The Company and the Participants, through the persons executing this Mutual General Release on their behalf, represent and warrant that this Mutual General Release has been duly approved and authorized in accordance with applicable laws, regulations, resolutions, and by-laws so as to bind them and their parents, subsidiaries, affiliates, directors, officers, agents, representatives, attorneys, successors, predecessors in interest, and assigns, and that neither the Company nor any of the Participants shall later attempt to claim that the Mutual General Release was not duly approved and authorized.

14. In entering into this Mutual General Release, the Company and the Participants represent that they have been adequately represented in this matter by counsel of their choice, they have consulted legal counsel before executing this Mutual General Release, they have read and understood the terms of the Mutual General Release, and they are executing the Mutual General Release freely and voluntarily and without coercion or threats of any kind.

15. This Mutual General Release shall be construed and governed in accordance with the laws of the State of Florida.

C-5

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses: DUKE ENERGY FLORIDA, INC.

By:

Print Name: As its:

Print Name: (CORPORATE SEAL)

As to Company Witnesses: CITY OF By:

Print Name: As its:

Print Name: (CORPORATE SEAL)

As to Seller C-6

CONSENT AND JOINDER The City of Orlando hereby joins in and consents to the execution of the foregoing Mutual General Release by the Orlando Utilities Commission as the project Participant. OUC shall indemnify and hold the City of Orlando harmless against costs and liability associated with of any claim against the City and arising out of any of the matters set forth in the Mutual General Release.

IN WITNESS WHEREOF, this Consent and Joinder is made this - day of

,2014.

CITY OF ORLANDO, FLORIDA By:

Mayor ATTEST:

By:

C-7

EXHIBIT "D" Form of Trust Conveyance Documents D-1

INDEMNIFICATION AND HOLD HARMLESS AGREEMENT THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (the "Agreement") is made and entered into this _ day of _ _ , 201_, by and between CITY OF ALACHUA (the "City") and DUKE ENERGY FLORIDA, INC. (the "Company"), and is made in reference to the following facts:

RECITALS WHEREAS, City owns an undivided tenant in common interest in the nuclear generating unit known as Crystal River Unit 3 ("CR-3"), which City desires to transfer and convey to Company, and Company desires to acquire such undivided interest; and WHEREAS, certain disputes have arisen or may arise by and between the Company and the City, concerning the operation and maintenance of, and management of CR-3 by the Company, including but not limited to:

(a) the events, actions, or omissions related to the CR-3 outage that began on October 2, 2009, including but not limited to, the CR-3 steam generator replacement (the "SGR Project");

(b) the CR-3 containment building delaminations that occurred during the CR-3 outage that began on October 2, 2009 as part of the SGR Project and/or the repair activities and repair plans associated with the CR-3 containment building delaminations; (c) the rights or obligations in or related to the Participation Agreement, dated July 31, 1975 between City and Company (among others), resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans; (d) the rights or obligations in or related to the Settlement Agreement and Mutual Release dated May 31, 2002 resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans; (e) the rights or obligations in or related to all potentially applicable CR-3 property and accidental outage policies with Nuclear Electric Insurance Limited (NEIL) resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations and/or the associated CR-3 delamination repair activities and repair plans; (f) the decision by the Company to settle all potential claims with NEIL resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans under all applicable CR-3 property and accidental outage policies with NEIL; and/or

(g) the decision by the Company to retire and decommission CR-3; and WHEREAS, as a way of settling the Participant Disputes, the City and Company, among others, have entered into a CR-3 Settlement, Release, and Acquisition Agreement dated t 2014, all terms and provisions (including defined terms) of which are incorporated herein by this reference (the "Settlement Agreement"); and WHEREAS, Section 2.4 of the Settlement Agreement requires the City (among others) to transfer to Company at Closing all of City's right, title and interest in and to its CR-3 Decommissioning Trust, and all funds, proceeds and rights contained therein (collectively the "City's Decommissioning Trust"); and WHEREAS, as a condition to accepting the transfer of the City's Decommissioning Trust, the Company and the City have agreed to indemnify and hold the other harmless from certain items and matters, all as more specifically set forth herein.

NOW, THEREFORE, for and in consideration of the premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by both parties hereto, the parties agree as follows:

1. Recitals. The recitals of fact set forth above are true and correct and are by this reference made a part hereof.

2. Indemnification and Hold Harmless.

(a) At and after the Closing the City hereby indemnifies and holds Company, its parent, affiliates, directors, members, officers, employees, and agents, harmless from and against any and all actual, pending, or potential losses, costs, claims, damages, liabilities, fines, penalties, and expenses, including all attorneys' fees and all costs including paralegal costs, that the City is notified within two (2) years of the Closing in any way whatsoever of by the Company, its parent, affiliates, directors, members, officers, employees, or agents, any federal or state agency, or any trustee or agent of City's Decommissioning Trust, related to, arising out of, or relating in any way to : (i) the failure of City or any third party under the express or implied direction of the City, to have invested the funds in the City's Decommissioning Trust in accordance with all applicable rules and regulations (including regulatory guides) of the U. S.

Nuclear Regulatory Commission ("NRC"), the Florida Public Service Commission ("PSC"), or any other federal or state agency, or successor agency, that now has, has in the past had, or hereafter may have for two (2) years from the Closing, authority regarding the City's Decommissioning Trust, or the funds therein, as amended from time to time; (ii) the failure of City, or any third party under the express or implied direction of the City, to insure and protect against the illicit conversion of funds in the City's Decommissioning Trust for the Company's benefit; and/or (iii) the City's possession, management, operation, or use of City's Decommissioning Trust, including all funds contained therein, prior to the Closing, except to the extent that such losses, costs, claims, damages, liabilities, fines, penalties, or expenses are caused by or arise out of the City's actions taken in good faith at the direction of the Company pursuant to section 2.4 of the Settlement Agreement.

D-3

(b) At and after the Closing, Company, its parent, successors, and assigns, hereby indemnifies and holds the City, its parent, affiliates, directors, members, officers, employees, and agents, harmless from and against any and all actual, pending, or potential losses, costs, claims, damages, liabilities, fines, penalties, and expenses, including all attorneys' fees and all costs including paralegal costs, that the Company is notified in any way whatsoever of by the City, its parent, affiliates, directors, members, officers, employees, or agents, any federal or state agency, or any trustee or agent of City's Decommissioning Trust, related to, arising out of, or relating in any way to : (i) the failure of Company, to have invested the funds in the Company's Decommissioning Trust, excluding that portion of the Decommissioning Trust transferred by the City at Closing and covered by the City's indemnification in paragraph 2 above, in accordance with all applicable rules and regulations (including regulatory guides) of the U. S. Nuclear Regulatory Commission ("NRC"), the Florida Public Service Commission

("PSI"), or any other federal or state agency, or successor agency, that now has or has in the past had authority regarding the Company's Decommissioning Trust, or the funds therein, as amended from time to time; and/or (ii) the Company's possession, management, operation, or use of Company's Decommissioning Trust, excluding that portion of the Decommissioning Trust transferred by the City and covered by the City's indemnification in paragraph 2 above, including all funds contained therein, prior to and after the Closing.

(c) The City will fully cooperate with any regulatory inquiry from the NRC, the PSC, or any other federal or state agency, including any successor agency, that now has, has in the past had, or hereafter may have for two (2) years from the Closing, authority regarding the City's Decommissioning Trust, or the funds therein, with respect to the management of, and activities associated with, the City's Decommissioning Trust that occur prior to Closing, including, but not limited to, providing the Company with assistance in responding to any Public Records requests, Requests For Information, discovery requests, or any other requests or demands for information of any kind in any NRC, PSC, or other federal or state agency investigation, proceeding, or regulatory review, whether formal or informal, and whether civil, criminal, or administrative in nature. The City shall further notify the Company in writing immediately of any regulatory inquiry it receives from the NRC, the PSC, or any other federal or state agency regarding the City's Decommissioning Trust, or the funds therein, or any actual or potential claim for indemnity under this Agreement. The obligations of City set forth in this Section 2(c) shall expire two years after the date of Closing, unless the Company separately agrees to pay all costs of City's cooperation after such expiration.

(d) Should the City seek indemnification pursuant to the terms of this Agreement, it shall notify the Company in writing of any claims for which indemnity is sought, after receiving any information concerning any actual or potential claims that could result in a claim for indemnity by the City under this Agreement. The Company shall fully cooperate in the defense of any such claim, and shall make available to the City all pertinent information under its control relating thereto.

(e) Should the Company seek indemnification pursuant to the terms of this Agreement, it shall notify the City in writing of any claims for which indemnity is sought, after receiving any information concerning any actual or potential claims that could result in a claim for indemnity by the Company under this Agreement. The City agrees that the Company shall be entitled to name the counsel to defend any claims for which it is or may be indemnified under D-4

this Agreement, whether or not Company is a party to any arbitration, action, cause of action, proceeding, or regulatory investigation or review related to such claims, and the City shall fully cooperate with the attorneys and agents retained by the Company for such defense, at the sole cost and expense of the City. In the event that the defendants in any action shall include both the Company and the City, and the City shall have concluded to the reasonable satisfaction of the Company that counsel selected by the Company has a conflict of interest because of the availability of different or individual defenses to the City, then, in that case, the City shall have the right to select separate counsel to participate in the defense of such action on its own behalf and at its own expense (but while still paying the cost of defense of the Company), and subject to the Company's right to control the defense of such action. The City shall fully cooperate in the defense of any such claim, and shall make available to the Company all pertinent information under its control relating thereto. The City further agrees that the Company shall have the right, at its sole election, to pay, compromise, settle, or defend such action, and the City shall not enter into any settlement or compromise of such action without the prior written consent of the Company.

(f) The provisions of this Agreement are in addition to, and not in limitation of, any of the provisions of the CR-3 Settlement, Release, and Acquisition Agreement, or the other closing documents referenced therein.

3. Payment of Claims. The indemnifying party does hereby covenant and agree to promptly pay all items set forth in Section 2 above, upon the indemnified party's demand, and to satisfy all final, non-appealable judgments recovered in relation thereto.

4. Applicable Law. This Agreement has been negotiated and signed in the State of Florida. As such, this Agreement, and all matters relating thereto, shall be governed by the laws of the State of Florida without regard to its principles of conflicts of law. The sole and exclusive venue for any action, suit, or proceeding brought under this Agreement shall be Pinellas County, Florida.

5. Modification. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement may be modified only by an instrument in writing signed by both parties hereto.

6. Attorneys Fees. The non-prevailing party shall pay the reasonable costs, expenses and attorneys fees incurred by the prevailing party in any formal or informal proceedings to resolve any disputes arising out of or related to the representations, warranties, terms, conditions, promises or covenants contained in this Agreement, whether incurred during the original proceeding or activities, or in any bankruptcy, appellate or other review proceedings.

7. Authorization. The Company and City respectively represent and warrant to each other that this Agreement has been duly authorized, executed, and delivered by each of them, and is valid and enforceable in accordance with its terms, and that compliance by each of them, respectively, with the terms and conditions hereof will not conflict with, result in a breach of, or be adversely affected by any terms and conditions of any agreement or instrument to which either is a party, or by which either may be bound, or any judgment, order, law, statute or regulation to which either is subject.

D-5

8. Notices. All notices, consents, waivers, approvals and other communications under this Agreement shall be in writing and shall be sent by nationally recognized overnight courier service, or via U. S. mail, postage prepaid, and addressed as follows:

To the Company:

To City:

The person to be notified and the address, may be changed by either party by giving written notice as herein provided. All notices shall be deemed given on the date of receipt.

9. Amendment. Neither this Agreement nor any provisions hereof may be waived, modified, or amended except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, or amendment is sought and then only to the extent set forth in such instrument.

10. No Third Party Beneficiaries. This Agreement is for the benefit of the parties hereto and not for the benefit of any other person or entity.

t1. Successors and Assigns. Each and all covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors in interest, assigns, and legal representatives of the parties hereto.

[SIGNATURE PAGES FOLLOW]

D-6

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, and shall be deemed to have executed such, on the day and year first above written.

Signed, sealed and delivered DUKE ENERGY FLORIDA, INC.

in the presence of:

By:

Print Name:______________ Name:

Title:

Print Name: (CORPORATE SEAL)

As to Company STATE OF FLORIDA )

COUNTY OF PINELLAS )

The foregoing instrument was acknowledged before me this day of 201 , by , the President of DUKE ENERGY FLORIDA, INC., on behalf of the corporation.

Personally Known OR Produced Identification Type of Identification Provided SIGNATURE NAME LEGIBLY PRINTED, TYPEWRITTEN OR STAMPED (SEAL) NOTARY PUBLIC My Commission Expires:

D-7

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, and shall be deemed to have executed such, on the day and year first above written.

Witnesses: CITY OF ALACHUA By:

Print Name: As its:

Print Name: (CORPORATE SEAL)

As to City STATE OF FLORIDA )

COUNTY OF The foregoing instrument was acknowledged before me this day of 1201 , by ,the of the City of Alachua, on behalf of the City.

Personally Known OR Produced Identification Type of Identification Provided SIGNATURE NAME LEGIBLY PRINTED, TYPEWRITTEN OR STAMPED (SEAL) NOTARY PUBLIC My Commission Expires:

D-8

CR-3 Settlement Assignment and Assumption Agreement This Assignment and Assumption Agreement is made this day of

, 2014, by and between

("Assignor"), a beneficiary under that certain Trust Agreement (hereinafter "the Trust") dated July 19, 1990, as amended, between Florida Municipal Power Agency (as agent for Assignor and others) and Sun Bank, National Association, n/k/a SunTrust Bank, and Duke Energy Florida, Inc.

("Assignee").

1. For value received, Assignor hereby assigns to Assignee all of Assignor's right, title and interest in the Trust and has directed and hereby directs the Florida Municipal Power Agency to terminate Assignor's interest in the Trust and to pay over and transfer all of Assignor's interest therein to Assignee.

2. Accepting the aforesaid Assignment, Assignee hereby assumes all of Assignor's right, title and interest in the Trust and all of Assignor's duties and obligations in regard to the Crystal River Unit 3 Nuclear Plant and the decommissioning thereof, less and except the Sellers' NDT Indemnification Obligations, as defined in the CR-3 Settlement, Release and Acquisition Agreement between Assignor and Assignee, among others, executed effective 2014.

D-9

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses:

Print Name: By:

Its:

Print Name:

Assignor Witnesses:

Print Name: By:

Its:

Print Name:

Assignee D-10

Certification of Trust for the TRUST FUND FOR THE CRYSTAL RIVER UNIT 3 PARTICIPANTS UNDER TRUST FUND AGREEMENT DATED JULY 19, 1990 This Certification of Trust is signed by the current Trustee of the Trust Fund under Trust Fund Agreement between the Florida Municipal Power Agency, as agent for the City of Alachua, City of Bushnell, City of Gainesville, City of Leesburg, City of Ocala, Kissimmee Utility Authority and Sebring Utilities Commission, as Grantor (hereinafter "Settlor"), and Sun Bank, National Association, as Trustee (hereinafter "Trustee"), dated July 19, 1990, as amended, who declares as follows:

1. The Trust exists, and the trust instrument establishing it was executed on July 19, 1990, as amended by an Amendment thereto dated March 24, 1992, which removed the Sebring Utilities Commission as a Crystal River Unit 3 Participant, and by an Amendment thereto dated December 4, 200 1.

2. The Settlor of the Trust is the Florida Municipal Power Agency (as agent for the City of Alachua, City of Bushnell, City of Gainesville, City of Leesburg, City of Ocala and Kissimmee Utility Authority hereinafter collectively referred to as the "Crystal River Unit 3 Participants"), as Grantor, and Sun Bank, National Association, as Trustee.

3. The Trustee of the Trust is SunTrust Bank, a Georgia banking corporation, f/k/a Sun Bank, National Association.

4. Excerpts from the trust agreement that establish the Trust, designate the Trustee and set forth the powers of the Trustee will be provided upon request. The powers of the Trustee include the powers to sell, exchange, convey, transfer, or otherwise dispose of any property held by it, by public or private sale, as necessary for prudent management of the Fund and to make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out its powers.

5. The Trust is irrevocable.

6. The Trustee has been advised by the Settlor that each of the Crystal River Unit 3 Participants has assigned all of its right, title and interest in the Trust to Duke Energy Florida, Inc. and the Trustee has received a certificate duly executed by the Secretary of the Settlor attesting to the occurrence of the events giving rise to the necessity for such assignments and attesting that decommissioning is proceeding pursuant to a Nuclear Regulatory Commission approved Plan (the "Plan"), and the funds thus assigned and withdrawn will be expended for activities undertaken pursuant to the Plan.

7. The Trustee has also received from the Settlor written instructions signed on behalf of the Settlor in a manner sufficient to bind the Settlor, to transfer all the Trust funds in which the Crystal River Unit 3 Participants, or any of them, have a right, title or interest to Duke Energy Florida, Inc. in Trust, under its existing decommissioning Trust fund.

D-II

8. Title to assets held in the Trust shall be titled as:

SunTrust Bank as Trustee of the Trust Fund under Trust Fund Agreement between the Florida Municipal Power Agency, as agent for the City of Alachua, City of Bushnell, City of Gainesville, City of Leesburg, City of Ocala and Kissimmee Utility Authority, as Grantor, and Sun Bank, National Association, as Trustee, under Agreement dated July 19, 1990, as amended.

9. Any alternative description shall be effective to title assets in the name of the Trust or to designate the Trust as a beneficiary if the description includes the name of at least one initial or successor trustee, any reference indicating that property is being held in a fiduciary capacity, and the date of the Trust.

10. The Trust has not been revoked, modified or amended in any way that would cause the representations in this Certification of Trust to be incorrect.

Witnesses: SunTrust Bank By:

Print Name: Its:

Print Name:

STATE OF )

COUNTY OF _______

)

The foregoing instrument was acknowledged before me this day of t 2014, by (who is personally known to me or who provided as identification) as of SunTrust Bank, a banking corporation organized under the laws of the State of Georgia, on behalf of said Bank.

D-12

Notary Public My commission expires:

D-13

EXHIBIT "E" Allocation of Settlement Payment Applicable Portion of Applicable Seller Purchase Price and Allocation Purchased Interest Settlement Payment I. City of Alachua $23.90 $606,379.37

2. City of Bushnell $11.90 $371,338.50

3. City of Gainesville $431.87 $9,559,811.47

4. Kissimmee Utility Authority $207.18 $6,997,155.16

5. City of Leesburg $252.88 $7,847,491.15

6. City of New Smyrna Beach and $172.02 $4,355,287.69 Utilities Commission, City of New Smyrna Beach

7. City of Ocala $408.99 $12,691,727.25

8. Orlando Utilities Commission $491.26 $12,568,809.41

9. TOTAL $54.998.000.0 E-I

EXHIBIT "F' Form of Assignment and Assumption Agreement F-I

ASSIGNMENT AND ASSUMPTION AGREEMENT (Participation Agreement)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated this day of 20 , by and between ("Assi.nor") and Duke Energy Florida, Inc., a Florida corporation ("Assignee");

WHEREAS, Assignee, certain participants and Assignor have entered into a Participation Agreement dated as of July 31, 1975, as amended (the "Participation Agreement"); and WHEREAS, pursuant to that certain CR-3 Settlement, Release, and Acquisition Agreement, dated _ , 20._ ("Acquisition Agreement"), Assignor has undertaken to assign its interest, rights and obligations in and to the Participation Agreement to the Assignee, effective as of the date above first written (the "Closing Date"); and it hereby terminates its status as a Participant under the Participation Agreement.

NOW THEREFORE, in consideration of their mutual covenants and intending to be legally bound, the parties hereto agree as follows:

1. Assignment of Participation Agreement. Assignor does hereby assign and transfer to Assignee, and its successors and assigns, Assignor's entire right, title and interest, and, except as provided below, all obligations and liabilities in and to the Participation Agreement.

Provided however, Assignor shall remain fully liable for its obligations and liabilities as set forth in the Indemnification and Hold Harmless Agreement being executed by Assignor and Assignee on or about the date hereof (the "Indemnification Agreement"). Capitalized terms not defined in this Agreement shall have the respective meanings set forth in the Acquisition Agreement.

2. Representation and Warranties of Assignor. Assignor, for itself, its successors and assigns, hereby represents and warrants as follows: that it has fulfilled, or taken all action reasonably necessary to enable it to fulfill when due, all of its obligations under the Participation Agreement; it is not in default or breach thereunder; that there is no event or condition existing which, with notice or lapse of time or both, would constitute a breach or default thereunder; that Assignor has received no notice of any dispute, cancellation, termination or any breach or default thereunder; that the Participation Agreement is valid, binding and enforceable in accordance with its terms; that the Participation Agreement is assignable by Assignor to Assignee without the further consent of any third party; and that no rents, royalties, or other income sources to Assignor derived under the Participation Agreement have been prepaid.

3. Acceptance. In consideration of Assignor's assignment and transfer as described in Section 1 above, Assignee does hereby accept assignment of the Assignor's interest in the Participation Agreement, and hereby assumes and agrees to discharge the Assignor's obligations arising out of the Participation Agreement, except for: (a) the Assignors' obligations and liabilities under the Indemnification Agreement; and (b) Assignor's breach or default under the Indemnification Agreement.

4. Savings Clause. The Participation Agreement shall continue in full force and effect as to the Company and any remaining party to the Participation Agreement.

F-2

5. No Third Party Beneficiaries. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and the other Releasees and shall not run to the benefit of any other persons or entities.

[SIGNATURE PAGE FOLLOWS]

F-3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.

Attest: ASSIGNOR:

Seller of By:

Name: By:

Title:

Name:

Title:

Date of Signature:

ASSIGNEE:

Duke Energy Florida, Inc., a Florida corporation By:

Name:

Title:

Date of Signature:.

F-4

STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this _ day of 20._...__, by , as of the Seller of , on behalf of Seller. He/she is personally known to me or has produced as identification.

NOTARY PUBLIC

[AFFIX NOTARIAL SEAL] Print Name Commission No.:

STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of 20 ,by , as of Duke Energy Florida, a corporation, on behalf of the corporation. He/she is personally known to me or has produced as identification.

NOTARY PUBLIC

[AFFIX NOTARIAL SEAL] Print Name Commission No.:

F-5

EXHIBIT "G" Copies of Wholesale Customer Contracts G-l

EXHIBIT "H" Form of Wholesale Customers Mutual General Release H-i

MUTUAL GENERAL RELEASE (Company and Wholesale Customers)

This Mutual General Release is effective on the Closing Date by and between Duke Energy Florida, Inc. (the "Company") and the City of Chattahoochee, the City of Gainesville d/b/a Gainesville Regional Utilities, City of Homestead, the City of Mount Dora, the City of Williston, the City of Quincy, the City of New Smyrna Beach and Utilities Commission, City of New Smyrna Beach, the City of Bartow, and the Florida Municipal Power Agency (All-Requirements Power Supply Project), who are or were purchasers of capacity, energy, or both under wholesale power contracts with the Company that included or involves the actual or potential contribution of capacity, energy, or both from the Crystal River Unit 3 nuclear power plant ("CR-3") (collectively the "Wholesale Customers").

WHEREAS, the Company and the Wholesale Customers entered into contracts for the sale by the Company and the purchase by the Wholesale Customers of capacity, energy, or both that included or includes the actual or potential contribution of capacity, energy, or both from CR-3 (collectively the "Wholesale Customers Contracts");

WHEREAS, the Wholesale Customer Contracts are listed in Exhibit "G" to the CR-3 Settlement, Release, and Acquisition Agreement and included and made a part of this Mutual General Release as Attachment 1 to this Mutual General Release (the "Settlement/Acquisition Agreement");

WHEREAS, all defined terms contained in the Settlement/Acquisition Agreement that are not defined herein are incorporated herein by this reference; WHEREAS, certain disputes have arisen or may arise by and between the Company and the Wholesale Customers under the Wholesale Customers Contracts concerning the operation and maintenance of, and management of CR-3 by the Company on or before the Closing Date, including but not limited to:

(i) the events, actions, or omissions related to the CR-3 outage that began on October 2, 2009, including but not limited to, the CR-3 steam generator replacement project

("SGR Project");

(ii) the CR-3 containment building delaminations that occurred during the CR-3 outage that began on October 2, 2009 during the SGR Project and/or the repair activities and repair plans associated with the CR-3 containment building delaminations; (iii) the rights or obligations in or related to the Wholesale Customer Contracts resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans; (iv) the rights or obligations in or related to all potentially applicable CR-3 property and accidental outage policies with Nuclear Electric Insurance Limited ("NEIL")

resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the H-2

CR-3 containment building delaminations and/or the associated CR-3 delamination repair activities and repair plans; (v) the decision by the Company to settle all potential claims with NEIL resulting from or related to the CR-3 outage that began on October 2, 2009, the SGR Project, the CR-3 containment building delaminations, and/or the associated CR-3 delamination repair activities and repair plans under all applicable CR-3 property and accidental outage policies with NEEL; and/or (vi) the decision by the Company to retire and decommission CR-3 (collectively the "Wholesale Customer Disputes").

WHEREAS, the Company and the Wholesale Customers now desire to and do hereby resolve all issues between them in any way related to or connected with the Wholesale Customer Disputes as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth below, and for other good and valuable consideration provided and received as acknowledged below by the execution of this Mutual General Release by the Company and the Wholesale Customers, the Company and the Wholesale Customers agree as follows:

1. The Wholesale Customers, for themselves and their parents, subsidiaries, affiliates, directors, officers, agents, representatives, attorneys, successors, predecessors in interest, and assigns, do hereby fully and forever release, acquit, waive, discharge, and otherwise extinguish any and all of their rights, claims, and interests, of whatever kind or nature, in contract, in tort, or in law or equity, whether now known or unknown and that have arisen or that may arise in the future, from, in connection with, or relating in any way to the Wholesale Customer Disputes.

2. The Wholesale Customers further, for themselves and their parents, subsidiaries, affiliates, directors, officers, agents, representatives, attorneys, successors, predecessors in interest, and assigns, do hereby fully and forever release, acquit, waive, and discharge, the Company, its parent, subsidiaries, affiliates, directors, officers, agents, employees, representatives, attorneys, insurers, successors, predecessors in interest, and assigns from any and all actions, causes of action, losses, claims, damages, and demands, of whatever kind or nature, in contract, in tort, or in law or equity, whether now known or unknown and that have arisen or that may arise in the future, from, in connection with, or relating in any way to the Wholesale Customer Disputes, any and all claims for attorneys' fees, costs and expenses relating to the Wholesale Customer Disputes, and any and all claims for fraud in the inducement or any similar claim relating to the Settlement/Acquisition Agreement, the Wholesale Customer Contracts, and/or this Mutual General Release.

3. The Company, for itself and its parent, subsidiaries, affiliates, directors, officers, agents, employees, representatives, attorneys, successors, predecessors in interest, and assigns, hereby fully and forever releases, acquits, waives, and discharges, the Wholesale Customers and their parents, subsidiaries, affiliates, directors, officers, agents, representatives, attorneys, insurers, successors, predecessors in interest, heirs, and assigns, from any and all actions, causes H-3

of action, losses, claims, damages, and demands, of whatever kind or nature, in contract, in tort, or in law or equity, whether now known or unknown and that have arisen or that may arise in the future, from, in connection with, or relating in any way to the Wholesale Customer Disputes, any and all claims for attorneys' fees, costs and expenses relating to the Wholesale Customer Disputes, and any and all claims for fraud in the inducement or any similar claim relating to the Settlement/Acquisition Agreement, the Wholesale Customer Contracts, and/or this Mutual General Release.

4. The Wholesale Customers also for themselves and their parents, subsidiaries, affiliates, directors, officers, agents, representatives, attorneys, insurers, successors, predecessors in interest, heirs, and assigns, do hereby fully and forever release, acquit, waive, and discharge, the Company, its parent, subsidiaries, affiliates, directors, officers, agents, employees, representatives, attorneys, insurers, successors, predecessors in interest, and assigns from any and all actions, causes of action, losses, claims, damages, and demands, of whatever kind or nature, in contract, in tort, or in law or equity, whether now known or unknown and that have arisen or that may arise in the future, from, in connection with, or relating in any way to the allocation, and the amount of, any and all payments made by the Company to the Wholesale Customers in accordance with the Settlement/Acquisition Agreement provided that such payments are made by the Company to the Participants in accordance with the terms of the Settlement/Acquisition Agreement.

5. The Company and the Wholesale Customers have entered into this Mutual General Release solely in order to end the controversies between them, to avoid the risks and costs of arbitration or litigation, to conserve the time that arbitration or litigation would involve, and to obtain a compromise and final settlement of all the controversies between and among them related in any way to the Wholesale Customer Disputes. The Company and the Wholesale Customers agree and acknowledge that the terms of the Mutual General Release are a full and complete, final, and binding compromise of the Wholesale Customer Disputes, including but not limited to, attorneys' fees, costs, and expenses.

6. It is understood that the execution and performance of this Mutual General Release is not to be considered an admission by either the Company or the Wholesale Customers of liability or damages, but is a full settlement and compromise of the Wholesale Customer Disputes.

7. The Company and the Wholesale Customers further represent and warrant that they have not made or suffered to be made any assignment, subrogation, sale, conveyance, or transfer of any right, claim, action, or cause of action released in this Mutual General Release.

These representations and warranties and any other representations and warranties contained in this Mutual General Release are conditions of the performance of this Mutual General Release by the Company and the Wholesale Customers, and the Company and the Wholesale Customers have relied on them in entering into this Mutual General Release.

8. The Wholesale Customers further represent and warrant that, either collectively or individually, they will not assist any third party in the third party's prosecution of claims against the Company related to the CR-3 steam generator replacement project or subsequent containment wall delaminations and retirement of CR-3 occurring before the closing referenced in the H-4

Settlement/Acquisition Agreement. Notwithstanding the preceding sentence, no Participant shall be in violation of this Section 8 of this Mutual General Release, or the CR-3 Settlement, Release and Acquisition Agreement, when disclosing information to a third party where such disclosure is necessary to comply with any laws, including but not limited to Chapters 119 and 286, Florida Statutes, (the "Florida Public Records Law") rules or orders of any court with competent jurisdiction, or when required to respond to any lawful subpoena or public records request. -

9. The terms of this Mutual General Release are contractual and not a mere recital, and all agreements and understandings of the Company and the Wholesale Customers with respect to the Wholesale Customer Disputes are expressed and embodied in this Mutual General Release and the Joinder and Consent to the Settlement/Acquisition Agreement. The Company and the Wholesale Customers shall bear their own costs, expenses, and attorneys' fees incurred in connection with the Wholesale Customer Disputes and the preparation, review, and execution of this Mutual General Release.

10. If either the Company or any of the Wholesale Customers commences an action to enforce or interpret any portion of this Mutual General Release, the prevailing party in such action (including any appeals) shall be paid by the other party the prevailing party's costs, expense, and reasonable attorneys' and paralegal fees and costs, to be awarded by the court.

l1. This Mutual General Release shall be binding upon and shall inure to the benefit of the Company and the Wholesale Customers and their respective predecessors in interest, successors, representatives, and assigns.

12. The Company and the Wholesale Customers, through the persons executing this Mutual General Release on their behalf, represent and warrant that this Mutual General Release has been duly approved and authorized in accordance with applicable laws, regulations, resolutions, and by-laws so as to bind them, and that neither the Company nor any of the Wholesale Customers shall later attempt to claim that this Mutual General Release was not duly approved and authorized.

13. In entering into this Mutual General Release, the Company and the Wholesale Customers represent that they have been adequately represented in this matter by counsel of their choice, they have consulted legal counsel before executing this Mutual General Release, they have read and understood the terms of this Mutual General Release, and they are executing the Mutual General Release freely and voluntarily and without coercion or threats of any kind.

14. This Mutual General Release shall be construed and governed in accordance with the laws of the State of Florida.

[SIGNATURE PAGE FOLLOWS]

H-5

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

Witnesses: DUKE ENERGY FLORIDA, INC.

By:

Print Name:_______________ As its:

Print Name:______________ (CORPORATE SEAL)

As to Company Witnesses: CITY OF By:

Print Name: As its:

Print Name: (CORPORATE SEAL)

As to Wholesale Customer H-6

EXHIBIT "r' Form of Closine Certificate 1-1

CLOSING CERTIFICATE of

[SELLER NAME]

[SELLER NAME], a Florida municipal corporation ("City"), hereby certifies to DUKE ENERGY FLORIDA, INC., a Florida corporation ("Duke"), with respect to that certain CR-3 Settlement, Release and Acquisition Agreement entered into as of ,2014 by and between the City and Duke, among others (the "Agreement"), that:

I. All defined terms contained in the Agreement are incorporated herein by this reference.

2. All representations and warranties of City set forth in Section 3 of the Agreement, and the information in all lists, certificates, documents, exhibits and other writings delivered by City to Duke pursuant to the Agreement, are true and correct on and as of the Effective Date of the Agreement, and are true and correct in all material respects on and as of the date of this Closing Certificate.

[Signature Page Follows]

1-2

This Closing Certificate of City is dated _, 201-.

[SELLER NAME]

By:

Name:

Title:

1-3

CLOSING CERTIFICATE of DUKE ENERGY FLORIDA, INC.

DUKE ENERGY FLORIDA, INC., a Florida corporation ("Duke"), hereby certifies to

[SELLER NAME], a Florida municipal corporation ("City"), with respect to that certain CR-3 Settlement, Release and Acquisition Agreement entered into as of ,2014 by and between Duke and the City, among others (the "Agreement"), that:

1. All defined terms contained in the Agreement are incorporated herein by this reference.

2. All representations and warranties of Duke set forth in Section 4 of the Agreement, and the information in all lists, certificates, documents, exhibits and other writings delivered by Duke to City pursuant to the Agreement, are true and correct on and as of the Effective Date of the Agreement, and are true and correct in all material respects on and as of the date of this Closing Certificate.

[Signature Page Follows]

[-4

This Closing Certificate of City is dated ,201.-.

DUKE ENERGY FLORIDA, INC.

By:

Name:

Title:

1-5

EXHIBIT "J" Form of Opinion of Counsel for Sellers J-1

Date Gentlemen:

I am General Counsel to ("Seller") and have acted as counsel to Seller in connection with the execution and delivery of that certain CR-3 Settlement, Release and Acquisition Agreement dated as of _, 2014 (the "Acquisition Agreement") between Duke Energy Florida ("Company") and the Seller.

In so acting, I have examined originals or copies of the Acquisition Agreement and have relied as to factual matters upon the representations and warranties contained in each such document (such reliance does not include the representations contained in Section 3.1, Section 3.2 and Section 3.3 of the Acquisition Agreement). I have also examined originals or copies, certified or otherwise identified to my satisfaction, of all Seller records, documents, agreements and other instruments, certificates, opinions and correspondence with public officials, certificates of officers and representatives of Seller, and a written opinion from counsel (the "FMPA Opinion") to the Florida Municipal Power Agency ("FMPA") (concerning the specific matters referred to in paragraph (b) and (c) below only), and made such other investigations as I have deemed necessary or advisable for the purposes of rendering the opinions set forth herein. I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies. This opinion is issued to you pursuant to Section 6.2 of the Acquisition Agreement.

This opinion letter is limited to the matters expressly stated herein. No opinions are to be inferred or implied beyond the opinions expressly so stated.

This opinion letter has been prepared and is to be construed in accordance with the "Report on Third-Party Legal Opinion Customary Practice in Florida, dated December 3, 2011" (the "Report"). The Report is incorporated by reference into this opinion letter.

In rendering the opinions set forth herein, we have relied, without investigation, on each of the assumptions implicitly included in all opinions of Florida counsel that are set forth in the Report in "Common Elements of Opinions - Assumptions."

When used in this opinion letter, the phrases "to our knowledge," "known to us" or the like means the conscious awareness of the lawyers in the "primary lawyer group" of factual matters such lawyers recognize as being relevant to the opinion or confirmation so qualified.

Such phrases do not imply that we have undertaken any independent investigation within our firm, with the Seller or with any third party to determine the existence or absence of any facts or circumstances, and no inference should be drawn merely from our past or current representation of the Seller. Where any opinion or confirmation is qualified by the phrase "to our knowledge,"

"known to us" or the like, it means that the lawyers in the "primary lawyer group" are without J-2

any actual knowledge or conscious awareness that the opinion or confirmation is untrue in any respect material to the opinion or confirmation. For purposes of this opinion letter, "primary lawyer group" means: (i) the lawyer who signs his or her name or the name of the firm to this opinion letter, and (ii) the lawyers currently in the firm who are actively involved in preparing or negotiating this opinion letter.

Based upon the foregoing and subject to the further qualifications and limitations set forth below, I am of the opinion-that:

(a) Seller is a municipality of the State of Florida which has the requisite power and authority to execute and deliver the Acquisition Agreement and to perform its obligations thereunder.

(b) The execution, delivery and performance by Seller of the Acquisition Agreement has been duly authorized by all necessary actions on the part of Seller, does not contravene any law, or any government rule, regulation or any order applicable to Seller or its properties, and does not and will not contravene the provisions of, cause the acceleration of any rights under, cause the creation of any lien under, or constitute a default under, any material agreement, resolution or other instrument known to me after due inquiry to which Seller is a party or by which Seller is bound. In rendering the foregoing opinion concerning laws or government rules, regulations or orders that concern utilities, I have relied upon the FMPA Opinion without further investigation, that Seller entering into the Acquisition Agreement does not contravene any rule of the Florida Public Service Commission or chapter 366, Florida Statutes, governing utilities regulation.

(c) All requisite governmental and regulatory approvals and consents required to be obtained by Seller for the execution, delivery and performance by Seller of the Acquisition Agreement have been obtained. The execution, delivery and performance of the Acquisition Agreement does not require Seller to (i) obtain any consent of any creditor, lessor, mortgagee, co-participant, co-owner of the Purchased Interest or other party to any agreement or instrument to which Seller is a party or by which Seller or any of its properties are bound, except as provided in Section 9.2 of the CR-3 Participation Agreement dated July 31, 1975, or (ii) notify or obtain any permit, authorization or approval of any federal, state or local authority, other than the Seller's governing body. In rendering the foregoing opinion concerning approvals and consents of state governmental entities with jurisdiction over utilities, or concerning permits, authorizations or approval of any federal, state or local authority with jurisdiction over utilities, I have relied upon the FMPA Opinion without further investigation, that Seller entering into the Acquisition Agreement does not contravene any rule of the Florida Public Service Commission or chapter 366, Florida Statutes, governing utilities regulation.

(d) The Acquisition Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its respective terms.

(e) There are no actions, suits or proceedings pending or, to my knowledge, threatened against Seller with respect to the Acquisition Agreement, or any of the transactions thereunder, before any court or administrative body or agency having jurisdiction over Seller J-3

with respect to the Acquisition Agreement (including, without limitation, any arbitrations, Worker's Compensation or other administrative proceedings, condemnation proceedings, criminal prosecutions or governmental investigations) or which would have a material adverse effect on the Seller's ability to perform its obligations under the Acquisition Agreement.

(f) The Special Warranty Deed and Bill of Sale and the Assignment and Assumption Agreement dated the date hereof, between Seller, as "Grantor" or "Assignor", and Company, as "Grantee" or "Assignee", as the case may be, are in sufficient form to transfer the title or to assign, the rights, title, and interest each purports to transfer or assign, and, upon execution and delivery of the Special Warranty Deed and Bill of Sale and the Assignment and Assumption Agreement, such title to the portion of the Purchased Interest that constitutes real property, and such title to the portion of Purchased Interest that constitutes personal property, and Seller's entire right, title, and interest in the Participation Agreement shall be effectively transferred to Company as set forth in those documents. All terms used in this letter shall be deemed to have the definitions set forth in the Conveyance Documents except as otherwise specifically set forth herein. The "Conveyance Documents" is meant collectively, the Acquisition Agreement, the Assignment and Assumption Agreement, and the Special Warranty Deed and Bill of Sale.

(g) The Settlement-Related Documents are valid, binding, and enforceable against the Seller.

My opinion that any document is valid, binding, or enforceable in accordance with its terms is qualified as to:

(i) limitations imposed by bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance or transfer, or other laws relating to or affecting the rights of creditors generally; (ii) general principles of equity, including, without limitation, the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iii) rulings, orders or decrees of the Nuclear Regulatory Commission, the Federal Energy Regulatory Commission, and the Florida Public Service Commission; and (iv) judicial discretion, and the valid exercise of sovereign police powers of the State of Florida and the constitutional powers of the United States of America.

No opinion is expressed herein with respect to any provision of the Acquisition Agreement or Conveyance Documents that: (a) purports to excuse a party from liability for the party's own acts; (b) purports to authorize a party to act in the party's sole discretion or purports to provide that determination by a party is conclusive; (c) requires waivers or amendments to be made only in writing; (d) purports to effect waivers of: (i) constitutional, statutory or equitable rights, (ii) the effect of applicable laws, (iii) any statute of limitations, (iv) broadly or vaguely stated rights, (v) unknown future defenses, or (vi) rights to damages; (e) concerns choice of forum, consent or submission to the personal or subject matter jurisdiction of courts, venue of actions, means of service of process, waivers of rights to jury trials, and agreements regarding arbitration; (f) purports to require a party thereto to pay or reimburse attorneys' fees incurred by J-4

another party, or to indemnify another party therefor, which provisions may be limited by applicable statutes and decisions relating to the collection and award of attorneys' fees; (g) enumerates that remedies are not exclusive or that a party has the right to pursue multiple remedies without regard to other remedies elected or that all remedies are cumulative; (h) constitutes severability provisions; (i) permits the exercise, under certain circumstances, of rights without notice or without providing opportunity to cure failures to perform; or (j) purports to entitle any party to specific performance of any provision thereof.

No opinions are expressed with respect to the status of title to the Real Estate. We have assumed as to matters of title and priority that the Seller has good title to the Real Estate.

I do not purport to express any opinion herein concerning any laws other than the laws of the State of Florida and the federal laws of the United States of America, all as in effect on the date hereof.

This opinion is furnished by me at your request for your sole benefit and no other person or entity shall be entitled to rely on this opinion without our express written consent. This opinion is limited to the matters stated herein, and no opinion is implied or may be implied or may be inferred beyond matters expressly stated herein.

This opinion letter speaks only as of the date hereof. We assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts or other developments, whether existing before or first arising after the date hereof, that might change the opinions expressed above.

Yours truly, CITY OF By:

J-5

EXHIBIT "J 1" Form of Opinion of Counsel for Seller, City of Kissimmee il-I

Date Gentlemen:

I am the City Attorney for the City of Kissimmee ("Seller") and have acted as counsel to Seller in connection with the execution and delivery of that certain CR-3 Settlement, Release and Acquisition Agreement dated as of , 2014 (the "Acquisition Agreement") between Duke Energy Florida ("Company") and the Seller.

In so acting, I have examined originals or copies of the Acquisition Agreement and have relied as to factual matters upon the representations and warranties contained in each such document (such reliance does not include the representations contained in Section 3.1, Section 3.2 and Section 3.3 of the Acquisition Agreement). I have also examined originals or copies, certified or otherwise identified to my satisfaction, of all Seller records, documents, agreements and other instruments, certificates, opinions and correspondence with public officials, and certificates of officers and representatives of Seller and made such other investigations as I have deemed necessary or advisable for the purposes of rendering the opinions set forth herein. I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies. This opinion is issued to you pursuant to Section 6.2 of the Acquisition Agreement.

This opinion letter is limited to the matters expressly stated herein. No opinions are to be inferred or implied beyond the opinions expressly so stated.

This opinion letter has been prepared and is to be construed in accordance with the "Report on Third-Party Legal Opinion Customary Practice in Florida, dated December 3, 2011" (the "Report"). The Report is incorporated by reference into this opinion letter.

In rendering the opinions set forth herein, we have relied, without investigation, on each of the assumptions implicitly included in all opinions of Florida counsel that are set forth in the Report in "Common Elements of Opinions - Assumptions."

When used in this opinion letter, the phrases "to our knowledge," "known to us" or the like means the conscious awareness of the lawyers in the "primary lawyer group" of factual matters such lawyers recognize as being relevant to the opinion or confirmation so qualified.

Such phrases do not imply that we have undertaken any independent investigation within our firm, with the Seller or with any third party to determine the existence or absence of any facts or circumstances, and no inference should be drawn merely from our past or current representation of the Seller. Where any opinion or confirmation is qualified by the phrase "to our knowledge,"

"known to us" or the like, it means that the lawyers in the "primary lawyer group" are without any actual knowledge or conscious awareness that the opinion or confirmation is untrue in any respect material to the opinion or confirmation. For purposes of this opinion letter, "primary J1-2

lawyer group" means: (i) the lawyer who signs his or her name or the name of the firm to this opinion letter, and (ii) the lawyers currently in the firm who are actively involved in preparing or negotiating this opinion letter.

Based upon the foregoing and subject to the further qualifications and limitations set forth below, I am of the opinion-that:

(a) Seller is a municipality of the State of Florida which has the requisite power and authority to execute and deliver the Acquisition Agreement and to perform its obligations thereunder.

(b) The execution, delivery and performance by Seller of the Acquisition Agreement has been duly authorized by all necessary actions on the part of Seller, does not contravene any law, or any government rule, regulation or any order applicable to Seller or its properties, and does not and will not contravene the provisions of, cause the acceleration of any rights under, cause the creation of any lien under, or constitute a default under, any material agreement, resolution or other instrument known to me after due inquiry to which Seller is a party or by which Seller is bound.

(c) All requisite governmental and regulatory approvals and consents required to be obtained by Seller for the execution, delivery and performance by Seller of the Acquisition Agreement have been obtained. The execution, delivery and performance of the Acquisition Agreement does not require Seller to (i) obtain any consent of any creditor, lessor, mortgagee, co-participant, co-owner of the Purchased Interest or other party to any agreement or instrument to which Seller is a party or by which Seller or any of its properties are bound, except as provided in Section 9.2 of the CR-3 Participation Agreement dated July 31, 1975, or (ii) notify or obtain any permit, authorization or approval of any federal, state or local authority, other than the Seller's governing body.

(d) The Acquisition Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its respective terms.

(e) There are no actions, suits or proceedings pending or, to my knowledge, threatened against Seller with respect to the Acquisition Agreement, or any of the transactions thereunder, before any court or administrative body or agency having jurisdiction over Seller with respect to the Acquisition Agreement (including, without limitation, any arbitrations, Worker's Compensation or other administrative proceedings, condemnation proceedings, criminal prosecutions or governmental investigations) or which would have a material adverse effect on the Seller's ability to perform its obligations under the Acquisition Agreement.

(f) The Special Warranty Deed and Bill of Sale and the Assignment and Assumption Agreement dated the date hereof, between Seller, as "Grantor" or "Assignor", and Company, as "Grantee" or "Assignee", as the case may be, are in sufficient form to transfer the title or to assign, the rights, title, and interest each purports to transfer or assign, and, upon execution and delivery of the Special Warranty Deed and Bill of Sale and the Assignment and Assumption Agreement, such title to the portion of the Purchased Interest that constitutes real property, and 11-3

such title to the portion of Purchased Interest that constitutes personal property, and Seller's entire right, title, and interest in the Participation Agreement shall be effectively transferred to Company as set forth in those documents. All terms used in this letter shall be deemed to have the definitions set forth in the Conveyance Documents except as otherwise specifically set forth herein. The "Conveyance Documents" is meant collectively, the Acquisition Agreement, the Assignment and Assumption Agreement, and the Special Warranty Deed and Bill of Sale.

(g) The Settlement-Related Documents are valid, binding, and enforceable against the Seller.

My opinion that any document is valid, binding, or enforceable in accordance with its terms is qualified as to:

(i) limitations imposed by bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance or transfer, or other laws relating to or affecting the rights of creditors generally; (ii) general principles of equity, including, without limitation, the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iii) rulings, orders or decrees of the Nuclear Regulatory Commission, the Federal Energy Regulatory Commission, and the Florida Public Service Commission; (iv) representations made by the general counsel to Seller, KUA, as KUA has acted as the owner holding all legal and beneficial rights, title and obligations related to the City's entitlements under the Participation Agreement and therefore I, the Company and the Sellers, collectively, must rely on the KUA general counsel's representations and those set forth in the KUA general counsel's opinion letter regarding this Acquisition Agreement as additional authority and support for the representations set forth in this letter; and (v) judicial discretion, and the valid exercise of sovereign police powers of the State of Florida and the constitutional powers of the United States of America.

No opinion is expressed herein with respect to any provision of the Acquisition Agreement or Conveyance Documents that: (a) purports to excuse a party from liability for the party's own acts; (b) purports to authorize a party to act in the party's sole discretion or purports to provide that determination by a party is conclusive; (c) requires waivers or amendments to be made only in writing; (d) purports to effect waivers of: (i) constitutional, statutory or equitable rights, (ii) the effect of applicable laws, (iii) any statute of limitations, (iv) broadly or vaguely stated rights, (v) unknown future defenses, or (vi) rights to damages; (e) concerns choice of forum, consent or submission to the personal or subject matter jurisdiction of courts, venue of actions, means of service of process, waivers of rights to jury trials, and agreements regarding arbitration; (f) purports to require a party thereto to pay or reimburse attorneys' fees incurred by another party, or to indemnify another party therefor, which provisions may be limited by applicable statutes and decisions relating to the collection and award of attorneys' fees; (g) enumerates that remedies are not exclusive or that a party has the right to pursue multiple remedies without regard to other remedies elected or that all remedies are cumulative; (h)

Jl.-4

constitutes severability provisions; (i) permits the exercise, under certain circumstances, of rights without notice or without providing opportunity to cure failures to perform; or () purports to entitle any party to specific performance of any provision thereof.

No opinions are expressed with respect to the status of title to the Real Estate. We have assumed as to matters of title and priority that the Seller has good title to the Real Estate.

I do not purport to express any opinion herein concerning any laws other than the laws of the State of Florida and the federal laws of the United States of America, all as in effect on the date hereof.

This opinion is furnished by me at your request for your sole benefit and no other person or entity shall be entitled to rely on this opinion without our express written consent. This opinion is limited to the matters stated herein, and no opinion is implied or may be implied or may be inferred beyond matters expressly stated herein.

This opinion letter speaks only as of the date hereof. We assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts or other developments, whether existing before or first arising after the date hereof, that might change the opinions expressed above.

Yours truly, CITY OF By:

JI -5

EXHIBIT "K" Form of Special Warranty Deed and Bill of Sale K-I

Property Appraiser's Parcel ID No.

SPECIAL WARRANTY DEED AND BILL OF SALE THIS Indenture, made this day of , 20_ , between

("Grantor") and Duke Energy Florida, Inc., a Florida corporation

("Grantee").

WITNESSETH WHEREAS, Grantor is the legal or beneficial owner, or both, of an undivided _

tenant in common interest in a nuclear generating plant known as Crystal River Unit No. 3 situated on certain lands in Citrus County, Florida, as more fully described herein (hereinafter referred to as "CR-3"); and WHEREAS, Grantee desires to purchase and acquire, and Grantor desires to sell, convey and transfer Grantor's entire undivided  % tenant in common interest in CR-3 to the Grantee; NOW, THEREFORE, Grantor, in consideration of the sum of Ten Dollars ($10.00); and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby bargains, sells, conveys and transfers to Grantee, and Grantee's successors and assigns forever, Grantor's entire _  % undivided interest as tenant in common, in and to the following described real and personal property:

(a) Real property situated in Citrus County, Florida:

Commence at the Northwest corner of Section 33, Township 17 South, Range 16 East, Citrus County, Florida, said corner having plant coordinates of N 0+34.61 &

E 0+36.85, and run S 00° 58' 04" E, along the West boundary of said Section 33, a distance of 1,254.79 feet; thence East a distance of 1,456.95 feet to the Point of Beginning, said point having plant coordinates, S 12+20 & E 15+15; thence South, a distance of 63.98 feet; thence S 45 41' 57" W, a distance of 201.91 feet; thence West, a distance of 436.50 feet to the Point of Curvature of a curve concave Southeasterly and having a radius of 134.0 feet; thence run 210.49 feet along the arc of said curve, a chord bearing and distance of S 450 00' 00" W, K-2

189.50 feet to the Point of Tangency; thence South, 757.33 feet; thence East, 484.00 feet; thence North, 137.83 feet; thence East, 66.00 feet to the Point of Curvature of a curve concave Northwesterly and having a radius of 147.43 feet; thence run 149.75 feet along the arc of said curve, a chord bearing and distance of N 600 54' 14" E, 143.40 feet to the Point of Tangency; thence N 310 47' 52" E, 87.01 feet to a curve concave Northerly and having a radius of 1183.72 feet; thence run 319.45 feet along the arc of said curve, a chord bearing and distance of N 730 50' 37" E, 318.48 feet to the Point of Tangency; thence N 67* 31' 02" E 481.14 feet to the Point of Curvature of a curve concave Southerly and having a radius of 676.78 feet; thence run 265.05 feet along the arc of said curve, a chord bearing and distance of N 78* 43' 36" E, 263.36 feet to the Point of Tangency; thence N 890 53' 49" E, 200 feet; thence N 000 06' 11" W, 80.00 feet; thence S 890 53' 49" W, 200 feet to the Point of Curvature of a curve concave Southerly and having a radius of 756.78 feet; thence run 296.31 feet along the arc of said curve, a chord bearing and distance of S 78* 43' 36" W, 294.42 feet to the Point of Tangency; thence S 67" 31' 02" W, 481.14 feet to the Point of Curvature of a curve concave Northerly and having a radius of 1103.72 feet; thence 241.24 feet along the arc of said curve, a chord bearing and distance of S 730 59' 18" W, 240.76 feet; thence West, 150.57 feet; thence North, 204.70 feet; thence East, 60.00 feet; thence North, 161.00 feet; thence East, 437.55 feet; thence North, 353 feet; thence West, 397 feet to the Point of Beginning. Containing 18.86 acres, more or less.

Together, with all licenses, profits, easements, rights of way, development rights and entitlements, and all other tangible and intangible rights that are appurtenant or associated therewith or thereto, and all buildings, power plants, structures, improvements and all fixtures located thereon.

(b) Structures, equipment and facilities now or hereafter constructed and installed in or on the above described real property, including, but not limited to, the following:

A nuclear steam supply system of the pressurized water type.

A steam turbine-generator with a design nameplate turbine capability of 858.9 MW, and designed to take steam from the nuclear steam supply system.

Containment for the nuclear steam supply system.

All auxiliary equipment and other engineered safeguards associated with the foregoing.

An administration building, machine shop, warehouse, public information facility and other support buildings located adjacent to said units. (This does not include support buildings that are Common or External Facilities.)

K-3

A radioactive waste treatment and control system or systems and all associated equipment.

Cooling water system(s).

Generator step-up bank consisting of four transformers rated at 316 MVA each. Standby auxiliary power transformation equipment and related facilities.

CR-3 control and communication facilities and associated buildings or equipment not included in Common or External Facilities.

All other right, title and interest of Grantor in and to CR-3.

(collectively the "Property").

TO HAVE AND TO HOLD THE PROPERTY IN FEE SIMPLE FOREVER.

Grantor covenants that the foregoing real and personal property is free of all encumbrances imposed by or through Grantor; that lawful seisin of and good right to sell, convey and transfer such Property is vested in Grantor; and that Grantor does fully warrant such title to such Property and will defend forever the same against the lawful claims of all persons claiming by or through Grantor, but none other.

WHEREFORE, Grantor has caused this instrument to be executed by its duly authorized officers on the day and year first above written.

Signed, sealed and delivered CITY OF in the presence of:

By:

Name:

Title:

Print Name Attest:

Name:

Print Name

Title:

(AFFIX CORPORATE SEAL)

K-4

STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this _ day of

20. , by ___, as the of the Seller of , on behalf of Seller. He/she is personally known to me or has produced as identification.

NOTARY PUBLIC Print Name

[AFFIX NOTARIAL SEAL] Commission No.:___________

K-5

EXHIBIT "L" Form of Opinion of Counsel of Company L-I

Date Gentlemen: [Opinion UnderReview]

I am Deputy General Counsel to Duke Energy Florida, Inc. ("Duke") and in such capacity and together with attorneys in Duke's Legal Department acting under my supervision, have acted as counsel to Duke in connection with the execution and delivery of that certain CR-3 Settlement, Release and Acquisition Agreement dated as of _ , 2014 (the "Acquisition Agreement") between Duke and the City of Alachua, City of Bushnell, City of Gainesville, Kissimmee Utility Authority, City of Leesburg, City of New Smyrna Beach and the New Smyrna Beach Utilities Commission, City of Ocala, and the Orlando Utilities Commission (collectively the "Sellers").

In so acting, I have examined originals or copies of the Acquisition Agreement and have relied as to factual matters upon the representations and warranties contained in that document (such reliance does not include the representations contained in Section 4.1, Section 4.2 and Section 4.3 of the Acquisition Agreement). I or attorneys in Duke's Legal Department acting under my supervision have also examined originals or copies, certified or otherwise identified to our satisfaction, of all Duke's corporate records, documents, agreements and other instruments, certificates, opinions and correspondence with public officials, and certificates of officers and representatives of Duke and made such other investigations as I have deemed necessary or advisable for the purposes of rendering the opinions set forth herein. As to all matters of fact covered thereby, I have relied, without independent investigation or verification, thereon. I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies.

This opinion is issued to you pursuant to Section 7.2 of the Acquisition Agreement. All defined terms contained in the Agreement are incorporated herein by this reference.

Based upon the foregoing and subject to the further qualifications and limitations set forth below, I am of the opinion that:

(a) Duke is a corporation, incorporated under the laws of the State of Florida, and it has the requisite power and authority to execute and deliver the Acquisition Agreement and to perform its obligations thereunder.

(b) The execution, delivery and performance by Duke of the Acquisition Agreement has been duly authorized by all necessary actions on the part of Duke, does not contravene any law, or any government rule, regulation or any order applicable to Duke or its properties, and does not and will not contravene the provisions of, cause the acceleration of any rights under, cause the creation of any lien under, or constitute a default under, any material agreement, resolution or other instrument known to me after due inquiry to which Duke is a party or by which Duke is bound.

(c) All requisite governmental and regulatory approvals and consents required to be obtained by Duke for the execution, delivery and performance by Duke of the Acquisition Agreement have been obtained. The execution, delivery and performance of the Acquisition L-2

Agreement does not require Duke to: (i) obtain any consent of any creditor, lessor, mortgagee, co-participant, co-owner of the Purchased Interests or other party to any agreement or instrument to which Duke is a party or by which Duke or any of its properties are bound, except as provided in Section 9.2 of the CR-3 Participation Agreement dated July 31, 1975, or (ii) notify or obtain any permit, authorization or approval of any federal, state or local authority, other than Duke's governing body.

(d) The Acquisition Agreement has been duly and validly authorized, executed and delivered by Duke and constitutes a legal, valid and binding obligation of Duke, enforceable in accordance with its terms.

(e) There are no actions, suits or proceedings pending or, to my knowledge, threatened against Duke with respect to the Acquisition Agreement, or any of the transactions thereunder, before any court or administrative body or agency having jurisdiction over Duke with respect to the Acquisition Agreement (including, without limitation, any arbitrations, Worker's Compensation or other administrative proceedings, condemnation proceedings, criminal prosecutions or governmental investigations) or which would have a material adverse effect on Duke's ability to perform its obligations under the Acquisition Agreement.

(f) The Settlement-Related Documents that are executed by Duke are valid, binding, and enforceable against Duke.

My opinion that any document is valid, binding, or enforceable in accordance with its terms is qualified as to:

(i) limitations imposed by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other laws relating to or affecting the rights of creditors generally; (ii) general principles of equity, including, without limitation, the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iii) rulings, orders or decrees of the Nuclear Regulatory Commission, the Federal Energy Regulatory Commission, and the Florida Public Service Commission; and (iv) judicial discretion, and the valid exercise of sovereign police powers of the State of Florida and the constitutional powers of the United States of America.

I do not purport to express any opinion herein concerning any laws other than the laws of the State of Florida and the federal laws of the United States of America, all as in effect on the date hereof.

This opinion speaks as of the date hereof, and I assume no obligation to update or supplement such opinion to reflect any fact or circumstance that may hereafter come to my attention or any changes in law that may hereafter occur or become effective. This opinion is furnished by me at your request for your sole benefit and no other person or entity shall be entitled to rely on this opinion without my express written consent. This opinion is limited to the L-3

matters stated herein, and no opinion is implied or may be implied or may be inferred beyond matters expressly stated herein.

Yours truly, By:

Deputy General Counsel L-4

EXHIBIT "M" Notice Provisions If to Gainesville Regional Utilities at:

If to Duke Energy Florida at:

John Stanton Dianne Triplett Assistant General Manager of Energy Associate General Counsel Supply Duke Energy Florida, Inc. Gainesville Regional Utilities 299 1st Avenue North, FL 151 P.O. Box 147117, Station A137 St. Petersburg, FL 33701 Gainesville, FL 32614-7117 (727) 820-4692 (phone) Phone 352-393-1789 (727) 820-5041 (fax) Fax 352-334-2786 dianne.triplett@duke-energy.com Email StantonJW@gru.com With a copy to: If to Kissimmee Utility Authority at:

Alex Glenn, State President - Florida Larry Mattern Duke Energy Florida, Inc. Vice President of Power Supply 299 1st Avenue North, FL 151 Kissimmee Utility Authority St. Petersburg, FL 33701 1701 W. Carroll St.

(727) 820-5587 (phone) Kissimmee, FL 34741 alex.glenn @duke-energy.com Phone 407-933-9840 Fax 407-846-6485 If to the City of Alachua at: Email lmattern@kua.com Traci Cain With a copy to:

City Manager City of Alachua Grant Lacerte P.O. Box 9 General Counsel Alachua, Florida 32616-0009 Kissimmee Utilities Authority Phone 386-418-6 100 1701 W. Carroll St.

Fax 386-462-1985 Kissimmee, FL 34741 Email tcain@cityofalachua.com Phone 407-933-9810 Fax 407-846-6485 If to the City of Bushnell at: Email glacerte@kua.com Bruce Hickle If to the City of Kissimmee at:

City Manager City of Bushnell Don Smallwood, Esq.

PO Box 115 City Attorney Bushnell, FL 33513 City of Kissimmee Phone 352-793-2591 Kissimmee City Hall Fax 352-793-2711 101 Church Street bhickle@cityofbushnellfl.com Kissimmee, FL 34741 M-1

Orlando Utilities Commission If to the City of Leesburg at: P. O. Box 3193 Orlando, FL 32802 Patrick Foster Phone 407-423-9100 ext. 43135 Director of Electric Fax 407-384-4067 City of Leesburg Email jaspuru@ouc.com 2010 Griffin Road Leesburg, FL 34749 If to the City of Orlando at:

Phone 352-728-9834 Fax 352-728-9809 Real Estate Division Manager Email Patrick.foster@ leesburgflorida.gov City of Orlando 400 S. Orange Ave.

If to the Utilities Commission, City of P.O. Box 4990 New Smyrna Beach at: Orlando, Fl 32802-4990 Phone 407-246-2653 General Manager/CEO Fax 407-246-3129 Utilities Commission of New Smyrna Beach Email laurie.botts@cityoforlando.net 200 Canal Street New Smyrna Beach, FL 32168 Phone 386-424-3001 If to the City of Bartow at:

Fax 386-424-2713 Email dsimmons@ucnsb.org George Long City Manager If to the City of New Smyrna Beach at: City of Bartow 450 N. Wilson Avenue City Manager Bartow, FL 33830 City of New Smyrna Beach Phone 863-534-0100 210 Sams Avenue Fax 863-534-0114 New Smyrna Beach, FL 32168 Email glong@cityofbartow.net 386-424-2108 If to the City of Chattahoochee at:

If to the City of Ocala at:

Lee Garner Matt Brower City Manager City Manager City of Chattahoochee The City of Ocala 115 Lincoln Drive 110 SE Watula Ave. Chattahoochee, Florida 32324 Ocala, FL 34471 Phone 850-663-4475 Phone 352-401-3976 Fax 850-663-4233 Fax 352-629-8391 Email citymgr@ fairpoint.net Email mbrower@ocalafl.org If to FMPA at:

If to Orlando Utilities Commission at:

Nicholas P. Guarriello Jan Aspuru General Manager and CEO Vice President, Power Production Florida Municipal Power Agency M-2

8553 Commodity Circle 423 W. Washington St.

Orlando, FL 32819 Quincy, FL 32351-2328 Phone 407-355-7767 Phone 850-618-0030, ext. 8275 Fax 407-355-5794 Fax 850-875-7357 Email nick.guarriello @fmpa.com Email mwade@myquincy.net With a copy to: If to the City of Williston at:

Office of the General Counsel Scott Lippmann 2061-2 Delta Way (32303) City Manager P. 0. Box 3209 The City of Williston Tallahassee, FL 32315-3209 P.O. Drawer 160 Phone 850-297-2011 Williston, FL 32696-0160 Fax 850-297-2014 Phone 352-528-3060 Email dan.ohagan@ fmpa.com Fax 352-528-2877 And - iody.finklea@fmpa.com Email scott.lippmann@ci.williston.fl.us And - fred.bryant@fmpa.com If to the City of Homestead at:

Barbara Quifiones Director of Utilities City of Homestead Homestead Energy Services 675 N. Flagler Ave.

Homestead, FL 33030 Phone 305-224-4704 Fax 305-224-4769 Email bquinones@homesteadenergy.org If to the City of Mount Dora at:

Charles Revell Electric Utility Manager The City of Mount Dora 1250 N. Highland Street Mount Dora, FL 32756-0176 Phone 352-735-7155, ext. 1802 Fax 352-735-1539 Email revellc @ci.mount-dora.fl.us If to the City of Quincy at:

Mike Wade Director of Utilities The City of Quincy M-3

SCHEDULE 2.4 Allocation of $429,560.21 Allocation of $429,560.21 CR-3 Applicable Seller Decommission Trust Withdrawal

1. City of Alachua $5,132.33

2. City of Bushnell $2,556.28

3. City of Gainesville $92,757.33

4. Kissimmee Utility Authority $44,497.70

5. City of Leesburg $54,314.33

6. City of New Smyrna Beach and $36,947.45 Utilities Commission, City of New Smyma Beach

7. City of Ocala $87,842.42

8. Orlando Utilities Commission $105,512.37 S2.4- 1

SCHEDULE 2.6 Allocation of $1,311,402.90 Applicable Seller Refund Amount

1. City of Alachua $24,232.86

2. City of Bushnell $8,973.66

3. City of Gainesville d/b/a Gainesville Regional Utilities $219,706.52

4. Kissimmee Utility Authority $156,206.51

5. City of Leesburg $153,664.85

6. City of New Smyrna Beach and Utilities Commission, City of New Smyrna Beach $129,701.82

7. City of Ocala $248,521.76

8. Orlando Utilities Commission $370,394.92 Total $1,311,402.90 S2.6- 1

SCHEDULE 2.8(b)

Allocation of Wholesale Customer Payments Wholesale Purchaser Cash Payment

1. City of Bartow $293,864.40

2. City of Chattahoochee $515,355.17

3. City of Gainesville d/b/a Gainesville Regional Utilities $618,534.33

4. City of Homestead $4,034,848.80

5. City of Mt. Dora $1,284,526.58

6. City of New Smyrna Beach and Utilities Commission, City of New Smyrna Beach $916,219.41

7. City of Quincy $105,284.73

8. City of Williston $421,562.43

9. Florida Municipal Power Agency (All-Requirements Power Supply Project) $209,804.15 Total $8,400,000.00 S2.8(b)- I

/

DUKE ENERGY FLORIDA, INC.

DOCKET NUMBER 50 - 302 LICENSE NUMBER DPR - 72 ATTACHMENT F DECOMMISSIONING TRUST AGREEMENT

AMENDED AND RESTATED NUCLEAR DECOMMISSIONING TRUST AGREEMENT THIS NUCLEAR DEC?)MMISSIONING TRUST AGREEMENT (the "Agreement"), dated as of thef day of May, 2008 between Florida Power Corporation, d/b/a Progress Energy Florida, Inc., a corporation duly organized and existing under the laws of the State of Florida, having its principal office at 410 S. Wilmington Street - PEB19A3, Raleigh, NC 27601 (the "Company"), and State Street Bank and Trust Company, as Trustee, having its principal office at 2 Avenue de Lafayette, Boston, MA 02111 (the "Trustee");

WHEREAS, the Company owns an undivided 91.7806% interest in and operates the Crystal River Unit 3 Nuclear Generating Plant (the "Unit"); and WHEREAS, the Internal Revenue Code of 1986 (as from time to time amended, the "Code") incorporated several Sections relating to the costs incurred for the decommissioning of a nuclear reactor, including Section 468A (as from time to time amended, "Section 468A") which, among other things, permits the owner of a nuclear reactor to elect the application of Section 468A and thereby be allowed as a deduction, subject to certain limitations and qualifications, the amount of payments made to a Nuclear Decommissioning Reserve Fund (as defined in Section 468A); and WHEREAS, the Company and the Trustee were parties to an Amended and Restated Nuclear Decommissioning Trust Agreement dated December 17, 2003, which agreement was an amendment to and restatement of the terms and provisions of an Amended and Restated Nuclear Decommissioning Trust Agreement dated September 1, 1994 (as amended by Amendment I to such Amended and Restated Nuclear Decommissioning Trust Agreement, effective June 1, 1995), which agreement was an amendment to and a restatement of the terms and provisions of a trust agreement dated March 10, 1988, which created the "Florida Power Corporation Nuclear Decommissioning Trust" (the "Trust"), and which established a Nuclear Decommissioning Reserve Fund under Section 468A (the "Qualified Trust Fund") and a nuclear decommissioning trust fund which does not qualify under Section 468A (the "Nonqualified Trust Fund";

collectively, the "Funds"), under the laws of the Commonwealth of Massachusetts; and WHEREAS, the Company wishes to amend and restate the terms of the Trust so as to reflect certain changes to Section 468A made by the Energy Policy Act of 2005, and to generally update the terms of the Trust governing the Funds; and WHEREAS, the Company wishes that the Trustee continue to serve and Trustee agrees to serve as Trustee of the Unit's Qualified Trust Fund and the Nonqualified Trust Fund under the laws of the Commonwealth of Massachusetts; and WHEREAS, the Company desires to maintain the Qualified Trust Fund and the Nonqualified Trust Fund herein described as a means of financing the decommissioning of the Company's nuclear unit in accordance with the Rules and Regulations of the NRC and to assure the Company's financial ability to meet the obligations to the NRC, other applicable regulatory DC #398028 vi

bodies, the general public and the Company's ultimate customers in connection with said decommissioning; and WHEREAS, the execution and delivery of this Agreement have been duly authorized by the Company and the Trustee and all things necessary to make this Agreement a valid and binding agreement by the Company and the Trustee have been done.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH, that to provide for the maintenance of the Funds and the making of payments therefrom and the performance of the covenants of the Company and the Trustee set forth herein, the Company 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 and any additional contributions to the Funds.

TO HAVE AND TO HOLD THE SAME IN TRUST for the exclusive purpose of providing funds for the decommissioning of the Unit in order to satisfy the liability in connection therewith, to pay the administrative costs and other incidental expenses of the Funds, and to make certain investments, all as hereinafter provided.

ARTICLE 1 Purposes of the Funds: Contributions Section 1.01. Establishment of the Funds. The Trustee shall hold a separate Qualified Trust Fund and a separate Nonqualified Trust Fund.

The Funds shall be maintained separately at all times in the United States as the Nonqualified Trust Fund and the Qualified Trust Fund pursuant to this Agreement and in accordance with the laws of the Commonwealth of Massachusetts. The Company intends that the Qualified Trust Fund shall qualify as a Nuclear Decommissioning Reserve Fund under Section 468A of the Code. The assets of the Qualified Trust Fund 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 Fund separately on its books from each other Fund and shall create and maintain such subaccounts within each Fund as the Company shall direct.

Section 1.02. Purposes of the Funds. The Funds are established for the exclusive purpose of providing funds for the decommissioning of the Unit. The Nonqualified Trust Fund shall accumulate all contributions (whether from the Company or others) which do not satisfy the requirements for contributions to the Qualified Trust Fund, pursuant to Section 2 of the Special Terms contained in Exhibit A. The Qualified Trust Fund shall accumulate all contributions (whether from the Company or others) which satisfy the requirements of Section 2 of the Special Terms. The Qualified Trust Fund shall also be governed by the provisions of the Special Terms, which provisions shall take precedence over any provisions of this Agreement construed to be in conflict therewith. The assets in the Qualified Trust Fund shall be used as authorized by Section 468A of the Code and regulations thereunder, and as provided in this Agreement. None of the 2 2DC #398028 vt

assets of the Funds shall be subject to attachment, garnishment, execution or levy in any manner for the benefit of creditors of the Company or any other party.

Section 1.03. Contributions to the Funds. The Company (or others approved in writing by the Company) shall contribute cash or securities to the Funds from time to time. Contributions for the Unit shall be allocated to the Qualified Trust Fund unless the Company designates in writing at the time of payment to which of the Unit's two Funds the payment is allocated. The Company shall have sole discretion as to whether contributions are allocated to the Qualified Trust Fund or the Nonqualified Trust Fund.

ARTICLE 2 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 the Unit or any portion, component or structure thereof, including expenses incurred in connection with the preparation for decommissioning of the Unit or any portion, component or structure thereof, 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, (c) to make investments (including common trust funds) as directed by the investment manager(s) pursuant to Section 3.03(a) or the Trustee rN pursuant to Section 3.03(b), and (d) to be distributed upon termination of this Agreement pursuant to Article 6 hereof.

Section 2.02. Certification for Decommissioning Costs.

(a) If assets of a Fund are required to satisfy Decommissioning Costs of the Unit, the Company shall present a certificate substantially in the form attached hereto as Exhibit B to the Trustee signed by its Chairman of the Board, its President, one of its Vice Presidents, its Treasurer, or an Assistant Treasurer, requesting payment from the Fund. Any certificate requesting payment by the Trustee to a third party or to the 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 Trust Fund, the Qualified Trust 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 Trust Fund, a statement that the Decommissioning Costs to be paid constitute Qualified Decommissioning Costs, as defined in the Special Terms; (3) the nature of the Decommissioning Costs to be paid; (4) the payee, which may be the Company in the case of reimbursement for payments previously made or expenses previously incurred by the Company for Decommissioning Costs; 3 DC #398028 v]

(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 Florida Public Utility Commission (the "PUC"), NRC and/or any other governmental agencies having jurisdiction with respect to the decommissioning have been obtained.

(b) No disbursements of payments for Decommissioning Costs from the Funds shall be made by the Trustee:

(1) unless the Company has first provided thirty (30) working days' prior written notice of such disbursement or payment to the Director, Office of Nuclear Reactor Regulation, or the Director, Office of Nuclear Safety and Safeguards, as applicable, and provides proof of such notice to the Trustee, and (2) if the Trustee receives written notice of an objection from the Director, Office of Nuclear Reactor Regulation, or the Director, Office of Nuclear Safety and Safeguards, as applicable during such thirty (30) working 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 any certificates (including attachments) and related documents received by it pursuant to this Article 2.

(d) The Company shall have the right to enforce payments from the Funds upon compliance with the procedures set forth in this Section 2.02, provided, however, that the Company shall not have the right to enforce payments from the Funds in the event that notice as described in Section 2.02(b)(2) of this Agreement is received by the Trustee.

Section 2.03. Administrative Costs. The Trustee shall pay or as directed by the Company reimburse the Company for the administrative costs and other incidental expenses of the Nonqualified Trust Fund, including all federal, state, and local taxes, if any, imposed directly on the Nonqualified Trust Fund or the income therefrom, expenses incurred in preparing and filing any federal, state, and local tax returns, legal expenses, accounting expenses, actuarial expenses and trustee expenses, from the assets of the Nonqualified Trust Fund and shall pay, as directed by the Company, the administrative costs and other incidental expenses of the Qualified Trust Fund, as defined in the Special Terms, from the assets of the Qualified Trust Fund.

Section 2.04. Subsequent Adjustments.

(a) The Trustee shall make transfers of Excess Contributions as defined in Section 4 of the Special Terms (1) from the Qualified Trust Fund to the Nonqualified Trust Fund, or (2) from the Qualified Trust Fund to the Company, provided such payments are in accordance with Section 4 of the Special Terms, upon presentation by the Company of a certificate substantially in the form of Exhibit C hereto executed by the Company instructing the Trustee to make any such payments from the Qualified Trust Fund to the Nonqualified Trust Fund, and substantially in the form of Exhibit D hereto executed by the Company instructing the Trustee to make any 4 DC #398028 vi

such payments from the Qualified Trust Fund to the Company. The Trustee shall be fully protected in relying upon such certificates.

(b) The Trustee shall make transfers from the Nonqualified Trust Fund to the Qualified Trust Fund provided such payments are in accordance with the contribution limitations set forth in Section 2 of the Special Terms, as the case may be, upon presentation by the Company of a certificate substantially in the form of Exhibit C hereto executed by the Company instructing the Trustee to make any such payments.

ARTICLE 3 Concerninse the Trust Section 3.01. Authority of Trustee. The Trustee hereby accepts the Trusts created under this Agreement. The Trustee shall have the authority and discretion to manage and control the Funds to the extent provided in this Agreement but does not guarantee the Funds in any manner against investment loss or depreciation in asset value or guarantee the adequacy of the Funds to satisfy the Decommissioning Costs. The Trustee shall discharge its duties as fiduciary solely in the interest of the Company, with care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like objectives, and in accordance with the Trust.

MExcept with respect to any investment account of which it is acting as investment Manager pursuant to Section 3.03 hereof; the Trustee shall be released and relieved of all investment duties, responsibilities and liabilities customarily or statutorily incident to a trustee with respect to the trust funds hereunder, and as to such trust funds the Trustee shall act as a directed Trustee. Provided, however, that the Trustee shall, to the extent any assets of the trust funds have not been invested by an Investment Manager or the Company as of the end of any business day, invest such uninvested assets of the trust funds overnight as the Company or such Investment Manager may direct in writing.

Section 3.02. Investment Committee. Promptly after the delivery of this Agreement, the Investment Committee of the Trust, appointed by the Board of Directors or Chief Executive Officer of the Company, will designate certain individuals to act on its behalf in any transactions authorized or required to be performed by the Company hereunder, except any such transactions with respect to which this Agreement specifies who shall act on behalf of the Company. The Company shall provide the Trustee with a written statement setting forth the names and specimen signatures of such individuals. The Investment Committee shall consist of three or more individuals appointed by the Company. The Committee will be empowered to direct the management of all assets of the Trust and perform all duties attendant thereto, including the appointment of trustees and investment managers and the execution of contracts, agreements, or other documents, as it deems necessary to manage and invest such assets. Each member of the Committee shall serve at the Company's will and the Company shall notify the Trustee in writing of all appointments and replacements of Committee members.

Section 3.03. Investment of Funds.

5 DC #398028 v1

(a) Pursuant to a written investment management agreement describing the powers and duties of the Investment Manager, the Company shall have the authority to appoint one or more independent Investment Managers, which may include the Trustee, 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 a Prohibited Transaction 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 the Company chooses to exercise this authority, it 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. The Company shall designate in writing the person or persons who are to represent any such investment manager in dealings with the Trustee. Upon the separation of the assets in accordance with the 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 not be relieved of the responsibility of ensuring that no Prohibited Transaction as defined in the Special Terms are entered into. The Trustee shall retain all other fiduciary duties it has accepted hereunder with respect to assets the investment of which is directed by investment managers.

(b) To the extent that the investment of assets of the Funds are not being directed by one or more investment managers under Section 103(a), the Company will assume management unless the Trustee has been appointed to act as investment manager. If so directed, the Trustee shall hold, invest, and reinvest the funds delivered to it hereunder as it in its sole discretion deems advisable, subject to the restrictions set forth herein for investment of the assets of the Qualified Trust Funds and adherence to the Prudent Investor Standard.

Section 3.04. Compensation. The Trustee shall be paid such reasonable compensation for services rendered by it, as well as expenses necessarily incurred by it in the execution of the Trust, as shall from time to time be agreed upon by the Company and the Trustee either through payments from the Funds or directly from the Company. Provided however that with respect to any payment of compensation and expenses from the Qualified Trust Fund, any compensation and expenses qualify as administrative costs and other incidental expenses of the Qualified Trust Fund, as defined in the Special Terms.

Section 3.05. Books of Account and Taxes. The Trustee shall keep separate true and correct books of account with respect to each Fund, which books of account shall at all reasonable times be open to inspection by the Company or its duly appointed representatives.

The Trustee shall, upon written request of the Company, permit the Company or any governmental agencies, such as the PUC, FERC, NRC or the Internal Revenue Service, to inspect the books of account of each Fund. The Trustee shall furnish to the Company on or about the tenth business day of each month a statement for each Fund showing, with respect to the preceding calendar month, the balance of assets on hand at the beginning of such month, all receipts, investment transactions, and disbursements which took place during such month and the balance of assets on hand at the end of such month.

/q0 6 DC #398028 v)

The Trustee is responsible for account valuations for all purposes under this Agreement.

Such account valuations shall report the fair market value of assets of each trust fund based upon information and financial publications of general circulation, statistical and valuation services, records of security exchanges, appraisals by qualified persons, transactions and bona fide offers in assets of the type in question, or other information customarily used in the valuation of property. When a value is not readily obtainable from these sources, the Trustee may rely on valuations provided by the Investment Manager.

The Company shall cause appropriate Federal and State tax returns, with respect to income earned by the Qualified Trust Fund to be prepared and filed and, except as provided in Section 5 of the Special Terms, the Trustee shall pay out of the Qualified Trust Fund any taxes shown to be due. The Company shall also cause to be prepared and filed such other tax returns as may be required with respect to income earned by, or the assets of, either trust fund hereunder and the Trustee shall pay any taxes due, or at the direction of the Company, reimburse the Company out of the respective'trust funds. The Trustee agrees to provide each month, on a timely basis, any information deemed necessary by the Company to file the Company's federal, state and local tax returns, to record Trust activity on the Company's financial statements, and to report Trust activity to the NRC or any other regulatory authority.

Section 10O6. Reliance on Documents. The Trustee, upon receipt of documents furnished to it by the Company pursuant to the provisions of this Agreement, 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 this Agreement. 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 the Company 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 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 entering into Prohibited Transactions as defined in the Special Terms; and (b) to adhere to the Prudent Investor Standard if acting as investment manager.

Section 3.07. Liability and Indemnification. The Trustee shall not be liable for any action taken by it in good faith and without 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 the Company) and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and without negligence and in accordance with the opinion of such

("~ counsel, provided, however, that the Trustee shall be liable for taxes and any associated penalties and interest resulting from engaging in Prohibited Transactions as defined in the Special Terms.

The Company hereby agrees to indemnify the Trustee for, and to hold it harmless against, any 7 DC #398028 v I

loss, liability or expense incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee, arising out of or in connection with its entering into this Agreement 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 a Prohibited Transaction as defined in the Special Terms, 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 sub custodian, except to the extent the Trustee was negligent in its selection or continued retention of such entity.

Section 3.08. Resignation, Removal, and Successor Trustees. The Trustee may resign at any time upon sixty (60) days' written notification to the Company. The Company 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 Company 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 the Company. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company 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 hereunder, with like effect as if originally named as Trustee hereunder. The predecessor Trustee shall, upon written request of the Company and payment of all fees and expenses, 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 this Agreement without the necessity of executing or filing any additional acceptance of this Agreement or the performance of any further act on the part of any other parties hereto; provided however, that upon any such consolidation, merger, conveyance or transfer, the successor entity or entities shall assume the due and punctual performance and observance of all the conditions of this Agreement, with the same effect and to the same extent as if such successor entity or entities had been the party of the first part hereto.

8 DC #398028 v1

ARTICLE 4 Amendments Section 4.01. It is intended that this Agreement is irrevocable and that the Company has no power or authority to alter, amend, revoke, or annul any provisions hereof except as provided in this Article 4.

Section 4.02. Notwithstanding the provisions of Section 4.01, the Company may amend this Agreement from time to time, provided such amendment does not cause the Qualified Trust Fund to fail to qualify as a Nuclear Decommissioning Reserve Fund under Section 468A of the Code and the Treasury Regulations thereunder. The Agreement may not be amended so as to violate 468A of the Code or the regulations thereunder. The Qualified Trust Fund is established and shall be maintained for the sole purpose of qualifying as a Nuclear Decommissioning Reserve Fund under Section 468A of the Code and the Treasury Regulations thereunder. If the Qualified Trust Fund would fail to so qualify because of any provision contained in this Agreement, this Agreement shall be deemed to be amended as necessary to conform with the requirements of 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.

ARTICLE 5 Pewers of the Trustee and Investment Mauneer 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 3.03(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; (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; 9 DC #398028 vi

(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 -consideredto be a party to this Agreement and shall only be bound by and held accountable to the extent of its contract with the Trustee. Except as otherwise provided by any contract, the insurance company need only look to the Trustee with regard to any instructions issued and shall make disbursements or payments to any person, including the Trustee, as shall be directed by the Trustee, Where applicable, the Trustee shall be the sole owner of any and all insurance policies or contracts issued. Such contracts or policies, unless otherwise determined, shall be held as an asset of the Funds for safekeeping or custodian purposes only; (g) upon authorization of the Company to lend the assets of the Funds and, specifically, to loan any securities to brokers, dealers or banks upon such terms, and secured in such manner, as may be determined by the Trustee, to permit the loaine.d 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; (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. The Company acknowledges 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, the Company shall have sole responsibility for nonreceipt of payment (or late payment) by the counterparty.

Section 5.02. Specific 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 10 10 DC #398028 Ai

to be the appointment of a fiduciary, the Trustee may exercise the powers granted hereby to appoint as such a fiduciary any person or entity. Upon such delegation, the Trustee may require such reports, bonds or written agreements as it deems necessary to properly monitor the actions of its delegate; (b) to cause any investment, either in whole or in part, in the Funds to be registered in, or transferred into, the Trustee's name or the names of a nominee or nominees, including but not limited to that of the Trustee or an affiliate of the Trustee, a clearing corporation, or a depository, or in book-entry form, or to retain any such investment unregistered or in a form permitting transfer by 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; (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

• N property, to enter into agreements creating partnerships or joint ventures for any purpose or purposes determined by the Trustee to be in the best interests of the Funds; (f) to establish and maintain such separate accounts in accordance with the instructions of the Company as the Company deems necessary for the proper administration of the Funds, or as determined to be necessary by the Trustee; (g) to hold uninvested cash in its commercial bank or that of an affiliate, as it shall deem reasonable or necessary; (h) to invest in any collective, common or pooled trust fund operated or maintained exclusively for the commingling and collective investment of monies or other assets including any such fund operated or maintained by the Trustee or an affiliate. The Company expressly understands and agrees that any such collective fund may provide for the lending of its securities by the collective fund trustee and that such collective fund's trustee will receive compensation for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective fund trustee for the management of such collective fund; (i) to generally take all action, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the protection of the Funds.

Section 5.03. The powers described in Section 5.02 may be exercised by the Trustee with or without instructions from the Company or a party authorized by the Company to act on

('N 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 11 1DC #398028 vi

the Trustee's practices, or any other method specifically agreed to in writing by the Company /,.

and the Trustee, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing.

Section 5.04. The assets of the Funds shall not be directly invested in the securities or other obligations of the Company or affiliates thereof, or their successors or assigns as identified by the Company. However, nothing in the preceding sentence shall prohibit investment in mutual funds or common investment funds that own securities or other obligations of the Company.

ARTICLE 6 Termination The Qualified Trust Fund shall terminate upon the earlier of either (i) substantial completion of decommissioning of the Unit, as defined in the Special Terms, or (ii) disqualification of the Qualified Trust Fund by the Internal Revenue Service as provided in Treasury Regulations § 1.468A-5T(c) or any corresponding future Treasury Regulation. The Nonqualified Trust Fund shall terminate upon the later of(i) termination by the NRC of the Unit's license, or (ii) completion of all decommissioning activities including activities relating to non-radiological costs. In the event the Qualified Trust Fund is terminated prior to the termination of the Nonqualified Trust Fund, the assets of the terminated Qualified Trust Fund will be distributed to the Nonqualified Trust Fund.

Any assets remaining in either Fund hereunder upon termination in accordance with this Article 6, upon receipt of an Officers' Certificate, shall be distributed by the Trustee to the 'Th Company to be returned first to shareholders of the Company to the extent that shareholder contributions were made to the Trust and, thereafter, in accordance with the terms and conditions prescribed by the governmental regulatory body having jurisdiction. The Trustee shall not be responsible for ensuring the Company's compliance with the provisions of this paragraph.

ARTICLE 7 Miscellaneous Section 7.01. 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 7.02. Notices. All notices and communications hereunder shall be in writing or in such other form (including "e-mail") as agreed to in writing by the Company and the Trustee from time to time, and shall be deemed to be duly given on the date mailed if sent by registered mail, return receipt requested, as follows:

Progress Energy Florida, Inc.

410 S. Wilmington Street - PEBI9A3 Raleigh, NC 27601 Attention: Thomas R. Sullivan 12 DC #398028 v]

f " State Street Bank 2 Avenue de Lafayette North Quincy, MA 02111 Attention: Shawn Murphy, Vice President or at such other address as the Trustee or Company may have furnished to the other party in writing by registered mail, return receipt requested.

Section 7.03. Governing Law. The Funds have been established purmant to this Agreement in accordance with the requirements for trusts under the laws of the Commonwealth of Massachusetts and this Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts.

Section 7.04. 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 7.05. The Company 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 hemrof and that the individual executing this Agreement on its behalf has the requisite authority to bind the Company 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.

FLORIDA POWER CORPORATION, D/i/A PROGRESS ENERGY FLORIDA, INC.

Name: .. " ?S//a 1 ,

Title:

T-- T 6 5f,4*

S 4.- *oo STATE STREET BANK AND TRUST COMPANY By:4* .

Name:i ý7-1;41

Title:

tof 13 3DC

1. 398028 v1

EXHIBIT "A" SPECIAL TERMS OF THE QUALIFIED NUCLEAR DECOMMISSIONING RESERVE FUND The following Special Terms of the Qualified Nuclear Decommissioning Reserve Fund (hereinafter referred to as the "Special Terms") will apply for purposes of the Amended and Restated Nuclear Decommissioning Trust Agreement (the "Agreement"), dated Ma y. _, 2008, between Florida Power Corporation, d/b/a Progress Energy Florida, Inc. (the "Company") and State Street Bank and Trust Company (the "Trustee").

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

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

(b) "PUC" shall mean the Florida Public Service Commission.

(c) "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 connection with the entombment, decontamination, dismantlement, removal and disposal of the structures, systems and components of a Unit that 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- IT(b)(6) or any corresponding future Treasury Regulation or as provided in any pronouncement, generic or otherwise, of the Internal Revenue Service. 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.

(d) "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 the Company 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-5T(d)(3) or any corresponding future Treasury Regulation.

DC #398028 vI

" ' Section 2 Contributions to a Qualified Trust Fund. The Company (or others approved in writing by the Company) shall contribute cash or securities to the Qualified Trust Fund from time to time. The Trustee shall not accept any contributions for the Qualified Trust Fund other than (1) amounts with respect to which the Company is allowed a deduction under Section 468A(a) of the Code and Treasury Regulations § 1.468A-2T(a) or any corresponding future Treasury Regulations, or (2) amounts contributed pursuant to Section 468A(f) of the Code and Treasury Regulations section 1.468A-8T or any corresponding future Treasury Regulation.

The Company hereby represents that all contributions (or deemed contributions) by the Company to the Qualified Trust Fund 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-2T(a) or 1.468A-8T,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 Trust Fund shall be used exclusively as follows:

(a) To satisfy, in whole or in part, the liability of the Company for Qualified Decommissioning Costs through payments by the Trustee pursuant to Section 2.02 of the Agreement; and (b) To pay the administrative costs and other incidental expenses of the Qualified Trust Fund; and (c) To the extent the assets of the Qualified Trust Fund are not currently required for (a) and (b) above, to invest the assets of the Qualified Trust Fund.

Section 4 Excess Contribution.

(a) If the Company's contribution (or deemed contribution) to the Qualified Trust Fund in any one year exceeds the amount deductible under Section 468A of the Code and the Treasury Regulations thereunder (an "Excess Contribution"), the Company may instruct the Trustee to transfer such Excess Contribution (i) from the Qualified Trust Fund to the Nonqualified Trust Fund pursuant to Section 2.04(a)(1) of the Agreement, and/or (ii) from the Qualified Trust Fund to the Company pursuant to Section 2.04(a)(2) of the Agreement, 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 Trust Fund for the taxable year to which the Excess Contribution relates for withdrawals pursuant to Treasury Regulations §§ 1.468A-5T(c)(2) and 1.468A-2T(d)(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 Trust Fund for the taxable year to which the Excess Contribution relates or the date that is thirty (30) days after the date that the Company receives the ruling amount for such taxable year for withdrawals pursuant to Treasury Regulations § 1.468A-3T(g)(3). Provided further that no transfer from the Qualified Trust Fund to the Company shall be made by the Trustee:

(i) unless the Trustee has first provided thirty (30) working days' prior

( written notice of such disbursement or payment to the Director, Office of Nuclear Reactor Regulation, or the Director, Office of Nuclear Safety and Safeguards, as applicable; and 2 DC #398028 vI

(ii) if the Trustee receives written notice of an objection from the Director, Office of Nuclear Reactor Regulation, or the Director, Office of Nuclear Safety and Safeguards, as applicable during such thirty (30) working day notice period, or if the Trustee receives such notice at any later time that is nevertheless prior to disbursement.

(b) If the Company determines that transfer pursuant to this Section 4 is appropriate, the Company shall present a certificate so stating to the Trustee signed by its Chairman of the Board, its President, one of its Vice Presidents, its Treasurer, or an Assistant Treasurer requesting such transfer. The certificate shall be substantially in the form attached as Exhibit C to the Agreement for transfers to Nonqualified Trust Funds as provided in Section 2.04(a)(1) of the Agreement and substantially in the form of Exhibit D to the Agreement for transfers to the Company as provided in Section 2.04(a)(2) of the Agreement.

Section 5 Prohibited Transactions. Notwithstanding anything contained in the Agreement or in these Special Terms to the contrary, the Trustee may not authorize or carry out any sale, exchange or other transaction with respect to the Qualified Trust Fund which would constitute an act of "self-dealing" within the meaning of Section 4951 of the Code, as such Section is made applicable to the Qualified Trust Fund by Section 468A(e)(5) of the Code, any regulations thereunder, and any applicable successor provision. If the Trustee engages in an act of "self-dealing" in violation of the Agreement, the Trustee (and not the Qualified Trust Fund) shall be liable for any tax imposed pursuant to Section 4951 of the Code as such Section is made applicable to the Qualified Trust Fund or the Trustee.

The Trustee reserves the right not to comply with any written instructions of the Company or an Investment Manager which in the judgment of the Trustee reasonably exercised will involve an act of "self-dealing" under Section 4951 of the Code, until the Company provides the Trustee with an opinion of legal counsel that the actions directed in such instructions do not constitute an act of "self-dealing" within the meaning of Section 4951 of the Code. The opinion of such counsel shall be full and complete authorization and protection in respect of any action taken in accordance with the written instructions of the Company or an Investment Manager and, notwithstanding anything contained in the Agreement to the contrary, the Trustee shall not be liable in thereafter following such instructions, and the Company shall indemnify Trustee for any resulting liability under Section 4951 of the Code for acting on such written inst*ructions.

Section 6 Taxable Year/Tax Returns. The accounting and taxable year for the Qualified Trust Fund shall be the taxable year of the Company for federal income tax purposes.

If the taxable year of the Company shall change, the Company shall notify the Trustee of such change and the accounting and taxable year of the Qualified Trust Fund must change to the taxable year of the Company as provided in Treasury Regulations § 1.468A-4T(c)(1) or any corresponding future Treasury Regulation. The Company shall assist the Trustee in complying with any requirements under Section 442 of the Code and Treasury Regulations § 1.442-1. The Company shall prepare, or cause to be prepared, any tax returns required to be filed by the Qualified Trust Fund, and the Trustee shall sign and file such returns on behalf of the Qualified Trust Fund. The Trustee shall cooperate with the Company in the preparation of such returns.

3 DC #398028 vi

EXHIBIT "B" CERTIFICATE FOR PAYMENT OF DECOMMISSIONING COSTS State Street Bank and Trust Company, as Trustee

[Address]

This Certificate is submitted pursuant to Section 2.02 of the Amended and Restated Nuclear Decommissioning Trust. Agreement (the "Agreement"), dated between State Street Bank and Trust Company (the "Trustee") and Florida Power Corporation, d/b/a/ Progress Energy Florida, Inc., (the "Company"). All capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. In your capacity as Trustee, you are hereby authorized and requested to disburse out of the Funds to [payee] the amount of $ from the Qualified Trust Fund and the amount of $ ffrom the Nonqualified Trust Fund for the payment of the Decommissioning Costs which have been incurred with respect to the Crystal River Unit No.

Three. Prior to making such disbursements, however, the Trustee shall provide thirty days prior 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

('*N that is nevertheless prior to disbursement. With respect to such Decommissioning Costs, the Company 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 described in a schedule attached hereto

("Schedule of Decommissioning Costs").

2. None of the Decommissioning Costs described in the Schedule of Decommissioning Costs have previously been made the basis of any certificate pursuant to Section 2.02 of the Agreement.

3. The amount to be disbursed from the Qualified Trust 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.

DC #398028 v1

IN WITNESS WHEREOF, the undersigned have executed this Certificate in the capacity shown below as of______ /1Th FLORIDA POWER CORPORATION, D/B/A PROGRESS ENERGY FLORIDA, INC.

By:

Name:

Title:

Acknowledged by: STATE STREET BANK AND TRUST COMPANY By:

Name:

Title:

(Th"*

2 DC #398028 v1

EXHIBIT "C" CERTIFICATE FOR TRANSFER BETWEEN THE QUALIFIED FUND AND THE NONQUALIFIED FUND State Street Bank and Trust Company, as Trustee

[Address]

This Certificate is submitted pursuant to Section 2.04 of the Amended and Restated Nuclear Decommissioning Trust Agreement (the "Agreement"), dated , between State Street Bank and Trust Company (the "Trustee") and Florida Power Corporation, d/b/a Progress Energy Florida, Inc., (the "Company"). All capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. In your capacity as Trustee, you are hereby authorized and instructed as follows (complete one):

To pay $ in cash and the assets identified on Schedule C-1 hereto from the Crystal River Unit No. Three Nonqualified Trust Fund to the Crystal River Unit No. Three Qualified Trust Fund; or To pay $ in cash and the assets identified on Schedule C- I hereto from the Crystal River Unit No. Three Qualified Trust Fund to the Crystal River Unit No. Three Nonqualified Trust Fund.

With respect to such payment, the Company hereby certifies as follows:

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

2. Any amount stated herein to be paid from the Qualified Trust Fund to the Nonqualified Trust Fund is in accordance with Section 4 of the Special Terms. The Company has determined that such payment is appropriate under the standards of Section 4 of the Special Terms.

DC #398028 v1

IN WITNESS WHEREOF, the undersigned have executed this Certificate in the capacity as shown below as of FLORIDA POWER CORPORATION, D/B/A PROGRESS ENERGY FLORIDA, INC.

By:

Name:

Title:

Acknowledged by, STATE STREET BANK AND TRUST COMPANY By:

Name:

Title:

2 DC #398028 v1

I ,

EXHIBIT "D" CERTIFICATE FOR WITHDRAWAL OF EXCESS CONTRIBUTIONS FROM QUALIFIED FUND State Street Bank and Trust Company, as Trustee

[Address]

This Certificate is submitted pursuant to Section 4 of the Special Terms attached as Exhibit A to the Nuclear Decommissioning Master Trust Agreement (the "Agreement"), dated

_,between State Street Bank and Trust Company (the "Trustee") and Florida Power Corporation, d/b/a Progress Energy Florida, Inc., (the "Company"). All capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. In your capacity as Trustee, you are hereby authorized and instructed to pay

$ in cash and the assets identified on Schedule D- I hereto to the Company from the Crystal River Unit No. Three Qualified Trust Fund. With respect to such payment, the Company hereby certifies that 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_ _ , .

FLORIDA POWER CORPORATION, D/B/A PROGRESS ENERGY FLORIDA, INC.

By:

Name:

Title:

Acknowledged by: STATE STREET BANK AND TRUST COMPANY By:

Name:

Title:

DC #398028 vi

FIRST AMENDMENT TO THE AMENDED AND RESTATED NUCLE AR DECOMMISSIONING TRUST AGREEMENT BETWEEN DUKE ENERGY FLORIDA, INC.

AND STATE STREET BANK AND TRUST COMPANY This FIRST AMENDMENT TO THE AMENDED AND RESTATED NUCLEAR DECOMMISSIONING TRUST AGREEMENT (this "Amendment") is entered into and effective as of November 13, 2013, by and between State Street Bank and Trust Company, a Massachusetts trust company (the "Trustee"), and Duke Energy Florida, Inc., formerly known as Florida Power Corporation d/b/a Progress Energy Florida, Inc., a corporation organized under the laws of the State of Florida (the "Company").

WHEREAS, the Trustee and the Company are parties to that certain Amended and Restated Nuclear Decommissioning Trust Agreement dated May 1, 2008 (the "Agreement");

WHEREAS, effective as of April 29, 2013, the legal entity name of Florida Power Corporation changed to Duke Energy Florida, Inc.; and WHEREAS, the Trustee and the Company desire to amend the Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of wlich are hereby acknowledged, the Parties hereby act and agree that the Agreement is hereby amended as follows:

I. "Duke Energy Florida, Inc." shall be, and hereby.is, substituted in each instance in the Agreement where 'Tlorida Power Corporation d/b/a Progress Energy Florida, Inc." is used.

2. Section 2.02(b) is deleted in its entirety.

3. Section 2.02(c) is renumbered as Section 2.02(b).

4. Section 2.02(d) is renumbered as Section 2.02(c) and is restated, in its entirety, as follows:

(c) The Company shall have the right to enforce payments from the Funds upon compliance with the procedures set forth in this Section 2.02.

5. Exhibit "A", Special Terms of the Qualified Nuclear Decommissioning Reserve Fund. is amended by deleting the following language from Section 4(a):

"Provided further that no transfer firom the Qualified Trust Fund to the Company shall be made by the Trustee:"

6. Exhibit "A", Special Terms of the Qualified Nuclear Decommissioning Reserve Fn is amended by deleting Sections 4(a)(i) and 4(a)(ii), in their entireties.

7. Exhibit "B", Certificate For Payment of Decommissioning Costs. is restated in its entirety, as attached hereto.

8. Except as expressly amended by this Amendment, all provisions, terms and conditions contained in the Agreement shall remahi in full force and effect.

9. This Amendment shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts.

10. This Amendment and the Agreement, as amended by this Amendmuent, constitute the entire agreement between the parties relating to the subject matter hereof. Any other prior agreements or negotiations between the patties with respect to the subject hereof are superseded.

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

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 130' day ofNovember, 2013.

DUKE ENERGY FLORIDA, INC. STATE STREET BANK AND (f/k/a Florida Power Corporation d/b/a TRUST COMPANY Progress Energy Florida, Inc.)

By:

I'll Ae-&4 By:

Name: E-'r91&14; r. I,

Title:

Vtt[E0. *a* 4 A0, 4

Title:

cS-eA1'(- ok

-t LCAV VI'4$-

"i, %tNVO ZAAr

EXHIBIT "B" CERTIFICATE FOR PAYMENT OF DECOMMISSIONING COSTS State Street Bank and Trust Company, as Trustee

[Address]

This Certificate is submitted pursuant to Section 2.02 of the Amended and Restated Nuclear Decommissioning Trust Agreement (the "Agreement"), dated May 1, 2008 between State Street Bank and Trust Company (the "Trustee") and Florida Power Corporation, d/b/a/ Duke Energy Florida, Inc., (the "Company"). All capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. In your capacity as Trustee, you are hereby authorized and requested to disburse out of the Funds to [payee] the amount of $ firom the Qualified Trust Fund and the amount of$ from the Nonqualified Trust Fund for the payment of the Decommissioning Costs which have been incurred with respect to the Crystal River Unit No. Three. With respect to such Decommissioning Costs, the Company hereby certifies as follows:

1. The amount to be disbursed pursuant to tids Certificate shall be solely used for the purpose of paying the Decommissioning Costs described in a schedule attached hereto ("Schedule of Decommissioning Costs").

2. None of the Decommissioning Costs described in the Schedule of Decommissioning Costs have previously been made the basis of any certificate pursuant to Section 2.02 of the Agreement.

3. The amount to be disbursed firom the Qualified Trust Fund pursuant to tiis 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 tihe decommissioning of the Unit have been obtained.

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

DUKE ENERGY FLORIDA, INC.

By:

Name:

Title:

Acknowledged by: STATE STREET BANK AND RUSTyJPMPANY By:

Name: ~o f S-

Title:

Se4 .'og LA U.... .Ac A5J-