ML18095A369

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Unit 1 Decommissioning Rept.
ML18095A369
Person / Time
Site: Salem PSEG icon.png
Issue date: 07/26/1990
From:
ATLANTIC CITY ELECTRIC CO.
To:
Shared Package
ML18095A367 List:
References
NUDOCS 9007270086
Download: ML18095A369 (51)
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Text

    • BEFORE THE UNITED STATES NUCLEAR REGULATORY COMMISSION Atlantic City Electric Company ) Docket No. 50-272 SALEM NUCLEAR GENERATING STATION - UNIT ONE DECOMMISSIONING REPORT Atlantic City Electric Company (ACE) hereby submits this Decommissioning Report in compliance with 10 C.F.R. ss. 50.33(k) and
50. 75 (b).
1. ACE owns a seven and forty- one hundredths percent (7.41%) undivided interest in Unit One of the Salem Nuclear Generating Station (Unit) which is operated by Public Service Electric & Gas Company (PS). PS and Philadelphia Electric Company
  • (PE) each own forty-two and fifty-nine hundredths percent (42.59%)

undivided interests in the Unit and Delmarva Power & Light owns seven and forty-one hundredths (7 .41%) undivided interest in (DPL) the Unit. ACE, PE, PS and DPL are holders of Facility Operating License No. DPR- 70 issued by this Commission which permits the operation of the Unit. The license is scheduled to expire on September 25, 2008. On August 3, 1987, PS submitted a request to this Commission seeking to amend the operating license and extend the expiration date to August 13, 2016, 40 years from the issuance of said license. PS has advised ACE that this Commission has not notified PS of any obstacle to the grant of its request and SAl - 1

  • therefore the funding schedule for decommissioning the Unit is based upon an operating license expiration date of August 13, 2016. PS, PE and DPL have elected to file a Decommissioning Report for their respective ownership interests in the Unit separately.
2. ACE hereby certifies that financial assurance for decommissioning its interest in the Unit is provided in the amount of $10, 527, 000. Such amount is calculated in compliance with the formula provided in 10 C.F.R. 50.75(c)(l). Exhibit A attached hereto provides the details of the calculation of the financial assurance amount including the appropriate inflation adjustment.
3. The method of providing financial assurance for
  • decommissioning ACE' s interest in the Unit produces an amount at least equal to the certified decommissioning cost set forth in item
  1. 2. The method of providing financial assurance for decommissioning ACE's interest in the Unit is by deposits into an external sinking fund in which payments have been made and are projected to be made at least annually. Such external sinking fund was established through a Master Trust arrangement (Trust) on March 14, 1988.

Periodic deposits have been made and interest has been earned on the assets of the Trust since that date. As of the date of this Report, the Trust has funds dedicated to the future decommissioning costs of the Unit in the amount of approximately $3,160,000.

Pursuant to the terms of a Joint Stipulation among ACE, the New Jersey Board of Public Utilities (BPU) and Rate Counsel Division of the New Jersey Public Advocate, ACE must deposit into the Trust no later than May 13, 1993, all unfunded decommissioning amounts SAl - 2

  • provided fo:i;- , on ACE' s books.. . As of the date of this . Report, unfunded decommissioning amounts dedicated to the Unit such are approximately $3, 543, 800 bringing the total decommissioning amount dedicated to the Unit to approximately $6,703,800.
4. Exhibit B attached hereto is a copy of the executed Atlantic City Electric Company Master Decommissioning Trust Agreement for the Unit. Attached to Exhibit B are resolutions of the Board of Directors of ACE providing authorization to the Senior Vice President - Finance and Accounting to act on behalf of ACE.
5. Exhibit C attached hereto is a schedule for implementing the method of providing financial assurance for
  • decommissioning ACE's interest in the unit. As of the date of this report the approximately remaining

$3,823,166 amount and to there be funded are for approximately the Unit 26 is years remaining years in the license. The current annual funding level of

$628,235 shown in Exhibit C exceeds the total amount remaining to be funded divided by the number of years in the license.

ATLANTIC CITY ELECTRIC COMPANY By: _--~~~~-----'1--ff-~~~~

J. David Mccann Vi e President, Treasurer and Assistant Secretary SAl - 3

I I

  • Escalation Factor, 1990 Escalated Cost and ACE's Share of Escalated Costs for Unit One of the Salem Nuclear Generating Station ESCALATION FACTOR- UNIT ONE SALEM NUCLEAR GENERATING STATION EXHIBIT A Weighted Escalation Percentage Escalation Factor (a) Factor Labor 1.213 65.000/o 0.788 Energy 0.947 13.000/o 0.123 Burial 2.007 22.000/o 0.442 Total Escalation Factor 1.353 ESCALATED COST - UNIT 2 SALEM NUCLEAR GENERATING STATION
  • Minimum Decommissioning Cost per NRC -

1986 Dollars (b)

Thousands

$105,000 Escalation Factor for 1990 1.353 1990 Escalated Cost to Decommission $142,065 ACE's Share of Total Escalated Cost (7.41 %) $10,527

=

(a) NRC Final Regulatory Guide dated May 1990, page 9 (b) 10 C.F.R. 50.75(c)(1) provides for a minimum decommissioning cost of $105 million for units that have a thermal rating greater than or equal to 3400 MWt. The thermal rating for Salem Unit 1 is 3411 MWt .

I, Sabrina M. Dodd, Secretary of Atlantic City Electric Company DO HEREBY CERTIFY that the following is a true copy of resolutions duly adopted by the Board of Directors of said Company at a meeting thereof duly called and held on the twenty-ninth day of February, 1988, at which meeting a quorum was present and voting throughout, and that said resolutions are in full force and effect on the date hereof *

  • RESOLVED that Irving Trust Company is appointed as a trustee for various funds to be established for the nuclear plant decommissioning costs ("NPDC") of the Peach Bottom Atomic Power Station, Units Nos. 2 and 3 ("Peach Bottom"), Salem Nuclear Generating Station, Units Nos. 1 and 2 ("Salem") and Hope Creek Station, Unit No.l ("Hope Creek").

RESOLVED that officers of the Company are authorized, with the advice and assistance of outside counsel, to enter into such agreements as may be required to accomplish the objective set forth in these resolutions.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of said Atlantic City Electric Company this seventeenth day of July, 1990 .

  • '--Sl!Cre ta ry

ATLANTIC CITY ELECTRIC COMPANY

- MASTER DECOMMISSIONING TRUST AGREEMENT FOR HOPE CREEK NUCLEAR GENERATING STATION, PEACH BOTTOM ATOMIC POWER STATION AND SALEM NUCLEAR GENERATING STATION Dated: March 15, 1988 0407H

  • ARTICLE I. DEFINITIONS.

TABLE OF CONTENTS

1. 01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE II. MASTER TRUST PURPOSES, NAME AND FUNDS.

2.01 Master Trust Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 2.02 Establishment of Master Trust ........ *. . . . . . . . . . . 9 2.03 Acceptance of Appointment ....................... 10 2.04 Name of Master Trust ............................ 10 2.05 Division of Master Trust ........................ 10 2.06 Designation of Funds ............................ 11 2.07 Duties of Authorized Representatives ............. 12 2.08 No Authority to Conduct Business ................ 13 2.09 No Transferability of Master Trust .............. 13 ARTICLE III. CONTRIBUTIONS AND INCOME.

3.01 Initial Contribution ............................ 13 3.02 Additional Contributions ........................ 14

  • 3.03 3.04 ARTICLE IV.

4.01 Allocation of Net Income ........................ 14 Subsequent Adjustments .......................... 14 DISTRIBUTIONS.

Payment of Decommissioning Costs and Administrative Costs ...................... ; .... 15 4.02 Payment of Administrative Expenses .............. 16 4.03 F*ees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 16 4.04 Liquidation of Investments ...................... 16 ARTICLE V. TERMINATION.

5.01 Termination of Funds and Master Trust in General . ........................................ 1 7 5.02 Distribution of Master Trust and Funds Upon Termination ................................... 17 ARTICLE VI. TRUSTEES.

6.01 Designation and Qualification of Successor Trustee(s) ..................................... 18 6.02 Exoneration from Bond ........................... 20 6.03 Resignation ..................................... 20 6.04 Transactions With Third Parties ................. 20 "6. 05 Accounts and Reports ............................ 20

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  • 6.06
6. 07 ARTICLE VII.

Tax Returns and Other Reports ................... 23 Liability ....................................... 24 INVESTMENTS.

7.01 Appointment of Investment Manager(s) ............. 27 7.02 Direction by Investment Manager(s) ............... 28 ARTICLE VIII. TRUSTEE'S GENERAL POWERS.

8.01 Registration of Securities ....................... 30 8.02 Borrowing ........................................ 31 8.03 Retention and Removal of Professional and Employee Services ........................... 31 8.04 Delegation of Ministerial Powers ................. 31 8.05 Powers of Trustee to Continue Until Final Distribution ........................ 31 8.06 Discretion in Exercise of Powers ................. 32 ARTICLE IX. TRUSTEE'S INVESTMENT POWERS.

9.01 General Investment Powers ........................ 32

  • ARTICLE X.

10.01 10.02 10.03 10.04 MISCELLANEOUS.

Headings ......................................... . 34 Particular Words .................................. 34 Severability of Provisions ....................... 35 Delivery of Notices Under Agreement .............. 35 10.05 Alterations and Amendments ....................... 35 10.06 Successors and Assigns ........................... 36 10.07 Governing Law; Jurisdiction; Certain Waivers ..... 36 10.08 Accounting Year .................................. 3 7 10.09 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 EXHIBIT A. CERTIFICATE

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-ii-

  • MASTER DECOMMISSIONING TRUST AGREEMENT AGREEMENT made this 15th day of March, 1988, by and between Atlantic City Electric Company, a New Jersey corporation ("Company"), and Irving Trust Company, a New York banking corporation having trust powers ("Trustee"),

RECITALS OF THE COMPANY WHEREAS, the Company is the owner of a five percent (5%) undivided interest in the Hope Creek Nuclear Generating Station and associated facilities ("Hope Creek"); and WHEREAS, the Company is the owner of a seven and fifty-one hundredths percent (7.51%) undivided interest in

  • the Peach Bottom Atomic Power Station which consists of two nuclear power reactor units ("Peach Bottom Two" and "Peach Bottom Three") and associated facilities; and WHEREAS, the Company is the owner of a seven and forty-one hundredths percent (7.41%) undivided interest in the Salem Nuclear Generating Station which consists of two nuclear power reactor units ("Salem One" and "Salem Two") and associated facilities; and WHEREAS, the Company is subject to regulation by the New Jersey Board of Public Utilities ("BPU"), an agency of the State of New Jersey created and existing pursuant to
  • N.J.S.A. § 48:2-1, et~., and the Nuclear Regulatory Corrunission ("NRC"), ari agency of the United States government created and existing pursuant to 42 U:S.C. § 5841; and WHEREAS, the Company and the BPU are desirous that certain amounts collected by the Company through cost of service be contributed by the Company to an external nuclear decommissioning fund in order to provide for decommissioning costs with respect to the Company's ownership interest in Hope Creek; and WHEREAS, pursuant to section 468A of the Internal Revenue Code of 1986 ("Code"), certain Federal income tax
  • benefits are available to the Company by creating and making contributions to qualified Nuclear Decommissioning Reserve Funds associated with the Company's ownership interest in the Plants; and WHEREAS, the Company wishe~ to establish both qualified Nuclear Decorrunissioning Reserve Funds and.

nonqualified Nuclear Decommissioning Reserve Funds to hold amounts for the future decommissioning of the Plants; and WHEREAS, the Company wishes to establish a Master Trust for the retention and investment of the assets of the qualified and nonqualified Nuclear Decorrunissioning Reserve

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  • Funds for the Plants, wherein each Fund shall constitute a separate trust under the Master Trust.

RECITALS OF TRUSTEE WHEREAS, Irving Trust Company is a New York banking corporation with trust powers; and WHEREAS, Irving Trust Company is willing to serve as

~rustee under the Master Trust on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Company hereby agrees to deliver to the Trustee and the Trustee hereby agrees to

  • receive contributions to the Master Trust beginning on the date first written above; TO HAVE AND TO HOLD such assets; and TO INVEST AND REINVEST the same as provided herein; IN TRUST NEVERTHELESS, for the uses ~nd purposes and upon the terms and conditions, as hereinafter set forth; and TO PAY OR DISTRIBUTE from the Master Trust as provided herein .
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  • 1.01 I.

Definitions.

DEFINITIONS As used in this Master Decorrunissioning Trust Agreement, the following terms shall have the following meanings:

(1) "Agreement" shall mean and include this Master Decorrunissioning Trust Agreement as the same may be amended, modified, or supplemented from time to time.

(2) "Authorized Representative" shall mean the persons designated as such pursuant to Section 2.07 hereof.

(3) "BPU" shall mean the New Jersey Board of Public Utilities, as defined in N.J.S.A. § 48:2-1, et seg.

(4) "Certificate" shall mean a document properly completed and executed by an Authorized Representative of the Company and substantially in the form of Exhibit A hereto.

(5) "Code" shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.

(6) "Company" shall mean Atlantic City Electric Company.

(7) "Contribution" shall mean any contribution, cash or otherwise, made to the Funds.

(8) "Decommissioning Costs" shall mean the expenses incurred in decommissioning the Plants.

(9) "Excess Assets" shall have the meaning set forth in Section 3.04 hereof .

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  • (10) "Fund" shall mean any one of the Qualified or Nonqualified Funds.

(11) "Funds" shall mean the Qualified Funds and the Nonqualified Funds, collectively.

(12) "Hope.Creek" shall mean the Company's ownership interest in the Hope Creek Nuclear Generating Station.

(13) "Hope Creek Nonqualified Fund" shall consist of Contributions by the Company for decommissioning Hope Creek (but only to the extent such Contributions are not deposited and '"maintained in the Hope Creek Qualified Fund) plus earnings and appreciation thereon. _

(14) "Hope Creek Qualified Fund" shall mean the

  • Nuclear Decommissioning Reserve Fund established for Hope Creek for purposes of section 468A of the Code, and shall consist of Contributions by the Company for decommissioning Hope Creek plus earnings and appreciation thereon, which Contributions are specified in a Schedule of Ruling Amounts with respect to Hope Creek.

(15) "Investment Account" shall mean an account established by the Trustee pursuant t6 Section 7.01 hereof which consists of those assets of the Master Trust designated for management by an Investment Manager.

(16) "Investment Manager(s)" shall mean the fiduciary specified in an Investment Manager Agreement(s),

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  • including any emproyee of the Company or its affiliated companies.

(17) "Investment Manager Agreemer~-c(s)" shall mean an agreement(s) between the Company and an Investment Manager(s) selected by the Company which agreement governs the management of all or a portion of the Trust.

(18) "Nonqualified Funds" shall mean the Hope Creek Nonqualif ied Fund, the Peach Bottom Two Nonqualif ied Fund, the Peach Bottom Three Nonqualif ied Fund, the Salem One Nonqualified Fund and Salem Two Nonqualified Fund, collectively.

(19) "Order" shall mean any order relating to decommissioning the Plants issued by the BPU.

(20) "Peach Bottom Three" shall mean the Company's ownership interest in Unit Three of the Peach Bottom Atomic Power Station.

(21) "Peach Bottom Three Nonqualified Fund" shall consist of Contributions by the Company for decommissioning Peach Bottom Three (but only to the extent such Contributions are not depos*i ted and maintained in the Peach Bottom Three Qualified Fund) plus earnings and appreciation thereon.

(22) "Peach Bottom Three Qualified Fund" shall mean the Nuclear Decommissioning Reserve Fund established for Peach Bottom Three for purposes of section 468A of the Code, 0407H

  • and shall consist of Contributions by the Company for decommissioning Peach Bottom Three plus earnings and appreciation thereon, which Contributions are specified in a Schedule of Ruling A..~ounts with respect to Peach Bottom Three.

(23) "Peach Bottom Two" shall mean the Company's ownership interest in Unit Two of the Peach Bottom Atomic Power Station.

(24) "Peach Bottom Two Nonqualified Fund" shall consist of Contributions by the Company for decommissioning Peach Bottom Two (but only to the extent such Contributions are not deposited and maintained in the Peach Bottom Two Qualified Fund) plus earnings and appreciation thereon .

(25) "Peach Bottom Two Qualified Fund" shall mean the Nuclear Decommissioning Reserve Fund established for Peach Bottom Two for purposes of section 468A of the Code, and shall consist of Contributions by the Company for decommissioning Peach Bottom Two plus earnings and appreciation thereon, which Contributions are specified in a Schedule of Ruling Amounts with respect to Peach Bottom Two.

(26)" "Plants" shall mean Hope Creek, Peach Bottom Two, Peach Bottom Three, Salem One and Salem Two, collectively.

(27) "Qualified Funds" shall mean the Hope Creek Qualified Fund, the Peach Bottom Two Qualified Fund, the 0407H

  • Peach Bottom Three Qualified Fund, the Salem One Qualified Fund and the Salem Two Qualified Fund, collectively.

(28) "Salem One" shall mean the Company's ownership

  • interest in Unit One of the Salem Nuclear Generating Station.

(29) "Salem One Nonqualified Fund" shall consist of Contributions by the Company for decommissioning Salem One (but only to the extent such Contributions are not deposited and maintained in the Salem One Qualified Fund) plus earnings and appreciation thereon.

(30) "Salem One Qualified Fund" shall mean the Nuclear Decommissioning Reserve Fund established for Salem One for purposes of section 468A of the Code, and shall consist of Contributions by the Company for decommissioning Sal~m One plus earnings and appreciation thereon, which Contributions are specified in a Schedule of Ruling Amounts with respect to Salem One.

(31) "Salem Two" shall mean the Company's ownership interest in Unit Two of the Salem Nuclear Generating Station.

(32) "Salem Two Nonqualified Fund" shall consist of Contributions by the Company for decommissioning Salem Two

{but only to the extent such Contributions are not deposited and maintained in the Salem Two Qualified Fund) plus earnings and appreciation thereon .

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  • (33) "Salem Two Qualified Fund" shall mean the Nuclear Decommissioning Reserve Fund established for Salem Two for purposes of section 468A of the Code, and shall consist of Contributions by the Company for decommissioning Salem Two plus earnings and appreciation thereon, which Contributions are specified in a Schedule of Ruling Amounts with respect to Salem Two.

(34) "Schedule of Ruling Amounts" shall mean the schedule of ruling amounts referred to in section 468A(d)(i) of the Code.

(35) "Service" shall mean the Internal Revenue Service .

  • (36) "Trustee" shall mean Irving Trust Company, or any successor appointed pursuant to Section 6.01 hereof.

II. MASTER TRUST*PURPOSE, NAME AND FUNDS 2.01 Master Trust Purpose. The exclusive purpose of this Master Trust is to hold funds for the contemplated decommissioning of the Plants.

2.02 Establishment of Master Trust; By execution of this Agreement, the Company:

(a) establishes the Master Trust which shall be effective on the date first above written, and which shall consist of such Contributions as may be delivered to the Trustee by the Company for the Funds. The Master Trust shall

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  • also include further Contributions, and earnings and appreciation thereon; (b) establishes the Funds, each of which shall constitute a trust consisting of such Contributions as may be delivered to the Trustee by the Company as designated for such Fund. Each Fund also shall include further Contributions designated by the Company for such Fund, and earnings and appreciation thereon; and (c) appoints Irving Trust Company as Trustee of the Master Trust.

2.03 Acceptance of Appointment. Upon the terms and conditions herein set forth, Irving Trust Company accepts the appointment as Trustee of this Master Trust. The Trustee shall receive any Contributions deposited with it by the Company and shall hold, manage, invest and administer such Contributions, together with earnings and appreciation thereon, in accordance with this Agreement.

2.04 Name of Master Trust. The Contributions received by the Trustee from the Company together with the proceeds, reinvestments and appreciation thereof shall -constitute the "Atlantic City Electric Company Master Decommissioning Trust."

2.05 Division of Master Trust. The Master Trust shall be divided by the Trustee into the Fund(s) as follows:

(a) Hope Creek Nuclear Generating Station Qualified Fund;

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  • (b) Hope Creek Nuclear Generating Station Nonqualified Fund;

( c) Peach Bottom Atomic Power Station Unit Two Qualified Fund; (d) Peach Bottom Atomic Power Station Unit Two Nonqualified Fund; (e) Peach Bottom Atomic Power Station Unit Three Qualified Fund; (f) Peach Bottom Atomic Power Station Unit Three Nonqualified Fund;

( g) Salem Nuclear Generating Station Unit One Qualified Fund; (h) Salem Nuclear Generating Station Unit One Nonqualified Fund; (i) Salem Nuclear Generating Station Unit Two Qualified Fund;

( j) Salem Nuclear Generating Station Unit Two Nonqualified Fund.

The Trustee shall maintain such records as are necessary to reflect each Fund separately on its books from each other Fund.

2.06 Designation of Funds. Upon (i) the initial Contribution to the Master Trust as specified in Section 3.01; (ii) any withdrawal from the Master Trust for Decommissioning Costs or. administrative costs pursuant to Section 4.01, or for administrative expenses pursuant to Section 4.02; (iii) any addition to the Master Trust pursuant to Section 3.02; or (iv) any adjustment to the Nonqualified Funds or Qualified Funds pursuant to Section 3.04, the 0407H

  • Company shall designate (in writing) the Fund(s) which is to be credited or debited for the amount of such Contribution, withdrawal, addition or adjustment, and the Trustee shall credit or debit the Fund(s) in accordance with such designation; provided, however that if the Company fails to designate the Fund(s) to which any payment of administrative expenses is to be debited, such payment shall be debited pro rata (based on the fair market value of each Fund) among all of the Funds.

2.07 Duties .of Authorized Representatives. The Company has empowered the Authorized Representatives and their delegates to act for the Company in all respects

  • hereunder. The Authorized Representatives may act as a group or may designate one or more Authorized Representative(s) or delegate(s) to perform the duties described in the foregoing sentence. The Company shall provide the Trustee with a written statement setting forth the names and specimen signatures of the Authorized Representatives. The Authorized Representatives shall provide the Trustee with a written statement setting forth the names and specimen signatures of any delegate of the Authorized Representatives. Until otherwise notified in writing by the Company, the Trustee may rely upon any written notice, instruction, direction, certificate or other communication believed by it to. be genuine and to be signed or certified by any one or more
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  • Authorized Representatives or their designated delegate(s),

and the Trustee shall be under no duty to make any investigation or inquiry as to the truth or accuracy of any statement contained therein.

2.08 No Authority to Conduct Business. The purposes of this Master Trust are limited specifically to the matters set forth in Section 2.01 hereof, and there is no objective to carry on any business unrelated to the Master Trust purposes set forth in Section 2.01 hereof, or divide the gains therefrom.

2.09 No Transferability of Master Trust. The interest of the Company in the Master Trust is not transferable,

  • whether voluntarily or involuntarily, by the Compqny nor subject to the claims of creditors of the Company provided, however, that any creditor of the Company as to which a Certificate has been properly completed and submitted to the Trustee may assert a claim directly against the Master Trust in an amount not be exceed the amount specified in such Certificate.

III. CONTRIBUTIONS AND INCOME 3.01 Initial Contribution. Upon the establishment of this Master Trust on the date first written above, the Company shall cause to be delivered to the Trustee an initial Contribution .

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  • 3.02 Additional Contributions. From time to time after the initial Contribution to the Master Trust and prior to the termination of this Master Trust, the Company may make, and the Trustee shall accept, additional Contributions to the Master Trust.

3.03 Allocation of Net Income. The Trustee may pool the assets of the Funds for investment purposes in accordance with the written instructions of the Company, and, upon so doing, may treat each Fund so pooled as having received or accrued a pro rata portion (based on the principal balances of the Funds so pooled) of the net income of the Master Trust (including appreciation) related to such

  • pooled assets in any accounting year of the Master Trust.

The Trustee shall maintain such records as are necessary to reflect the allocation of income and losses among the Funds in accordance with this Section 3.03. The Trustee may rely upon the written opinion of legal counsel of the Company, who may be an employee of the Company, with respect to any question arising under this Section 3.03.

3.04. Subsequent Adjustments. Upon receipt of a written directive of the Company signed by an Authorized Representative which sets forth an amount to be transferred

("Excess Assets") from a Fund and states that such Excess Assets should be transferred to one or more other Funds as

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  • specified or paid to any person or entity (including the Company), together with the legal opinion referred to below, the Trustee shall transfer or pay such Excess Assets, as the case may be, to the Fund(s), person or entity specified by the Company in the written directive.

In all cases in which Excess Assets are to be paid or transferred, the Company shall deliver to the Trustee the written opinion of legal counsel to the Company, who may be an employee of the Company, stating that such payment or transfer will not lead to disqualification of the Qualified Fund(s) from the application of section 468A of the Code and that such payment or transfer will not constitute a violation of any Order. The Trustee shall be fully protected, and shall incur no liability hereunder or otherwise, in paying or transferring such Excess Assets in accordance with the written directive of the Company which accompanies such opinion.

IV. DISTRIBUTIONS 4.01 Payment of Decommissioning Costs and Administrative Costs. Upon receipt of a Certificate, the Trustee shall pay the sums therein set forth to the payees therein specified including, if so specified, any administrative costs related to services authorized by the Company pursuant to Section 8.03(a) hereof .

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  • 4.02 Payment of Administrative Expenses. In addition to the payment of administrative costs paid pursuant to Section 4.01 hereof, from time to time, the Trustee shall make payments of all reasonable administrative expenses (including taxes, reasonable out-of-pocket expenses and trustee's fees as specified in the fee schedule referred to in Section 4.03 hereof} in connection with the operation of the Master Trust pursuant to this Agreement. All such administrative expenses and incidental expenses of the Master Trust shall be allocated proportionately among the Funds (based on the fair market value of each Fund} unless otherwise directed by the Company. The Trustee shall maintain such records as are
  • necessary to reflect the allocation of administrative expenses and incidental expenses among the Funds in accordance with this Section 4.02.

4.03 Fees. The Trustee shall receive as exclusive compensation for its services those amounts specified in the fee schedule attached hereto as Exhibit B. Such fee schedule may be amended at any time and from time to time by the Trustee upon_thirty (30) days written notice to the Company.

4.04 Liquidation of Investments. At the direction of the Company or any Investment Manager, the Trustee shall sell or liquidate such investments of the Funds as may be specified. The proceeds of any such sale or liquidation

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  • shall be credited pro rata to the Fund or Funds to which such investments were credited prior to such sale or liquidation.

V. TERMINATION 5.01 Termination of Funds and Master Trust in General.

Each Fund established hereunder shall terminate upon the earlier of: (i) the date specified as the date that such Fund shall terminate in a written notification to the Trustee from the Company, (ii) substantial completion of the nuclear decommissioning of the Plant to which it relates (as evidenced by written notification of that fact to the Trustee by the Authorized Representative); or (iii) twenty-one (21)-

years after the death of the last survivor of each person who

  • was an officer of the Company or of any of the Company's affiliated companies on January l, 1988 and each of their descendants born on or prior to January l, 1988. This Master Trust shall terminate upon the termination of all of the Funds.

5.02 Distribution of Master Trust and Funds Upon Termination. Upon termination of this Master Trust or any Fund(s), the-Trust~e shall assist the Investment Manager(s) in liquidating the assets of the Master Trust or Fund(s), as the case may be, and distributing the then-existing assets thereof (including accrued, accumulated and undistributed net income), less final administrative costs and expenses

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  • (including accrued taxes), to the Company; provided, however, that no such distribution shall be made unless either (a) an Order has been issued which specifically authorizes such distribution and there is delivered to the Trustee, together with a copy of such Order, an opinion of legal counsel to the Company, who may be an employee of the Company, stating that such Order is sufficient to permit such distribution and no other or further Orders are necessary to authorize such distribution, or (b) the Trustee has received an opinion of legal counsel to the Company, who may be an employee of the Company, to the effect that no such Order is necessary to authorize such distribution. In acting under this SeGtion
  • 5.02, the Trustee shall be fully protected and shall occur no liability hereunder or otherwise, if any such legal opinion proves to be incorrect.

VI. TRUSTEES 6.01 Designation and Qualification of Successor Trustee(s). At any time during the term of this Master Trust, the Company shall have the right to remove the Trustee (at the Company's sole discretion) acting hereunder and appoint another qualified entity as a Successor Trustee upon thirty (30) days' notice in writing to the Trustee, or upon such shorter notice as may be acceptable to the Trustee. In the event that the Trustee or any Successor Trustee shall:

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  • (a) become insolvent or admit in writing its insolvency; (b) be unable or admit in writing its inability to pay its debts as such debts mature; (c) make a general assignment for the benefit of creditors; (d) have an involuntary petition in bankruptcy filed against it; (e) commence a case under or otherwise seek to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law, statute, or proceeding or (f) resign, the Company shall appoint a Successor Trustee as soon as practicable. In the event of any such removal or resignation, the Trustee or Successor Trustee shall have the
    • right to have its accounts settled as provided in Section 6.05 hereof. Any successor to the Company, as provided herein, shall have ~he same right to remove and to appoint any Trustee or Successor Trustee.

Any Successor Trustee shall qualify by a duly acknowledged acceptance of this Master Trust, delivered to the Company. Upon acceptance of such appointment by the Successor Trustee, the Trustee shall assign, transfer and pay over to such-Successor Trustee the assets then constituting the Master Trust. Any Successor Trustee shall have all the rights, powers, duties and obligations herein granted to the original Trustee .

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  • 6.02 Exoneration from Bond. No b6nd or other security shall be exacted or required of any Trustee or Successor Trustee appointed pursuant to this Agreement.

6.03 Resignation. The Trustee or any Successor Trustee hereof may resign and be relieved as Trustee at any time without prior application to or approval by or order of any court by a duly acknowledged instrumen-t, which shal 1 be delivered to the Company by the Trustee no less than sixty (60) days prior to the effective date of the Trustee's resignation or upon such shorter notice as may be acceptable to the Company. If for any reason the Company cannot or does not act in the event of the resignation of the Trustee, the

  • Trustee may 'apply to a court of competent jurisdiction for the appointment of a Successor Trustee and the cost of making such application shall be an administrative expense.

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

6.05 Accounts and Reports. The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions hereunder in accordance with specifications of the Company, and all

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  • accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by any person designated by the Company. Within 30 days following the close of each month, the Trustee shall file with the Company a written report setting fort-h all investments, receipts and disbursements and other transactions effected by it during the month and containing an exact description of all cash and securities contributed, purchased, sold or distributed and the cost or net proceeds of sale, and showing all cash, and securities and other investments held at the end of such month and the cost and fair market value of each item thereof
  • as carried on the books of the Trustee. Such accounts and*

reports shall be based on the accrual method of reporting net income and expenses and shall show the portion of the assets applicable to each Fund and shall also identify all disbursements from each Fund made to pay Decommissioning Costs or administrative costs and expenses.

Upon the expiration of ninety (90) days (three hundred and sixty-five (365) days in the* case of exceptions raised in the first instance by the BPU) from the date of the filing of such written reports with the Company, the Trustee shall be forever released and discharged from all liability or accountability to anyone with respect to all acts and transactions shown in such written report, except such acts 0407H

  • or transactions as to which the Company shall take exception by notice to the Trustee within such ninety (90) day period (or three hundred and sixty-five (365) day period in the case of exceptions raised in the first instance by the BPU);

provid~d however, that nothing contained herein shall be deemed to relieve the Trustee of any liability which may be imposed pursuant to Section 6.07 hereof. The Company shall give the Trustee prompt written notice of any exception that is raised by the BPU with respect to a report filed by the Trustee with the Company. In the event that any exception taken by the Company cannot be amicably adjusted, the Company may, within one year of the date of such exception, file the

  • written report in a court having jurisdiction and upon the audit thereof any and all such exceptions which may not have been amicably settled shall be heard and adjudicated. Any exception not so filed within one year*shall be deemed waived and any liability of the Trustee with respect thereto shall be deemed released.

All records and accounts maintained by the Trustee with respect to the Master Trust and the Funds shall be preserved for such period as may be required under any applicable law. Upon the expiration of any such required retention period, the Trustee shall have the right to destroy such records and accounts after first notifying the Company

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  • in writing of its intention and transfering to the Company any records and accounts requested by the Company.

6.06 Tax Returns and Other Reports. The Trustee shall prepare and timely file all Federal, state and* local income or franchise tax returns or other reports (including*

estimated tax returns and information returns) as may be

~equired from time to time with respect to the Qualified Funds, and the Company agrees to provide the Trustee in a timely manner with any information within its possession, and to cause the Investment Manager(s) to provide the Trustee with any information in its possession, which is necessary to such filings. The Trustee shall prepare and submit to the Company in a timely manner all information requested by the Company regarding the Funds required to be included in the Company's Federal, state* and local income tax returns or other reports (including estimated tax returns and information returns). Subject to ~he limitations contained in Section 8.03 hereof, the Trustee may employ independent certified public accountants or.other tax counsel to prepare or review such returns and reports and the cost thereof shall be an administrative cost. The Trustee agrees to sign any tax returns or other reports where required by law to do so or arising out of the Trustee's responsibilities hereunder, and to remit from the Master Trust appropriate payments or 0407H

  • deposits of Federal, state and local income or franchise taxes directly to the taxing agencies or authorized depositaries in a timely manner. Any interest or penalty charges assessed against the Master Trust pursuant to Chapters 67 or 68 of the Code, or pursuant to any similar state or local tax provisions, as a result of the Trustee's failure to comply with this Section 6.06 shall be an administrative expense unless caused by the Trustee's negligence or wilful! misconduct, in which case such interest or penalty charges shall be borne by the Trustee and not the Master Trust. The Trustee agrees to notify the Company in writing within ten days of the commencement of the audit of
  • any Qualified Fund's Federal, state, or local tax returns, and to participate with the Company on behalf of the Qualified Funds in such audits and related inquiries. The Trustee further agrees to provide the Company with any additional information in its possession regarding the Master Trust which may be requested by the Company to be furnished in an audit of the Company's Federal, state, or local tax returns.

6.07 Liability. (a) The Trustee shall be liable only for such Trustee's own acts or omissions {and those of its officers and employees) occasioned by the willful misconduct or gross negligence of such Trustee (or that of

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  • its officers and employees). In no event shall the Trustee be liable (i) for acting in accordance with instructions from the Company or pursuant to a legal opinion.of counsel to the Company, (ii) for special or consequential damages or (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents, depositories or sub-custodians.

(b) Notwithstanding anything contained in this Agreement to the contrary, upon receipt of written instructions from the Company (satisfactory in form to the Trustee) as to what transactions would constitute "self-dealing" under Code secton 468A(e)(5) or Code section 4951 (or any applicable successor provisions), the Trustee

  • agrees to refrain from authorizing or carrying out the transactions specified in such instructions unless the decision to so refrain would require knowledge of facts not apparent on the face of such transaction. In this latter case, the Trustee will so refrain only if it has actual knowledge of the pertinent facts and shall be under no obligation to make any investigation to determine such facts. If the Trustee authorizes or carries out any transaction in violation of the provisions of this clause (b), the Trustee (and not the Master Trust or any Qualified Fund) shall be liable for any tax imposed on the Master Trust, any Qualified Fund, or the Trustee pursuant to Code
  • 0407H
  • section 4951 (or any applicable successor provision) and for any loss or damage sustained by the Master Trust, any Qualified Fund, or the Company. Otherwise, the Trustee shall not be liable for any such tax or loss.

(c) The Company shall indemnify the Trustee and hold it harmless against any and all claims, losses, liabilities, excise taxes, damages or expenses (including reasonable attorneys' fees and expenses) howsoever arising from or in connection with this Agreement or the performance of its duties hereunder, together with any income taxes imposed on Trustee as a result of any indemnity paid to it hereunder, provided that nothing contained herein shall require that the Trustee be indemnified for any liability imposed pursuant to clauses (a) or (b) of this Section 6.07.

Nothing contained herein shall limit or in any way impair the right of the Trustee to indernnif ication under any other provision of this Agreement.

(d) The Company understands that when and if the Trustee delivers property against payment, it may deliver such property prior to actually receiving final payment and that, as a matter of bo9kkeeping convenience, the Trustee may credit one or more of the Funds with anticipated proceeds of sale prior to actual receipt of final payment. The risk of non-receipt of payment shall be the Company's and the Trustee shall have no liability therefor .

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  • (e) The provisions of this Section 6.07 and the right of the Trustee to claim the benefit thereof shall survive any termination of this Agreement and any resignation br removal of the Trustee.

VII. INVESTMENTS 7.01 Appointment of Investment Manager(s). The Company may appoint one or more Investment Managers to direct the investment of all or part of the Master Trust. The Company shall also have the right to remove any such Investmen~ Manager(s). Whenever such appointment is made, the Company shall provide written notice of such appointment

  • to the Trustee, shall specify the portion of the Master Trust with respect to which an Investment Manager has been designated, and shall instruct the Trustee to segregate into an Investment Account those assets designated for management by the Investment Manager. To the extent that assets are segregated into an Investment Account, the Trustee shall be released and relieved of all investment duties, responsibilities and liabilities customarily or statutorily incident to a trustee with respect to the assets in Investment ,Account, and as to such Investment Account the Trustee shall act as custodian. An Investment Manager shall certify in writing to the Trustee the identity of the person
  • 0407H
    • or persons authorized to give instructions or directions to the Trustee on its behalf, including specimen signatures.

The Trustee may continue to rely upon all such certification unless otherwise notified in writing by the Company or an Investment Manager, as the case may be.

7.02 Direction by Investment Manager(s). An

)

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

  • Company in writing, and shall not be under any obligation to invest or otherwise manage any assets in the Investment Account. An Investment Manager shall have the power and authority, exercisable in its sole discretion at any time, and from time to time, to issue and place orders for the purchase or sale of portfolio securities directly with-qualified brokers or dealers. The Trustee, upon proper notification from an Investment Manager, shall settle the transactions in accordance with the appropriate trading authorizations. Written notification of the issuance of each such authorization shall be given promptly to the Trustee by an Investment Manager, and such Investment Manager shall
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  • cause the settlement of such transaction to be confirmed in writing to the Trustee, and to the Company, by the broker or deaier. Such notification shall be proper authority for the Trustee to pay for portfolio securities purchased against receipt thereof and to deliver portfolio securities sold against payment therefor, as the case may be. All directions to the Trustee by an Investment Manager shall be in writing and shall be signed by a person who has been certified by such Investment Manager pursuant to Section 7.01 hereof as authorized to give instructions or directions to the Trustee.

Should an Investment Manager at any time elect to place security transactions directly with a broker or dealer,

  • the Trustee shall not recognize such transaction unless and until it has received instructions or confirmation of such fact from an Investment Manager. Should an Investment Manager direct the Trustee to utilize the services of any person with regard to the assets under its management or control, such instructions shall be in writing and shall specifically set forth the actions to be taken by the Trustee as to such services. In the event that an Investment Manager places security transactions directly or directs the utilization of a service, such Investment Manager shall be solely responsible for the acts of such persons. The sole duty of the Trustee as to such transactions shall be incident to its duties as custodian .
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  • The authority of an Investment Manager and the terms and conditions of the appointment and retention of an Investment Manager(s) shall be the responsibility solely of the Company, and the Trustee shall not be deemed to be a party or to have any obligations under any agreement with an Investment Manager. Any duty of supervision or review of the acts, omissions or overall performance of the Investment Manager{s), shall be the exclusive responsibility of the Company, and the Trustee shall have no duty to review any securities or other assets purchased by an Investment Manager, or to make suggestions to an Investment Manager or to.the Company with respect to the exercise or nonexercise of
  • any power by an Investment Manager .

VIII. TRUSTEE'S GENERAL POWER The Trustee shall have, with respect to the Master Trust, the following powers, all of which powers are fiduciary powers to b~ exercised in a fiduciary capacity and in the best interests of this Master Trust and the purposes hereof, namely:

8.01 Registration of Securities. To nold any stocks, bonds, securities, and/or other property in the name of a nominee, in a street name, or by other title-holding device, without indication of trust and generally to exercise the

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  • powers of an owner, including without limitation the power to vote, with respect to any such property whether so held or held its own name, as Trustee.

8.02 Borrowing. To borrow money in such amounts and upon such terms as the Company may authorize in writing as necessary to carry out the' purposes of this Master Trust, and to pledge any securities or other property for the repayment of any such loan as the Company may direct.

8.03 Retention and Removal of Professional and Employee Services. (a) To employ (upon authorization by the Company, which authorization shall not be unreasonably withheld) accountants, custodians, engineers, contractors, clerks and

  • agents to carry out the purposes of this Master Trust. The cost of any such employment shall be an administrative cost.

(b) To employ legal counsel in connection with matters involving the operation of this Master Trust and the Trustee's duties hereunder. The cost of any such employment shall be an administrative expense.

8.04 Delegation of Ministerial Powers. To delegate to other persons such ministerial powers and duties as the Trustee may deem to be advisable.

8.05 Powers of Trustee to Continue Until Final Distribution. To exercise any of such powers after the date on which the principal and income of the Master Trust shall

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  • have become distributable and until such time as the entire principal of, and income from, the Master Trust shall have been actually distributed by the Trustee. It is intended that distribution of the Master Trust or a Fund will occur as soon as possible upon termination of the Master Trust or Fund, subject, however, to the limitations contained in Article V hereof.

8.06 Discretion in Exercise of Powers. To do any and all other acts which the Trustee shall deem proper to effectuate the powers specifically conferred upon it by this Agreement, provided, however, that the Trustee may not do any act or participate in any transaction which would:

(1) Contravene any provision of this Agreement; or (2) Violate the terms and conditions of any instructions provided in a written statement of the

  • Company.

IX. TRUSTEE'S INVESTMENT POWERS 9.01 General Investment Powers. The Trustee recognizes the authority of an Investment Manager to manage, invest, and reinvest the assets in an Investment Account pursuant to an Investment Manager Agreement and as provided in Article VII of this Agreement, and the Trustee agrees to cooperate with any Investment Manager as deemed necessary to accomplish these tasks. Notwithstanding the foregoing, to

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  • the extent that the assets of the Master Trust have not been segregated into an Investment Account to be invested by an Investment Manager, the Trustee shall have the power to invest such assets in accordance with the written directions of the Company.

Nothing in this Agreement shall restrict the Trustee, in its individual capacity, from acting as an agent for, providing banking, investment advisory, investment management and other services to, and generally engaging in any kind of business with others (including without limiting the generality of the foregoing issuers of securities, of money market instruments or of other property purchased for

  • or on behalf of the Master Trust or any of the Funds) to the same extent as if not the Trustee hereunder. Nothing in this Agreement shall in any way be deemed to restrict the right of the Trustee, in its individual capacity, to perform services for any other person or entity, and the performance of such services for others will not be deemed to violate or give rise to any duty or obligation to the Company or the Master Trust not specifically undertaken by the Trustee hereunder.

Nothing in this Agreement shall limit or restrict the Trustee, in its individual capacity, or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own accounts. The Trustee,

  • 0407H
  • in its individual capacity, its officers, employees or affiliates,* and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of for the account of the Master Trust or one or more of the Funds. The Trustee shall have no obligation to acquire for the Master Trust or any of the Funds a position in any property which it acquires in its individual capacity, or which its officers, employees or affiliates may acquire for its or their own accounts or for the account of a client.

X. MISCELLANEOUS 10.01 Headings. The section headings set forth in this

  • Agreement and the Table of Contents are inserted for convenience of reference only and shall be disregarded in the construction or interpretation of any of the provis1ons of this Agreement.

10.02. Particular Words. Any word contained in the text of this Agreement shall be read as the singular or plural and as the masculine, feminine, or neuter as may be applicable or permissible in the particular context. Unless othewise specifically stated, the word "person" shall be taken to mean and include an individual, partnership, association, trust, company, or corporation .

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

10.04 Delivery of Notices Under Agreement. Any notice required by this Agreement to be given to the Company or the Trustee shall be deemed to have.been properly given when mailed, postage prepaid, by registered or certified mail, to the person to be notified as set forth below:

  • If to the Company:

ATLANTIC CITY ELECTRIC COMPANY 1199 Black Horse Pike Pleasantville, New Jersey 08232 Attention: Treasurer If to the Trustee:

Irving Trust Company One Wall Street New York, New York 10015 Attention: Mr. Stephen P. Weis The Company or the Trustee may change the above address by delivering notice thereof in writing to the. other party.

10.05 Alterations and Amendments. The Trustee and the Company understand and agree that modifications or amendments may be required to this Agreement from time to

  • 0407H
  • time to effectuate the purpose of this Master Trust and to comply with any Order, any changes in tax laws, regulations or rulings (whether published or private) of the Service and any similar state taxing_ authority, and any other changes in the laws applicable to the Company or the Plants-. This Agreement may be altered or amended to the extent necessary or advisable to effectuate such purposes or to comply with such Order or changes. This Agreement may also be altered or amended to encompass decommissioning Contributions with respect to other nuclear power plants owned now or in the future by the* Company. Any alteration or amendment to this Agreement must be in writing and signed by the Company and the Trustee. The Trustee shall have no duty to inquire or make any investigation as to whether any proposed amendment, modification or alteration is consistent with this Section 10.05.

10.06 Successors and Assigns. Subject to the provisions of Sections 2.09 and 6.01, this Agreement shall be binding upon and inure to the benefit of the Company, the Trustee and their respective successors, assigns, personal representatives, executors and heirs.

10.07 Governing Law; Jurisdiction; Certain Waivers.

(a) The Master Trust and all questions pertaining to its validity, construction, and administration shall be 0407H

  • determined in accordance with the internal substantive laws (apd not the choice of law rules) of the State of New York to the extent not superseded by Federal law. The Company and the Trustee hereby waive the right to a trial by jury in any action or proceeding brought hereunder.

(b) To the extent that, in any jurisdiction, the Company has or hereafter may acquire, or is or hereafter may be entitled to claim, for itself or its assets, immunity (sovereign or otherwise) from suit, execution, attachment (before or after judgment) or any other legal process brought by or on behalf of the Trustee and arising with respect to this Master Trust or the Trustee's functions hereunder, the

  • Company irrevocably agrees not to claim, and hereby waives, such immunity.

10.08 Accounting Year. The Master Trust shall operate on an accounting year which coincides with the calendar year, January 1 through December 31.

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

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

ATLANTIC CITY ELECTRIC COMPANY J. David Mccann Assistant Secretary IRVING TRUST COMPANY

~luer;;;q(~

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)

) ss:*

I, PEA-/(./.- J1;tfG6, a Notary Public in and for the aforesaid jurisdiction, do hereby certify that J.G. Salomone and J. David Mccann, who are personally known to me to be the persons who executed the foregoing Master Decorrunissioning Trust Agreement, personally appeared before me in the aforesaid jurisdiction, and as Senior Vice President-Finance and Accounting and Assistant Secretary of Atlantic City Electric Company, and by virtue of the power and authority vested in them, acknowledged the same to be the act and deed of Atlantic City Electric Company, and they executed the same as such.

Given under my hand and seal this 15th day of March, 1988.

[NOTARIAL SEAL]

  • My commissi exp~,. JONES Notary Public, ,Stac,;;.te-o~t-N=ew...-To-lrR1J---

Nc. Z4*1998900 Qualified in Kings County Certificate filed in New York Cou~ty Term Expires March 30, 19f7

  • 0407H

)

)

)

ss:

I, !V()t..y..c_~ C. CoiOl1'\bG a Notary Public in and for the af ores~id jurisdi tion, do hereby certify p .

that l') nCJ..."'- r K0.-<?...1r-...e...-f)- and are personally known t me to be the persons who executed the 5-tQrf'~\A - (A)e_(S I who foregoing Master Decommissioning Trust Agreement, personally appeared before ~ i~ the aforesaid j.l}.ris9iction, and as Se IJ'vlYY- V(C.:e. -t-"rt<;~*Je..v.r and Vlie .i::Yls<*r~eVvt of TV"\f\~CV-i:... . s-t Cb~""~t'"'"""I , and by virtue of the power and authori~ vested i tHem, acknowledged the same to be the act and deed of At=lantic City Eleetrievcompany, and they executed the same as such. -::-""'*"'\ T.*v s't-

  • Given under my hand and seal this 15th day of March, 1988.

[NOTARIAL SEAL] //] -

{,~

  • My confrnission expires State of ;;t ~~ -

.~ .

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EXHIBIT A

  • CERTIFICATE NO.

The undersigned Authorized Representative of Atlantic City Electric Company (Company), a New Jersey corporation being duly authorized and empowered to execute and deliver this Certificate, hereby directs the Trustee and any Successor Trustee of the Atlantic City Electric Company Master Decommissioning Trust (Master Trust), pursuant to Article IV of the Master Trust Agreement to pay to each payee listed, including the Company if so listed, (Payees) in Exhibit 1 hereto, the amounts set forth therein.

Accordingly, request is hereby made that the Trustee provide for the withdrawal of $ from the [Hope

  • Creek/Peach Bottom Two/Peach Bottom Three/Salem One/Salem Two] [Qualified/Nonqualified] Fund in order to permit payment of such sum to be made to the Payees. You are further requested to disburse su~h sum, once withdrawn, directly to such Payees in the following manner: [CHECK/WIRE TRANSFER/ ] on or before , 19 WITNESS MY HAND THIS _ _ day of , 19 ATLANTIC CITY ELECTRIC COMPANY By~___,___,___,___,___,~~~~___,___,___,___,~

Authorized Representative

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Exhibit B

  • m; SCHIDtJLI we would prefer to propo** a fee for this appointment whereby Irvin; Tru*t would perform the 1ervic** of:

(1) Inve1tment Manager (b) Trustee (c) Custodian Therefore our fee would be structured as follow1:

25 Basis points (.0025) on the first $10 million 17 Basia points (.0017) on the nezt $15 million 12 Basis points (.0012) on th* balance of the fund Minimum Annual ree $15,000

ATLANTIC CITY ELECTRIC COMPANY EXHIBITC SCHEDULE OF FUNDING AMOUNTS UNIT 1 OF THE SALEM NUCLEAR GENERATING STATION Funding Estimated Fund Balance Funding Year Amount Earnings* End of Vear 1988 $1,738,626 $17,386 $1,756,012 1989 $898,976 $44, 110 $2,699,098 1990 $628,235 $60,264 $3,387,598 1991 $628,235 $74,034 $4,089,867 1992 $628,235 $88,080 $4,806, 182 1993 .... $4, 172,069 $137,844 $9, 116,095 1994 $628,235 $188,604 $9,932,934 1995 $628,235 $204,941 $10,766, 110 1996 $628,235 $221,605 $11,615,950 1997 $628,235 $238,601 $12,482,786 1998 $628,235 $255,938 $13,366,959 1999 $628,235 $273,622 $14,268,816 2000 $628,235 $291,659 $15, 188,709 2001 $628,235 $310,057 $16, 127,001 2002 $628,235 $328,822 $17,084,058 2003 $628,235 $347,964 $18,060,257 2004 $628,235 $367,487 $19,055,979 2005 $628,235 $387,402 $20,071,616 2006 $628,235 $407,715 $21, 107,566 2007 $628,235 $428,434 $22, 164,235 2008 $628,235 $449,567 $23,242,037 2009 $628,235 $471, 123 $24,341,395 2010 $628,235 $493, 110 $25,462, 740 2011 $628,235 $515,537 $26,606,512 2012 $628,235 $538,413 $27,773, 160 2013 $628,235 $561,746 $28,963, 140 2014 $628,235 $585,545 $30, 176,920 2015 $628,235 $609,821 $31,414,976 2016 $628,235 $634,582 $32,677,793

" estimated real rate of return of 20/o(after truces and inflation)

"" includes deposit of unfunded amounts

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