ML20247H986

Notifies of Purchase of Securities Required by Seabrook Supplementary Preoperational Decommissioning Trust.Info Satisfies Decommissioning Funding Assurance Commitments & NRC in Position to Issue Low Power OL License for Plant

ML20247H986
Person / Time
Site:	Seabrook
Issue date:	05/22/1989
From:	Ellen Brown PUBLIC SERVICE CO. OF NEW HAMPSHIRE
To:	NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM)
References
CON-#289-8699 NYN-89065, OL-1, NUDOCS 8906010001
Download: ML20247H986 (80)

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.New Hampshire Yh IEdward A. IBeown President and Chief Executive Offcer NYN-89065 May 22, 1989 United States Nuclear Regulatory Commission Washington, DC 20555 Attention: Document Control Desk

References:

a) Facility Operating License NPF-56, Docket No. 50-443 b) NHY Letter NYN-89045 dated April 27, 1989, " Response to NRC Staff Comments on Decommissioning Funding Assurance" E. A. Brown to USNRC c) NHY Letter NYN-89054 dated May 3, 1989, " Response to Comment on Seabrook Supplementary Pre-Operational Decommissioning Trust Agreement" E. A. Brown to USNRC l

Subject:

Notification of Purchase of Securities Required by Seabrook Supplementary Pre-Operational Decommissioning Trust Gentlemen:

In Reference (b), New Hampshire Yankee (NHY) indicated that the Seabrook Supplementary Pre-Operational Decommissioning Trust (hereinafter Supplementary Trust) would be funded "promptly after the Commission has authorized.and prior to the issurnee of a low power operating license".

With the low power operating license for Seabrook Station Unit I having been j authorized by the Commission on May 18, 1989, NHY directed First NH Investment Services Corporation (the Trustee) to. purchase the securities necessary to meet the cash flow requirements specified in Exhibit C of the l Supplementary Trust. The NRC is hereby notified that the Supplementary l

Trust has been funded and that the Trustee has completed the purchase of the securities in accordance with Exhibit C. Further evidence and details of this securities purchase is provided in the attached letter dated May 22, 1989 from the Trustee.

Additionally, in Reference (b), NHY provided a draft copy of the  !

l D_ i g Supplementary Trust dated April 24, 1989, and committed to provide an M executed copy. An executed copy of the "Seabrook Supplementary Pre-rdkn. Operational Decommissioning Trust Agreement" dated May 5, 1989, is enclosed.

The executed copy of the Supplementary Trust is identical to the draft copy (t,;o with the exception that as committed in Reference (c), paragraph M.5 of section 6.01 was deleted. In addition, several changes were made to bring

,g the executed copy into further conformance with our commitments to the Staff and to meet the Trustees' requirements. A marked copy of the executed o document is also enclosed to facilitate your identification of changes.

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otr AD Q New Hampshire Yankee Division of Public Service of New Hampshire Q Dg\g P.O. Box 300 Seabrook, NH 03874 + Telephone (603) 474-9521 j \

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i United States Nuclear Regulatory Comission May 22, 1989 l Attentions- Document Control Desk Page 2 -

1 I trust that this information fully satisfies our decommissioning funding assurance comitments and that the NRC Staff is now in a position to <

issue a low power operating license for Seabrook St2 tion Unit 1 in accordance with the May 18, 1989 Order of the Comission.

Very truly yours, ,

As Agent for the Applicants Edward A. Brown cc: Mr. William T. Russell Regional Administrator United States Nuclear Regulatory Comission Region I 475 Allendale Road King of Prussia. PA 19406 i

Mr. Victor Nerses, Project Manager l Project Directorate I-3 United States Nuclear Regulatory Comission Division of Reactor Projects Washington, DC 20555 l NRC Senior Resident Inspector l P.O. Box 1149 j Seabrook Station, NH 03874 Service List

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b 1 I l SERVICE LIST I

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Lando W. Zech, Jr., Chairman Thomas M. Roberts, Commissioner !

U.S. Nuclear Regulatory U.S. Nuclear Regulatory Commission Commission One White Flint North One White Flint North l 11555 Rockville Pike 11555 Rockville Pike Rockville, MD 20852 Rockville, MD 20852 Kenneth M. Carr, Commissioner James R. Curtiss, Commissioner U.S. Nuclear Regulatory U.S. Nuclear Regulatory Commission Commission one White Flint North One White Flint North 11555 Rockville Pike 11555 Rockville Pike Rockville, MD 20052 Rockville, MD 20852

. Kenneth C. Rogers, Commissioner William C. Parler, Esquire U.S. Nuclear Regulatory General Counsel Commission Office of the General Counse)

One White Flint North one White Flint North 11555 Rockville Pike 11555 Rockville Pike Rockville, MD 20852 Rockville, MD 20852 Alan S. Rosenthal, Chairman Howard A. Wilber Atomic Safety and Licensing Atomic Safety and Licensing Appeal Panel Appeal Panel U.S. Nuclear Regulatory U.S. Nuclear Regulatory Commission Commission East West Towers Building East West Towers Building 4350 East West Highway 4350 East West Highway Bethesda, MD 20814 Bethesda, MD 20814 Thomas S. Moore Marjorie Nordlinger, Esquire Atomic Safety and Licensing Office of the General Counsel Appeal Panel One White Flint North U.S. Nuclear Regulatory 11555 Rockville Pike Commission Rockville, MD 20852 East West Towers Building 4350 East West Highway Bethesda, MD 20814  ;

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l A'ministrative d Judge Ivan Smith Administrative Judge Kenneth A.

Chairman, Atomic Safety and McCollom i Licensing Board *07 West Knapp Street l U.S. Nuclear Regulatcry Stillwater, OK 74075 1 Commission.

East West Towers. Building 4350 East West Highway j

l Bethesda, MD. 20814 1 i

Administrative Judge Richard F. Administrative Judge Peter B.

Cole, Atomic Safety.and. Bloch, Chairman,. Atomic Licensing Board Safety and Licensing Board U.S. Nuclear Regulatory U.S. Nuclear Regulatory Commission- Commission East West-Towers Building East West Towers Building 4350 East-West Highway 4350 East West Highway ,

Bethesda, MD 20814 Bethesda, Md 20814- I Dr. Jerry Harbour Administrative Judge Emmeth A.

Atomic Safety and Licensing .Luebke Board 4515 Willard Avenue U.S. Nuclear Regulatory Chevy Chase, MD. 20815 Commission

-East West Towers-Building 4350 East West Highway Bethesda, ND 20814 Mr. Richard R. Donovan Diane Curran, Esquire Federal Emergency Management Andrea C. Forster, Esquire Agency- Harmon, curran & Tousley '

Federal Pagional Center Suite 430 130 228th Street, S.W. 2001 S Street, N.W.

Bothell, WA 98021-9796 Washington, DC 20009 Robert R. Pierce,-Esquire John P. Arnold, Esquire Atomic Safety and Licensing Attorney General Board George Dana Bisbee, Esquire U.S. Nuclear Regulatory Assistant Attorney General Commission office of the Attorney General East West Towers Building 25 Capitol Street 4350 East West Highway Concord, NH 03301-6397 Bethesda, MD 20814

t a Adjudicatory File Sherwin E. Turk, Esquire Atomic Safety and Licensing Office of General Counsel Board Panel Docket (2 copies) U.S. Nuclear Regulatory U.S. Nuclear Regulatory Commission Commission One White Flint North East West Towers Building 15th Floor 4350 East West Highway 11555 Rockville Pike Bethesda, MD 20814 Rockville, MD 20852

• Atomic Safety and Licensing Robert A. Backus, Esquire Appeal Board Backus, Meyer & Solomon U . S. Nuclear Regulatory 116 Lowell Street Com1dission P.O. Box 516 Washington, DC 20555 Manchester, NH 03105 Philip Ahrens, Esquire Mr. J. P. Nadeau Assistant Attorney General Selectmen 6s Office Department of the Attorney 10 Central Road General Rye, NH 0387C Augusta, ME 04333 Paul McEachern, Esquire John Traficonte, Esquire Shaines & McEachern Assistant Attorney General Maplewood Avenue Department of the Attorney P.O. Box 360 General Portsmouth, NH 03801 One Ashburton Place, 19th Floor Boston, MA 02108 Mrs. Sandra Gavutis Mr. Calvin A. Canney Chairman, Board of Selectmen City Manager RFD 1 - Box 1154 City Hall Route 107 126 Daniel Street Kensington, NH 03827 Portsmouth, NH 03801

• Senator Gordon J. Humphrey R. Scott Hill-Whilton, Esquire U.S. Senate Lagoulis, Hill-Whilton &

Washington, DC 20510 Rotondi (Attn: Tom Burack) 79 State Street Newburyport, MA 01950

• Senator Gordon J. Humphrey Leonard Kopelman, Esquire One Eagle Square, Suite 507 Kopelman & Paige, P.C.

Concord, NH 03301 77 Franklin Street (Attn: Herb Boynton) Boston, MA 02110 )

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i O ~ ~t Mr. Thomas F. Powers, III Mr. William S. Lord Town Manager. Board of Selectmen Town of Exeter- Town Hall - Friend Street 10 Front Street Amesbury, MA 01913 )

Exeter, NH 03833 '

H. Joseph Flynn, Esquire Charles P. Graham, Esquire {

Office of General Counsel Murphy and Graham Federal Emergency Management 33. Low Street Agency ,

Newbaryport, MA 01950 500 C Street, S.W.

Washington, DC 20472 Gary W. Holmes, Esquire Richard A. Hampe, Esquire Holmes & Ells Hampe and McNicholas 47 Winnacunnet-Road 35 Pleasant Street Hampton, NH 03842 Concord, NH 03301 Judith H. Mizner, Esquire Ashod N. Amirian, Esquire 79 State Street, 2nd Floor 145 South Main Street

-Newburyport, MA 01950 P.O. Box 38 Bradford, MA 01835 James H. Carpenter, Alternate Robert Carrigg, Chairman Technical Member Board of Selectmen Atomic Safety and Licensing Town Office Board Panel y Atlantic Avenue U.S. Nuclear Regulatory North Hampton, NH 03862 Commission East West Towers Building 4350. East West Highway Bethesda, MD 20814

$ First NH Investment Services 1000 eim Street Manchester, New Hampshire 03101 Telephone (603) 644-6583 Affiliated with First NH Banks, Inc.

May 22,1989 Mr. Irving E. Canner, Controller New Hampshire Yankee Division of Pub!ic Service Company of New Hampchirc P.O. Box 300 Seabrook, NH 03874

Subject:

Seabrook Supplementary Pre-Operational Decommissioning Trust

Dear Mr. Canner:

This letter will confirm that on May 22,1989, First NH Investment Services Corporation (the Trustee) received $6,453,361.67 for credit to the Seabrook Supplementary Pre-Operational Decommissioning Trust. In accordance with investment guidelines outhned within Exhibit B of the Trust, such funds were

. then invested in securities necessary to meet the cash flow requirements specified in Exhibit C of the Trust. The following matrix identifies information specific to the securities now held within the Trust (A/C#707000071).

Net Maturity Maturity Date Acquisition Cost Value 11-15-2001 S223,755.11 5 661,000 11-15-2002 416,742.57 1,341,000 11-15-2003 417,181.70 1,462,000 11-15-2004 415,643.02 1,586,000 11-15-2005 413,206.50 1,711,000 11-15-2006 408,332.80 1,840,000 11-15-2007 401,820.90 1,970,000 11-15-2008 395,069.58 2,103,000 11-15-2009 386,764.86 2,239,000 11-15-2010 377,816.64 2,378,000 11-15-2011 369,885.60 2,520,000 11-15-2112 359,988.20 2,665,000 11-15-2013 350,680.68 2,814,000 11-15-2014 340,318.84 2,966,000 11-15-2015 331,556.40 3,122,000 11-15-2016 326,197.98 3,282,000 11-15-2017 518.400.29 5.611.000

$6A53Jg16] $4_0 y 10Jp If you require any additionalinformation, please contact either Duane Lighthall or myself at your convenience.

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1 \ / r. lh>resident & CEO 1

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/ First NH inve tment Services Corporation As Trustee l

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CASTALDO, HANNA & MALMBERG PROFESSeON AL CORPORAf aO88 to SOUTH STREET P O.SoKia??-

CONCORo, New HAMPsMiRc ossoa-1477 wEiLr.C.Statoo v E LE pw O = E STEPMEN E.wCYL 88031884-S033 RATM ER6NE M, MANNA TELECOplER J0MN A. M ALM SE AG 4803I334S485 M ARK S. McCUE EDNA M. CONWAY STEVEN L. WINER

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May 5, 1989 OF COUNSEL New' Hampshire Yankee Division of Public Service Company of New Hampshire Seabrook New Hampshire 03874 Re: Seabrook Supplementary Pre-Operational Decommissioning

. Trust Agreement (" Supplementary Trust") dated as of May 5, 1989, by and between New Hampshire Yankee Division of Public Service Company of New Hampshire ("NHY") and First NH Investment Services Corp. (" Trustee").

Dear Sirs:

Our opinion below is given to you at your request in connection with the supplementary Trust executed by NHY and the.

Trustee.

We have acted as counsel for the Trustee in connection with-the preparation, execution and delivery of the Supplementary Trust. We have examined and are familiar with the supplementary i Trust, the certificate of incorporation and the bylaws of the Trustee, and all amendments thereto, all relevant and material records of meetings and actions of the directors of the Trustee, and such agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Trustee and other dccuments as we have deemed necessary as a basis for our opinion below. In our examination of all such documents, we have assumed the genuineness of ali such documents, the conformity to original documents of documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.

Based on and subject to the foregoing, we are of the following opinion:

1. The Trustee is a duly organized and validly existing corporation in good standing under the laws of the State of New Hampshire, with corporate powers adequate for the making and performing of the Supplementary Trust and for the carrying on of the business now conducted by it.

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New Hampshire Yankee Division of Public Service Company of New Hampshire Page 2 May 5, 1989

2. The signature of John L. Claps, President and Chief Executive Officer of the Trustee has been duly authorized by the Trustee pursuant to a vote taken at a meeting of the Trustee's Board of Directors held on April 26, 1989 (the " Authorizing Vote"). The Authorizing Vote has not been rescinded or amended as of the date hereof.

3. The Supplementary Trust has been duly authorized, executed and delivered by the Trustee and constitutes the binding and enforceable agreement of the Trustee in accordance with its terms, subject to the law of bankruptcy or other laws generally affecting the rights of creditors, judicially imposed limitations on the exercise of equitable remedies and covenants implied by New Hampshire law in all agreements to act reasonably and in good faith.

Yours very truly, CASTALDO, HANNA & MALMBERG, P.C.

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By:

Stephen E. Way1 SEW /cmj 1

-* XEROX TELEcoPIER 293 ; 77-77_77;77:77 773 CCITT o3 +  ;*2

05. O 2. O9 09: 2 'O A24 wygagy NH I N V. OERV. PO2 Certificate of Vote I, John S. Fellows, Secretary of First NH Investment Services Corp., hereb the following at a meeting of the Directors of the Corporation held on April 26,1989, vote was adopted:

RESOLVED:

That John L. Claps, President and Chief Executive Officer of the Bank, be, and hereby is, authorized on behalf of the Corporation to guaranty the

~ Services Corp., a wholly owned

. performance of First NH Investment subsidiary of First -NH Bank, N.A., of its duties as Trustee under the Seabrook SupplementaryPre OperationalDecommissioningTrust Agreement f.in substantially the fonn presented to this meeting and to be executed on or about May 1,1989) and that the President and Chief Executive Officer, be, and hereby is, authorized to execute on behalf of the Corporation and enter into on bdialf of the Corporation such documents as may be related to and, in his sole opinion, necessary in connection with the said guaranty by the Corporation.

RESOLVED: That any and all acts of John L. Claps, President and Chief Executive Offic of the Corporation, with respect to the aforementioned guaranty of said Trust Agreement be, and hereby are, ratified by the Corporation.

- Date: April 26,1989 Jop. Fellows, Secretary E __ . _ _ _ _ _ _ _ _ . _ _ _ _ . . _ _ _ _ _ _ . .

.w ., 1 ia- a r SEABROOK SUPPLEMENTARY PRE-OPERATIONAL'

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DECOMMISSIONING TRUST AGREEMENT This SUPPLEMENTARY PRE-OPERATIONAL DECOMMISSIONING TRUST AGREEMENT, dated as of May 5_ , 1989, is made between Canal Electric Company, The Connecticut Light & Power Company, EUA Power Corporation, Hudson Light & Power Department, Massachusetts Municipal Wholesale Electric-Company, Montaup Electric Company, New England Power Company, New Hampshire Electric Cooperative, Inc., Public Service Company of New Hampshire, Taunton Municipal Lighting Plant, United Illuminating Company and Vermont Electric Generation &

Transmission Cooperative, Inc., rcting through NEW HAMPSHIRE YANKEE DIVISION OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE (together with its duly appointed replacements, hereinafter called the " Managing Agent"), as agent, and FIRST NH INVESTMENT SERVICES CORP., a New Hampshire corporation (together with its successor or successors, hereinafter called the " Trustee").

WHEREAS, the Managing Agent is acting as agent for the "Seatrook Participants", as defined in Section 1.01 and listed in Exhibit A, which are the joint owners and licensees of the Unit, as defined in Section 1.01; WHEREAS, by Decision dated December 21, 1988 (the

" Decision") the Nuclear Regulatory Commission (hereinafter

O a o s a c referred to, together with its successor governmental agency or agencies, as the "NRC") has imposed the requirement upon the Seabrook Participants, as a pre-condition for obtaining a low-power testing license for the Unit, to provide reasonable assurance that the sum of $72.1 million will be available to pay for decommissioning the Unit after low-power testing in the event a full power license is ultimately denied; WHEREAS, each Seabrook Participant is obligated to pay its Ownership Share of decommissioning costs under the terms of (a) the " Agreement for Joint Ownership, Construction and l Operation of New Hampshire Nuclear Units" dated as of May 1, 1973, as heretofore amended (the " Joint Ownership Agreement")

and (2) the " Pre-Operational Decommissioning Funding Agreement" dated as of February 22, 1989 between the Trustee and each of the Seabrook Participants acting.through the Managing Agent; WHEREAS, the parties to this' Agreement have established the Seabrook Pre-Operational Decommissioning Trust pursuant to an agreement dated as of February 22, 1989 as a vehicle for payment of Pre-Op Decommissioning Costs; WHEREAS, pursuant to a surety bond dated as of March 20, 1989, the Aetna Casualty and Surety Company will assure payment to the Seabrook Pre-Operational Decommissioning Trust of the Pre-Op Decommissioning Costs; i

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,a e a r WHEREAS, the NRC has required that the Seabrook Participants provide reasonable assurance that additional funds be available to pay for the cost of decommissioning the-Unit after low-power testing in the event a full power license is ultimately denied in addition to the funds available through the Seabrook Pre-Operational Decommissioning Trust as further outlined in Exhibit C; WHEREAS, the Managing Agent desires to establish independent trusts to assure, in the event the Unit is ultimately denied a full power license, the financial ability of the Seabrook Participants to meet their obligations to the NRC for payment of the Additional Pre-Operational Decommissioning Costs in connection with decommissioning the Unit, such trusts to hold all payments made to them and earnings thereon solely for the purpose of meeting such Additional Pre-Operational Decommissioning Costs and only thereafter for the benefit of the Seabrook Participants; and WHEREAS, all conditions and requirements necessary to make this Supplementary Pre-Operational Decommissioning Trust Agreement a valid and legal instrument, in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled and the execution and delivery hereof have been duly authorized.

'7W, THEREFORE, the Managing Agent on behalf of the Participants hereby transfers the sum of One Dollar to the

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Trustee and the Trustee acknowledges receipt thereof and does by these presents agree, on behalf of itself and its successor or successors in trust, to hold all property and rights conveyed to it upon the trusts and subject to the conditions herein set forth, viz.:

ARTICLE I Definitions Section 1.01. Defined Terms. For all purposes of this Supplementary Pre-Operational Decommissioning Trust Agreement, unless the context otherwise specifies or requires:

A. " Additional Pre-Operational Decommissioning Costs" shall mean the estimated costs and expenses in addition to the Pre-op Decommissioning Costs that might be incurred during the decommissioning process as set forth in Exhibit C; B. " Decision" shall mean the Decision (CLI-88-10),

dated December 21, 1988, issued by the NRC in Docket Nos.

50-443-OL-1 and 50-444-OL-1.

C. " Managing Agent" shall mean New Hampshire Yankee Division of Public Service Company of New Hampshire or any other entity from time to time appointed to act in that capacity by the Seabrook Participants pursuant to Section 3.02 hereof.

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D. " Officer's Certificate" shall mean a certificate of the Managing Agent delivered to the Trustee and signed by the President (or a Vice President), or the Treasurer (or an Assistant Treasurer), or officers with equivalent responsibilities, of the Managing Agent.

E. " Ownership Share" shall mean each Participant's ownership share of the Unit as determined by the Joint Ownership Agreement, those shares in effect on the date hereof being set forth in Exhibit A hereto.

F. " Pre-Op Decommissioning Costs" shall mean the aggregate of $72.1 million of costs and expenses enumerated in the Decision and the Plan referred to therein which would be incurred in connection with the decommissioning of the Unit if that were required as the result of denial of a full power operating license for the Unit after low-power testing of the Unit, to permit the Unit to be released for unrestricted use pursuant to NRC rules and regulations.

G. "Seabrook Participants" or " Participants" shall mean the owners of the Unit, together with their successors, as listed on Exhibit A hereto. "Seabrook Participant" or

" Participant" shall mean a single owner of the Unit as the context requires.

H. " Trust" shall mean those trusts described in Section 2.01 hereof.

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I. " Unit" shall mean the nuclear electric generating unit and the land presently owned by the Seabrook Participants and located at Seabrook, New Hampshire, known as the Seabrook Nuclear Unit I, as it shall from time to time exist, together with such structures, components and equipment now or hereafter associated therewith which become subject to decommissioning rules, regulations or orders of the NRC.

ARTICLE II Identification, Nature and Duration of the Trusts Section 2.01. Identification of Trusts. One trust shall be established and named for each of the Seabrook Participants. Such trusts shall be named collectively the "Seabrook Supplementary Pre-Operational Decommissioning Trust."

Additional trusts may be established hereunder in the event additional entities become obligated by the Joint ownership Agreement to make payment of a portion of the Additional Pre-Operational Decommissioning Costs of the Unit.

The Managing Agent shall also have the right to add additional trusts in the names of one or more of the Seabrook Participants if such additional trusts are required or desirable (in the sole discretion of the Managing Agent) to 1

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.. s t comply with any law, order, rule or regulation of any governmental body or agency.

Section 2.02 Nature and Purpose. The Seabrook Supplementary Pre-Operational Decommissioning Trust is intended to assure provisions for payment of the Additional Pre-Operational Decommissioning Costs of the Unit in the event a full power license for the Unit is denied by the NRC.

Nothing in this Supplementary Pre-Operational Decommissioning Trust Agreement shall be interpreted to relieve the individual Seabrook Participants of any obligation, for any liability, claim, demand, debt, right or cause of action, loss, damages, costs or charges which may arise from the insufficiency of the moneys held in one or more of the trusts hereunder to defray fully the Additional Pre-Operational Decommissioning Costs of the Unit. Subject to the Trustee's obligations, as set forth in this Supplementary Pre-Operational Decommissioning Trust Agreement, to hold, invest, reinvest, and disburse the principal and income of the trusts, the Trustee shall be exonerated from any and all liability which may arise from the insufficiency of the moneys held in one or more of the trusts hereunder to defray

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fully the Additional Pre-Operational Decommissioning Costs of the Unit.

The trusts hereunder will be independent of the Seabrook Participants, and will constitute vehicles that will hold and l

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$ 0 g 6. t f disburse, in accordance with the provisions hereof, moneys collected from the Seabrook Participants and dedicated to the purpose of defraying the Additional Pre-Operational Decommissioning Costs of the Unit. If, after completion of the decommissioning process for the Unit, it is determined that excess moneys may have been collected or accumulated in one or more trusts pursuant to this Supplementary Pre-Operational Decommissioning Trust Agreement, any such excess shall be distributed to or for the benefit of the Seabrook Participants pursuant to Section 8.02 hereof.

Section 2.03. Duration; Amendment. The term of the within trusts shall extend until the earliest of: (1) if a full power operating license for the Unit is issued by the NRC, the date which is thirty (30) days after the final determination of any appeal of such NRC action; or (2) if such a license has been finally denied, the exhaustion of all moneys in the trusts at a time when the Seabrook Participants are under no further obligation to make deposits therein; or (3) if such a license has been finally denied, the completion of the pre-operational decommissioning process for the Unit as evidenced by an appropriate order, license expiration or other act of the NRC; or in any event; (4) if these trusts I

are not exempted from the Rule Against Perpetuities, twenty-one years after the death of the last survivor of a group of individuals living at the creation of such trust, the l

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measuring lives shall be.all graduates of the c) asses of 1987-and 1988 of Harvard College in Cambridge, Massachusetts.

The-trusts.are irrevocable.

' ARTICLE III The Manacina Acent.

'Section 3.01.- Description of Aaency. The Managing

' Agent is acting in its capacity as agent for the Seabrook'

Participants pursuant to the Joint Ownership Agreement.- The l

L . Managing Agent and its officers, employees and agents shallz incur.no individual liability.in carrying out their duties c -hereunder. The Trustee may rely upon the authority of.the L

i Managing Agent to act on behalf of the Seabrook Participants  !

and need not make inquiry to such Seabrook Participants regarding such authority. An Officer's Certificate shall'be j accepted by the Trustee as conclusive evidence of the facts I

therein stated, and the Trustee shall be exonerated for any I

action taken or omitted to be taken by it in good faith reliance thereon. Notwithstanding the foregoing, the Trustee l

may, in its discretion, make inquiry as to such authority or facts.

l Section 3.02. Replacement of Manacina Acent. New l

Hampshire' Yankee Division of Public Service Company of New Hampshire shall act as Managing Agent hereunder until such f

r time as it is replaced by the Seabrook Participants. A L

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replacement shall be effected, at any time and from time to time, by delivery to the Trustee of a written notification, executed by Seabrook Participants having Ownership Shares in the Unit aggregating at least fifty-one percent (51%), which designates a replacement and the effective date of the replacement, whereupon the replacement shall execute an instrument accepting such appointment and deliver one counterpart to the Trustee. Thercupon, without further act, such replacement shall become vested with all the rights, powers and duties of the Managing Agent hereunder as of the date specified. The parties hereto recognize that the Seabrook participants intend to appoint New Hampshire Yankee Electric Corporation, a New Hampshire corporation, as Managing Agent hereunder as soon as practicable after all regulatory approvals have been obtained.

ARTICLE IV Supplementary Pre-Operational Decommissioning Trust Funds Section 4.01. Deposits to Supplementary Pre-Operational Decommissioning Trusts. All moneys deposited with the Trustee by or at the direction of the Managing Agent pursuant to the provisions hereof, together with income earned thereon, shall be held by the Trustee upon the trusts hereunder. Each of the Seabrook Participants is obligated by the Joint ownership Agreement, inter alia, to make payment of

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moneys to or as directed by the Managing Agent to be deposited into the trusts created by this Supplementary Pre-Operational Decommissioning Trust Agreement in.an amount equal to each Participant's share of any Additional Decommissioning Costs which may be incurred.- The Managing Agent shall determine each Participant's share of the amount to be deposited into this Supplementary Pre-Operational Decommissioning Trust for the purpose of providing funding in anticipation of the Additional Pre-Operational Decommissioning Costs, prepare a schedule for payment of such costs, and submit a copy thereof to the Trustee and each Participant. Payment shall be due from each Participant on or before the date indicated in.the schedule prepared by the j 1

' Managing Agent. The payment schedule may provide for a lump-sum payment. The Managing Agent shall instruct the Trustee to invest the funds in the Supplementary Pre-Operational Decommissioning Trust in suitable investments in accordance with the guidelines set forth in Exhibit B to assure that the amounts required in such trust as outlined in Exhibit C will be available.

No Participant's required payment shall be increased because of the failure of any other Participant to make a required payment to the trusts. Participants shall not be permitted at any time to offset any required payment by I

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application in any way of expenditures or obligations which might otherwise qualify for withdrawal under Section 4.03.

Moneys held pursuant to this Supplementary Pre-Operational Decommissioning Trust Agreement as part of any trust hereunder shall be applied or paid by the Trustee only in accordance with the provisions of this Article IV.

Section 4.02. Manacement of Trust Monevs. Principal and income held in trust under this supplementary Pre-Operational Decommission'ng Trust Agreement shall be invested and reinvested by the Trustee, and may be invested without distinction between principal and income. Such investment and reinvestment of funds in the several Participants' Trusts shall be in accordance with the investment guidelines then in effect. The investment guidelines are attached hereto as Exhibit B. Exhibit B may be revised from time to time by the Managing Agent. Any revision to Exhibit B shall be effective upon its delivery by the Managing Agent to the Trustee.

Each of the trusts hereunder shall constitute a separate and distinct trust, but for convenience of administration the Trustee may mingle or combine any of the investments or property of said trusts in a common fund or funds in which 4 the contributing trusts shall have undivided proportionate interests. In investing, reinvesting, exchanging, selling i and otherwise managing the trusts, the Trustee shall l

discharge its duties with the care, skill, prudence and '

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l diligence under the circumstances then prevailing which persons of prudence, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of a like character.

Section 4.03. Withdrawal of Trust Monevs A. Additional Pre-Operational Decommissioning Costs.

Upon compliance with the requirements of this paragraph A, moneys held by the Trustee in the trusts hereunder may be withdrawn to pay or make reimbursement of expenditures which constitute Additional Pre-Operational Decommissioning Costs of the Unit. Each Participant's share of such withdrawal shall be based on such Participant's ownership Share.

In computing the amounts that may be withdrawn for Additional Pre-Operational Decommissioning Costs of the Unit, the gross amount of an expenditure shall be reduced by any refunds, rebates, or other moneys similarly received by the Seabrook Participants or their agents with respect thereto.

Any such refund, rebate or similar payment received after the certification of the expenditure or obligation to which it relates, and which has not previously been taken into account shall, at the election of the Managing Agent, be applied 1

within three months after its receipt to reduce the amount of 1 a subsequent withdrawal for Additional Pre-Operational Decommissioning Costs from the trusts made under this 1

l' .. ,

4 paragraph or shall be redeposited in the trusts from'which the amount was withdrawn.

A withdrawal from the trusts for the purposes described in this paragraph A shall be paid to the Managing Agent upon receipt by the Trustee of an officer's certificate of the Managing Agent dated on the date of the withdrawal application:

(1) stating.the total amount to be withdrawn; (2) stating that the amount withdrawn will be used to pay or make reimbursement of expenditures which constitute decommissioning costs of the Unit and that sufficient funds are not available in the Pre-Operational Decommissioning Trust.to cover the expenditures; (3) stating the amount to be withdrawn from each Participant's trust; (4) stating that none of such expenditures and obligations have been made the basis of a prior withdrawal under this paragraph; (5) stating that any moneys which have previously been withdrawn from the trusts pursuant to this Paragraph A to pay obligations have been expended for the purposes for which they were withdrawn; and (6) stating that no governmental approval for such withdrawal is necessary or, if at any time the making of y -r

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withdrawals herefrom becomes subject to the jurisdiction J l

of any governmental agency, stating.that such regulatory j approval has been obtained and furnishing a copy thereof.

l The Trustee shall be exonerated from all liability for any action or inaction taken pursuant to such Officer's i Certificate.

B. Administrative Excens_gg. No withdrawals shall be made from the trusts hereunder f'r any administrative expenses of the trusts., for.any taxes or for any reason other than the payment of Additional Pre-Operational Decommissioning Costs pursuant to Paragraph A of this Section or a distribution pursuant to Section 8.02 hereof.

ARTICLE V Consolidation. Mercer. Convevance Section 5.01. The Seabrook Participants May Consolidate or Merce on Certain Terms. Nothing in this Supplementary Pre-Operational Decommissioning Trust Agreement shall be interpreted to prevent any consolidation or merger of any of the Seabrook Participants with, or into, any other entity or entities, or the conveyance or transfer of any of their respective rights, title and interest in the Unit and/or the )

J trusts hereunder to any other entity or entities. Upon the I sale or other transfer of all or part of a Participant's 1

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'1 interest in the Unit, moneys in the trusts hereunder established on behalf of the transferor Participant which~

l relate to the transferred interest shall be transferred to j successor trusts established on behalf of the transferee Participant.

Section 5.02. Other Successors. Nothing in this Supplementary Pre-Operational Decommissioning Trust Agreement shall be interpreted to prevent any of the Seabrook Participants from transferring their respective rights, title

.and interest in, and their obligations with-respect to, the Unit and/or the trusts hereunder to any agent, representative, authority, agency, commission or other entity or-entities, authorized by applicable state and federal statutes or regulations to assume responsibility for the decommissioning of nuclear facilities.

1 ARTICLE VI The Trustee Section 6.01. Acceptance of Trusts; certain Terms of the Trusts. The Trustee, for itself and its successors, hereby accepts the trusts created by this Supplementary Pre-Operational Decommissioning Trust Agreement and agrees to perform the same, but only upon the terms expressly herein L

set forth, including the following:

A. The Trustee makes no representations as to the value or condition of the trusts (or any part thereof) to achieve

the purposes of this Supplementary Pre-Operational Decommissioning Trust Agreement and the trusts created herein.

B. The Trustee shall be exonerated from any and all liability arising with respect to the disposition of any moneys duly paid to the Managing Agent or others under any provision hereof.

C. The Trustee may perform any duty hereunder either directly or through its agents or attorneys.

D. The Trustee may, as an expense of administering the trusts, consult with legal counsel to be selected by it (who may be counsel for the Managing Agent or any of the Seabrook Participants), and the Trustee shall not be liable for any action taken or permitted by it in good faith in accordance with the advice of such counsel.

E. The Trustee shall have the right, from time to time, to be reasonably compensated for all services rendered hereunder and to be reimbursed for all reasonable expenses l

incurred by it in the administration of the trusts created hereby. The compensation and reimbursements due to the Trustee shall be shown in bills submitted to the Managing Agent.

F. The Trustee shall segregate into separately  !

identified accounts such portions of the trust funds held in i

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the name of a Seabrook Participant as the Managing Agent may direct.

G.- The Managing Agent, as agent for the Participants, shall indemnify the Trestee against any liability it may sustain, in good faith and without negligence, in the performance of its duties hereunder.

H. The Trustee shall maintain appropriate records of all deposits, investments and earnings thereon received by the trusts and all disbursements made from the trusts, and each month the Trustee shall provide to the Managing Agent a written statement of all transactions. In addition, the Trustee shall provide to the Managing Agent at least annually a report certifying as to the activity in each of the trusts over the period since the most recent report and the balances at the beginning and end of such period.

• I. Each Seabrook Participant, and the agents of each shall have the right to review, inspect and audit the books and records of the Trustee relating to the trusts established on behalf of such Participant, provided that the expenses of such review, inspection or audit shall be paid by the Seabrook Participant causing such review, inspection or audit to be performed. The Managing Agent and its agents shall also have the authority to make such a review, inspection and audit of any one or more of the trusts hereunder, in which case the expense shall be treated as an administration

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l expense allocable to all the trusts hereunder or to the trusts reviewed, inspected or audited as the Managing Agent (in its sole discretion) shall deem reasonable. All reviews, inspections and audits shall take place during normal business hours. Reasonable notice shall be given to the Trustee of any review, inspection or audit.

J. With respect to federal, state or local income taxes imposed on the trusts at the trust (rather than the Participant) level, the Trustee shall cause appropriate tax returns to be prepared and filed and shall submit a bill for such taxes to the Managing Agent on behalf of the Participants. The Participants shall be solely liable for the payment of such taxes and the Trustee shall have no liability therefor except to the extent of moneys received by the Trustee in response to such bill. The Managing Agent shall, on a timely basis, provide the Trustee with information, if any, not already in the Trustee's possession which is needed and requested with respect to the filing of such tax returns. The Trustee shall be exonerated from any and all liability resulting from the preparation and filing of tax returns to the extent such liability arises from written information supplied to the Trustee by the Managing Agent or a Participant. With the concurrence of the Managing Agent, the Trustee shall have the right to challenge the obligation to make payment of any such taxes and shall have I

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the authority to settle any proceedings related to such taxes, and to receive refunds and take any other action necessary or appropriate'in regard to taxes-on the trusts.

K. The Trustee shall prepare and submit such applica-tions, reports and other documents as may be required by any governmental authority having jurisdiction over the trusts and performance of the trust obligations and activities specified by this Supplementary Pre-Operational Decommissioning Trust Agreement.

L. The Trustee shall have no obligation for any damage, cost, cause of action, charge or other liability arising from the operation or financing of the Unit.

M. Without in any way limiting the powers and authority conferred upon the Trustee by other provisions of this Supplementary Pre-Operational Decommissioning Trust Agreement or by law, and to the extent not inconsistent with the investment guidelines of Exhibit B as then in effect, the Trustee is expressly authorized and empowered as follows:

(1) To hold securities or other obligations in the name of the Trustee or of any other person, firm or corporation, without indication of any fiduciary capacity; (2) To give general or special proxies or powers of attorney (which may or may not be discretionary and with power of substitution) for voting or acting with

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respect to securities; to deposit securities with, or transfer them to, protective committees, voting trustees, or similar bodies; to join.in any reorganiza-tion, and to pay assessments or subscriptions called for in connection with securities held by the Trustee; (3) To receive additions to the trusts and to hold and administer the same under the provisions hereof; (4) To compromise or submit to arbitration any tax, claim or matter in dispute; (5) To make any division or distribution of, or payment from, the trusts, in kind by the fair and l

reasonable allotment and transfer of specific securities, at then current values, in lieu of cash, as

< -l a part or the whole of any one or more shares or  ;

payments; and l

(6) To credit particular receipts or gains, and to charge particular disbursements or losses or charges, to income or to principal of the trusts or to apportion them between income and principal, whether such credits  !

or charges relate to bonds acquired at a premium, to reserves or to any other matter, all as the Trustee considers fair and reasonable in each case.

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. l N. The Trustee shall not be' liable for any acts, omissions or defaults of any agent (other than its officers and employees) or depositary appointed or selected by it with reasonable care or for any acts taken or not taken at the written direction of the Managing Agent. 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 negligence of such Trustee (or that of its officers and employees). The officers and employees of the Trustee shall incur no individual liability in carrying out their duties hereunder.

Section 6.02. Persons Eliaible for ADoointment as successor Trustee. Any Successor Trustee shall at all times be a corporation, bank or trust company having its principal office and place of business in the United States of America, with a combined capital and surplus of at least $100,000,000 and authorized under applicable laws to exercisa corporate trust powers and subject to supervision or examination by appropriate federal or state authorities. If the Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining l

l L - - ._ _ - - - __ 9

authority referred to in this Section, then, for the purposes Cf this Section, the combined capital and surplus of the Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Wh-anever necessary to avoid or fill a vacancy in the office of the Trustee, the Managing Agent will, in the manner provided in Section 7.02, appoint a Trustee so that there shall at all times be a Trustee eligible under this Section.

Section 6.03. Mercer or Consolidation of the Trustee. Subject to the requirements of Section 6.02 hereof, any corporation into which the Trustee may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Trustee shall be a party or any corporation to which substantially all the business and assets of the Trustee may be transferred, shall be the Trustee under this supplementary Pre-Operational Decommissioning Trust Agreement, without further act.

ARTICLE VII Successor Trustee Section 7.01. Resignation and Removal. The Trustee may resign by giving at least six weeks' prior written notice to the Managing Agent, such resignation to become effective on the day specified in such notice, or upon the appointment of

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a successor and such successor's acceptance, whichever is later.

The Managing Agent may at any time remove the Trustee, with or without cause, upon at least six weeks prior written notice, such notice to be in the form of an officer's Certificate declaring such removal and specifying the successor trustee appointed pursuant to Section 7.02.

Section 7.02. ADoointment of Successor. In the event the Trustee resigns, is removed, or becomes incapable of acting or is adjudged a bankrupt or insolvent, or if a receiver of such entity or its property is appointed or a public officer takes charge or control of such entity or its property or affairs for the purpose of rehabilitation, conservation or liquidation, a vacancy shall be deemed to exist in the office of such Trustee, and a successor shall be appointed by the Managing Agent. Such appointment shall take-effect upon acceptance as provided in Section 7.03.

If, in a proper case, no successor Trustee shall have been appointed pursuant to the foregoing provisions of this Section, or if appointed, shall not have accepted the appointment, within 60 days after (a) the effective date of the resignation of the Trustee, or (b) the occurrence of a vacancy in the office of the Trustee, a Participant may apply to a court of competent jurisdiction to appoint a successor Trustee.

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l Section 7.03. Acceptance of Accointment by Successor Trustee . A successor Trustee appointed hereunder shall execute an instrument accepting such appointment and deliver one counterpart thereof to the Managing Agent and, if applicable, the court making such appointment. Thereupon, without any further act, such successor Trustee shall become vested with all the properties, rights, powers, trusts and duties of the retiring Trustee as originally named under this Supplementary Pre-Operational Decommissioning Trust Agree-ment.

Section 7.04. Duties of Retirina Trustee. Any Trustee who retires, resigns or is ot!terwise removed from office shall prepare and submit to the Managing Agent a final accounting with respect to the trusts established hereunder and, when requested by the successor Trustee in writing or by the Managing Agent, and upon payment of any lawful charges and disbursements, shall execute and deliver an instrument or instruments conveying and transferring to such successor Trustee all its properties, rights, powers, and trusts hereunder and shall duly assign, transfer and deliver to such )

successor Trustee all property and moneys held by it hereunder. The Trustee shall have the right to a judicial settlement of any final accounting before any appropriate court in the State of New Hampshire.

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1 ARTICLE VIII Distribution of Assets upon Termination Section 8.01. Transfer to Successor Trust. In the ,

event that one or more of the decommissioning trusts established pursuant to this supplementary Pre-operational Decommissioning Trust Agreement is required or permitted by an action of any governmental authority having jurisdiction to be transferred to another trust or trusts in order to satisfy the purposes specified in Section 2.02, the Managing Agent shall have the right, by written notice to the Trustee to elect to have such trust or trusts merged into such other trust or trusts. Upon the complet. .) of such trar sfer, the specified trust shall terminate.

Section 8.02. Final Distribution. Any moneys remaining in a trust upon termination of the trust pursuant to Section 2.03 hereof shall be distributed by the Trustee to the Managing Agent for the benefit of the applicable Seabrook Participant, except as may be otherwise ordered by any governmental authority having jurisdiction over such distribution.

1 If any of the trusts created by this Supplementary Pre-Operational Decommissioning Trust Agreement is finally determined to be void for any reason by a court or other governmental authority having jurisdiction, any portion of i

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2 the trust property which cannot then be applied to achievement of the purposes specified herein shall be distributed in the manner specified in this Section 8.02.

ARTICLE IX General Provisions Section 9.01. Sucolemental Trust Acreements. Subject to Section 2.03 hereof, this Supplementary Pre-Operational Decommissioning Trust Agreement may be amended or supplemented from time to time by the execution and delivery of one or more supplemental trust agreements by and between the Managing Agent and the Trustee, provided that the amendment or supplement has received any required approval or acceptance by any governmental body having jurisdiction.

Section 9.02. No Implied Obligations. This Supplementary' Pre-Operational Decommissioning Trust Agreement shall not be interpreted to impose any duty, responsibility, obligation or liability upon the Trustee or the Managing Agent in addition to those duties, responsibilities, obligations and liabilities which are imposed by law or expressly specified in this instrument.

Section 9.03. Applicable Law; Forum. This Supplementary Pre-Operational Decommissioning Trust Agreement and the trusts hereunder shall be goverrad by and construed in accordance with the laws of the State of New Hanipshire.

Any dispute concerning the interpretation or application of this Supplementary Pre-Operational Decommissioning Trust Agreement, or the distribution of any of its assets shall be initir ted only in a state or federal court of competent subject matter jurisdiction located within the State of New Hampshire.

Section 9.04. Unenforceable Provisions. Any provision of this Supplementary Pre-Operational Decommissioning Trust Agreement which is prohibited or is determined to be unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdic-tion.

Section 9.05. Written Chances and Notices. No term or provision of this Supplementary Pre-Operational Decommissioning Trust Agreement may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party or other person against whom enforcement of the change, waiver, discharge or termination is sought; and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

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_ 'f a Section 9.06. Counterparts. This Supplementary Pre-l Operational Decommissioning Trust Agreement may be executed ,

by the parties hereto in separate counterparts, each of which when so' executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 9.07. Headinos, Pronouns. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

A pronoun in the masculine gender shall include the feminine and vice versa.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplementary Pre-Operational Decommissioning Trust Agreement to be duly executed by their respective authorized officers as of the date first above written.

Canal Electric Company' The Connecticut Light &

Power Company EUA Power Corporation Hudson Light & Power Department Massachusetts Municipal Wholesale Electric Company Montaup Electric Company New England Power Company New Hampshire Electric Cooperative, Inc.

Public Service Company of New Hampshire Taunton Municipal Lighting Plant United Illuminating Company Vermont Electric Generation &

Transmission Cooperative, Inc.

By NEW HAMPSHIRE YANKEE DIVISION OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, as Agent

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FIRST NH INVESTMENT SERVICES CORPORATION, as Trustee n

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EXHIBIT A Ownershio Shares of the Seabrook Participants Participant Ownershio Share Canal Electric Company 3.52317%

Connecticut Light & Power Co._ 4.05985%

EUA Power Corporation 12.1324%

. Hudson Light & Power Department 0.07737%

Mass. Municipal Wholesale Electric Co. 11.5934%

Montaup Electric Company 2.89989%

New England Power Company 9.95766%

New Hampshire Electric Cooperative 2.17391%

Public Service Company of New Hampshire 35.56942%

Taunton Municipal Lighting Plant 0.10034%

United Illuminating Company 17.5%

Vermont Electric Generation &

Transmission Cooperative, Inc. 0.41259%

100%

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• EXHIRfTE e INVESTMENT GUIDELINES FOR THE SUPPLEMENTARY PRE-OPERATIONAL DECOMMISSIONING TRUST AGREEMENT PURPOSE The purpose of thesc guidelines is to define the objectives and limitations on the Supplementary Pre-Operational Decommissioning Trust.

OBJECTIVES

1. To assure safety of principa'.

2. To retain liquidity to meet decommissioning costs beyond the requirements of the Pre-Operational Decommissioning Trust Agreement.

RESPONSIBILITY The Trustee will be responsible for the administration of the Supplementary Pre-Operational Decommissioning Trust, reporting to the Managing Agent, as required

-within the Supplementary Pre Operational Decommissioning Trust Agreement dated .,

May 5. 1989, Article VI, Section 6.01, H.

PERMISSIBLE INVESTMENTS Investments shall be limited to the following investment vehicles:

1. United States Government Zero Coupon Bonds more commonly referred to as Separate Trading of Registered Interest and Principal of Securities (STRIPS).

2. United States Government Money Market Fund.

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RISK CONTROI,

1. Maturity l

A. U.S. Government Zero Coupon Bonds The maturity of the portfolio shall be structured to satisfy the projected additional pre operational decommissioning costs beyond the requirements of the Pre Operational Decommissioning Trust Agreement. See Exhibit C fer maturity requircrc.;nts.

B. U.S. Government Money Market Fund The Fund must have assets of no less than 5250 million with a dollar weighted average maturity of no more than 120 days.

2. The Prudent Man Rule is to apply at all times.

3. All U.S. Government Zero Coupon Bond settlements must be delivery versus payments. Such securities may be delivered to a third party as mutually agreed to between the Trustee and the Managing Agent.

4. Recognizing the long term nature of the portfolio and its investment objective, active management of these securities can only be effected by direct authorization from the Managing Agent.

'.,.&4.' rd a j EXHIBIT C '

PRE-OPERATIONAL DECOMMISSIONING COSTS BEYOND THE REQUIREMENTS OF THE PRE-OPERATIONAL DECOMMISSIONING TRUST AGREEMENT SCHEDULE OF UNITED STATES COVERNMENT ZERO COUPON BOND MATURITY REQUIREMENT Supplementary Pre-Operational Pre-Operational Decommissioning Decommissioning 8 Y3AI. Trust - Trust M 1 5 14,018,650 514,018,650 2 6,736,673 6,736,673 3 1,773,467 1,773,467 4 1,835,538 1,835,538 5 2,184,999 2,184,999 6 1,966,274 1,966,274 7 2,035,094 2,035,094 8 2,106,322 2,106,322 9 2,180,043 2,180,043 10 2,256,345 2,256,345 11 2,335,317 2,335,317 12 1,756,899 5 660,154 2,417,053 13 1,161,169 1,340,481 2,501,650 14 1,127,349 1,461,858 2,589,207 15 1,094,514 1,585,316 2,679,830 16 1,062,635 1,710,989 2,773,624 17 1,031,684 1,839,017 2,870,701 18 1,001,635 1,969,540 2,971,175 19 972,461 2,102,705 3,075,166 20 944,137 2,238,660 3,182,797 21 916,638 2,377,557 3,294,195 22 889,940 2,519.552 3,409,492 23 864,019 2,664,805 3,528,824 24 838,854 2,813,479 3,652,333 25 814,421, 2,965,743 3,780,164 26 790,700 3,121,770 3,912,470 27 767,670 3,281,737 4,049,407 28 16.663.009 5.610.150 22.273.159 '

$72.126.456 540.263.513 5112.389.969

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O SEABROOK SUPPLEMENTARY PRE-OPERATIONAL DECOMMISSIONING TRUST AGREEMENT INDEX Pace ARTICLE I: DEFINITIONS 1.01 Defined Terms ...................................... 4 ARTICLE II: IDENTIFICATION, NATURE AND DURATION OF THE TRUSTS 2.01 Identification of Trusts ........................... 6 2.02 Nature and Purpose ................................. 7

.2.03 Duration; Amendment ................................ 8 ARTICLE III: THE MANAGING AGENT 3.01 Description of Agency .............................. 9 3.02 Replacement of Managing Agent ...................... 9 ARTICLE IV: SUPPLEMENTARY PRE-OPERATIONAL DECOMMISSIONING TRUST FUNDS 4.01 Deposits to Supplementary Pre-Operational Decommissioning Trusts ........................... 10 4.02 Management of Trust Moneys ......................... 12 4.03 Withdrawal of Trust Moneys ......................... 13 ARTICLE V: CONSOLIDATION, MERGER, CONVEYANCE 5.01 The Seabrook Participants May Consolidate or Merge an Certain Terms ................................. 15 5.02 Other Successors ................................... 16 ARTICLE VI: THE TRUSTEE 6.01 Acceptance of Trusts; Certain Terms of the Trusts .. 16 6.02 Persons Eligible for Appointment as Successor Trustee ................................ 22 6.03 Merger or Consolidation of the Trustee ............. 23 ARTICLE VII: SUCCESSOR TRUSTEE 7.01 Resignation and Renoval ............................ 23 7.02 Appointment of Successor ........................... 24 7.03 Acceptance of Appointment by Successor Trustee ..... 25 7.04 Duties of Retiring Trustec ......................... 25

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o ARTICLE VIII: DISTRIBUTION OF ASSETS UPON TERMINATION 8.01 Transfer to Succcssor Trust ........................ 26 0.02 Final Distribution ................................ 26 ARTICLE IX: GENERAL PROVISIONS 9.01 Supplemental Trust Agreements ...'.................. 27 9.02 No Implied Obligations ............................. 27 9.03 Applicable Law; Forum .............................. 27 9.04 Unenforceable Provisions ........................... 28 9.05 Written Chanois and Notices ........................ 28 9.06' Counterparts ...................................... 29 9.07. Headings, Pranoans ................................. 29 SCHEDULE OF EXHIBITS Exhibit A: Ownership Shares of the Seabrook Participants Exhibit B: Investment Guidelines for the Supplementary Pre-Operational Decommissioning Trust Agreement Exhibit C: Pre-Operational Decommissioning Costs Beyond the Requirements of the Pre-Operational Decommissioning Trust Agreement -- Schedule of United States Government Zero Coupon Bond' Maturity Requirement

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• Marked Copy SEABROOK SUPPLEMENTARY PRE-OPERATIONAL DECOMMISSIONING TRUST AGREEMENT This SUPPLEMENTARY ?RE-OPERATIONAL DECOMMISSIONING TRUST AGREEMENT, dated as of May jL, 1989, is made between Canal Electric Company, The Connecticut Light & Power Company, EUA Power Corporation, Hudson Light & Power Department, Massachusetts Municipal Wholesale Electric Company, Montaup Electric Company, New England Power Company, New Hampshire Electric Cooperative, Inc., Public Service Company of New Hampshire, Taunton Municipal Lighting Plant, .

United Illuminating Company and Vermont Electric Generation &

Transmission Cooperative, Inc., acting through NEW HAMPSHIRE YhNKEE DIVISION OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE (together with its duly appointed replacements, hereinafter called the " Managing Agent"), as agent, and FIRST NH INVESTMENT SERVICES CORP., a New Hampshire corporation (together with its successor or successors, hereinafter called the " Trustee").

WHEREAS, the Managing Agent is acting as agent for the "Seabrook Participants", as defined in Section 1.01 and listed in Exhibit A, which are the joint owners and licensees of the Unit, as defined in Section 1.01; l WHEREAS, by Decision dated December 21, 1988 (the

" Decision") the Nuclear Regulatory Commission (hereinafter j l j l l

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referred to, together with its successor governmental agency or agencies, as the "NRC") has imposed the requirement upon the Seabrook Participants, as a pre-condition for obtaining a low-power testing license for the Unit, to provide reasonable assurance that the sum of $72.1 million will be available to pay for decommissioning the Unit after low-power testing in the event a full power license is ultimately denied; WHEREAS, each Seabrook Participant is obligated to pay its Ownership Share of decommissioning costs under the terms of (a) the " Agreement for Joint Ownership, Construction and .

Operation of New Hampshire Nuclear Units" dated as of May 1, 1973, as heretofore amended (the " Joint Ownership Agreement")

and (2) the " Pre-Operational Decommissioning Funding Agreement" dated as of February 22, 1989 between the Trustee and each of the Seabrook Participants acting through the Managing Agent; WHEREAS, the parties to this Agreement have established the Seabrook Pre-Operational Decommissioning Trust pursuant to an agreement dated as of February 22, 1989 as a vehicle for payment of Pre-Op Decommissioning Costs; WHEREAS, pursuant to a surety bond dated as of March 20, 1989, the Aetna Casualty and Surety Company will assure payment to the Seabrook Pre-Operational Decommissioning Trust of the Pre-Op Decommissioning costs; 1

_ _ _ _ _ _ _ . _ . _ _ _ . _ _ _ l

.. _ y WHEREAS, the NRC has required that the Seabrook-Participants provide reasonable assurance that additional funds be available to pay for the cost of decommissioning the Unit after low-power testing.in the event a full power license is ultimately denied in addition to the funds available through the Seabrook Pre-Operational Decommissioning Trust as further outlined in Exhibit C; WHEREAS, the Managing Agent desires to establish independent trusts to assure, in the event the Unit is ultimately denied a full power license, the financial ability of the Seabrook Participants to meet their obligations to the NRC for payment of the Additional Pre-Operational Decommissioning Costs in connection with decommissioning the Unit, such trusts to hold all payments made to them and earnings thereon solely for the purpose of meeting such Additional Pre-Operational Decommissioning Costs and only thereafter for the benefit of the Seabrook Participants; and WHEREAS, all conditions and requirements necessary to make this Supplementary Pre-Operational Decommissioning Trust Agreement a valid and legal instrument, in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled and the execution and delivery hereof have been duly authorized.

NOW, THEREFORE, the Managing Agent on behalf of the Participants hereby transfers the sum of one Dollar to the

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1 Trustee and'the Trustee acknowledges receipt thereof and does by these presents agree, on behalf of itself,and its 1

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, successor or successors in trust, to hold all property and rights conveyed to it upon the trusts and subject to the conditions herein set forth, viz.:

ARTICLE I Definitions l

Section 1.01. Defined Terms. For all purposes of this Supplementary Pre-operational Decommissioning Trust -

Agreement, unless the context otherwise specifies or requires:

A. " Additional Pre-Operational Decommissioning Costs" shall mean the estimated costs and expenses in addition to the Pre-op Decommissioning Costs that might be. incurred /

during the decommissioning process as set forth in Exhibit C; B. " Decision" shall mean the Decision (CLI-88-10),

dated December 21, 1988, issued by the NRC in Docket Nos.

50-443-OL-1 and 50-444-OL-1.

C. " Managing Agent" shall mean New Hampshire Yankee Division of Public Service Company of New Hampshire or any other entity from time to time appointed to act in that capacity by the Seabrook Participants pursuant to Section 3.02 hereof. ,

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D. " Officer's Certificate" shall mean a certificate of the Managing Agent delivered to the Trustee and signed by the President (or a 1"Se President), or the Treasurer (or an Assistant Treasurer), or officers with equivalent responsibilities, of the Managing Agent. j E. " Ownership Share" shall mean each Participant's-owrcrship share of the Unit as determined by the Joint Ownership Agreement, those shares in effect on the date hereof being set forth in Exhibit A hereto.

F. " Pre-Op Decommissioning Costs" shall mean the aggregate of $72.1 million of costs and expenses enumerated in the Decision and the Plan referred to therein which would be incurred in connection with the decommissioning of the Unit if that were required as the result of denial of a full power operating license for the Unit after low-power testing of the Unit, to permit the Unit to be released for unrestricted use pursuant to NRC rules and regulations.

G. "Seabrook Participants" or " Participants" shall mean the owners of the Unit, together with their successors, as listed on Exhibit A hereto. "Seabrook Participant" or

" Participant" shall mean a single owner of the Unit as the context requires.

H. " Trust" shall mean those trusts described in Section 2.01 hereof.

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( I. " Unit" shall mean the nuclear electric generating unit and the land presently owned by the.Seabrook Participants and located at Seabrook, New Hampshire, known as the'Seabrook Nuclear Unit I, as it shall from time to time exist, together with such structures, components and equipment now or hereafter associated therewith which.become subject to decommissioning rules, regulations or orders of the NRC.

ARTICLE II Identification. Nature and Duration of the Trusts Section 2.01. Identification of Trusts. One trust shall be established and named for each of the Seabrook Participants. Such trusts shall be named collectively the "Seabrook Supplementary Pre-Operational Decommissioning Trust."

Additional trusts may be established hereunder in the event additional entities become obligated by the Joint  ;

i Ownership Agreement to make payment of a portion of the Additional Pre-Operational Decommissioning Costs of the Unit.

The Managing Agent shall also have the right to add additional trusts in the names of one or more of the Seabrook Participants if such additional trusts are required or desirable (in the sole discretion of the Managing Agent) to j i

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<i comply with any law, order, rule or regulation of any governmental body or agency. q

'Section 2.02 Nature and Purcose. The Seabrook Supplementary Pre-Operational Decommissioning Trust is intended to assure provisions for payment of th'e Additional Pre-Operational Decommissioning Costslof the Unit in the event a full power license for the Unit is denied by the NRC.

I Nothing'in this~Supp.~ementary Pre-Operational Decommissioning-Trust Agreement shall be interpreted to relieve the individual Seabrook. Participants of any obligation, for any ,

liability, claim, demand, debt, right or cause of action, loss, damages, costs or charges which may arise from the insufficiency of the moneys held in one or more of the trusts hereunder to defray fully the Additional Pre-Operational Decommissioning Costs of the Unit. Subject to the Trustee's obligations, as set forth in this-Supplementary Pre-Operational Decommissioning Trust Agreement, to hold, invest, reinvest, and disburse the principal and income of the trusts, the Trustee shall be exonerated from any and all liability which may arise from the insufficiency of the moneys held in one or more of the trusts hereunder to def-ay

^

fully the Additional Pre-Operational Decommissioning Costs of the Unit.

The trusts hereunder will be independent of the Seabrook Participants, and will constitute vehicles that will hold and

disburse, in accordance with the provisions hereof, moneys collected from the Seabrook Participants and dedicated to the purpose of defraying the Additional Pre-operational Decommissioning Costs of the Unit. If, after completion of the decommissioning process for the Unit, it is determined that excess moneys may have been collected or accumulated in one or more trusts pursuant to this Supplementary Pre-Operational Decommissioning Trust Agreement, any such excess shall be distributed to or for the benefit of the Seabrook Participants pursuant to Section 8.02 hereof. ,

Section 2.03. Duration; Amendment. The term of the within trusts shall. extend until the earliest of: (1) if a full power operating license for the Unit is issued by the NRC, the date which is thirty (30) days after the final determination of any appeal of such NRC action; or (2) if such a license has been finally denied, the exhaustion of all moneys in the trusts at a time when the Seabrook Participants are under no further obligation to make deposits therein; or (3) if such a license has been finally denied, the completion of the pre-operational decommissioning process for the Unit as evidenced by an appropriate order, license expiration or other act of the NRC; or in any event; (4) if these trusts are not exempted from the Rule Against Perpetuities, twenty-i one years after the death of the last survivor of a group of individuals living at the creation of such trust, the

--n-measuring lives shall be all graduates of the classes of 1987 and 1988 of Harvard College in Cambridge, Massachusetts.

The trusts are irrevocable.

ARTICLE III The Manacina Acent Section 3.01. Description of Acency. The Managing Agent is acting in its capacity as agent for the Seabrook Participants pursuant to the Joint Ownership Agreement. The Managing Agent and its officers, employees and agents shall .

incur no individual liability in carrying out their duties hereunder. The Trustee may rely upon the authority of the Managing Agent to act on behalf of the Seabrook Participants and need not make inquiry to such Seabrook Participants regarding such authority. An officer's Certificate shall be accepted by the Trustee as conclusive evidence of the facts therein stated, and the Trustee shall be exonerated for any action taken or omitted to be taken by it in good faith reliance thereon. Notwithstanding the foregoing, the Trustee may, in its discretion, make inquiry as to such authority or facts.

Section 2.02. Replacement of Manaaina Acent. New Hampshire Yankee Division of Public Service Company of New Hampshire shall act as Managing Agent hereunder until such time as it is replaced by the Seabrook Participants. A i

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replacement ~shall be effected, at any. time and from time to-time, by delivery to the Trustee of a written notification, executed by Seabrook Participants having ownership Shares in the Unit aggregating at least fifty-one percent (51%), which decignates a replacement and the effective date of the replacement, whereupon the replacement shall execute an instrument accepting such appointment and deliver one counterpart to the Trustee. Thereupon, without further act, such replacement shall become vested with all the rights, powers and duties of the Managing Agent. hereunder as of the ,

date specified. The parties hereto recognize that the Seabrook Participants intend to appoint New Hampshire Yankee Electric Corporation, a New' Hampshire corporation, as Managing Agent hereunder as soon as practicable after all regulatory approvals have been obtained.

ARTICLE IV Sucolementary Pre-Operational Decommissioning Trust Funds Section 4.01. Deposits to Sucolementary Pre-Operational Decommissioning Trusts. All moneys deposited with the i

Trustee by or at the direction of the Managing Agent pursuant to the provisions hereof, together with income earned thereon, shall be held by the Trustee upon the trusts hereunder. Each of the Seabrook Participants is obligated by the Joint Ownership Agreement, inter alia, to make payment of

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moneys to or as directed by the Managing Agent to be deposited into the trusts created by this Supplementary Pre-operational Decommissioning Trust Agreement in an amount equal to each Participant's share of any Additional Decommissioning Costs which may be incurred.

A The Managing Agent shall determine each Participant's share of the amount to be deposited into this Supplementary Pre-operational

-Decommissioning Trust for the purpose of providing funding in anticipation of the Additional Pre-operational Decommissioning costs, prepare a schedule for payment of such ,

costs, and submit a copy thereof to the Trustee and each Participant. Payment shall be due from each Participant on or before the date indicated in the schedule prepared by the Managing Agent. The payment schedule may provide for a lump-sum payment. _The Managing Agent shall instruct the Trustee to invest the funds in the supplementary Pre-operational Decommissioning Trust in suitable investments in accordance with the guidelines set forth in Exhibit B to assure that the amounts required in such trust as outlined in Exhibit C will be available.

No Participant's required payment shall be increased because of the failure of any other Participant to make T required payment to the trusts. Participants shall not be permitted at any time to offset any required payment by

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application in any way of expenditures or obligations which might otherwise qualify for withdrawal under Section 4.03.

Moneys held pursuant to this Supplementary Pre-

' Operational Decommissioning Trust Agreement as part of any .)

l trust hereunder shall be applied or paid by the Trustee only in accordance with the provisions of this Article IV.

l Section 4.02. Manacement of Trust Monevs. Principal and income held in trust under this Supplementary Pre-Operational Decommissioning Trust Agreement shall be invested and reinvested by the Trustee, and may be invested without ,

distinction between principal and income. Such investment and reinvestment of funds in the several Participants' Trusts shall be in accordance with the investment guidelines then in effect. The investment guidelines are attached hereto as Exhibit B. Exhibit B may be revised from time to time by the Managing Agent. Any revision to Exhibit B shall be effective upon its delivery by the Managing Agent to the Trustee.

Each of the trusts hereunder shall constitute a separate and distinct trust, but for convenience of administration the Trustee may mingle or combine any of the investments or property of said trusts in a common fund or funds in which the contributing trusts shall have undivided proportionate interests. In investing, reinvesting, exchanging, selling and otherwise managing the trusts, the Trustee shall discharge its duties with the care, skill, prudence and

s diligence.under the circumstances then prevailing which persons of prudence, acting in a like capacity and familiar with such' matters, would use in the conduct of an enterprise of a like character.

Section 4.03. Withdrawal of Trust Monevs A. Additional Pre-Operational Decommissioning Costs.

Upon compliance with the requirements of this paragraph A, moneys held by the Trustee in the trusts hereunder may be withdrawn to pay or make reimbursement of expenditures which constitute Additional Pre-Operational Decommissioning Costs ,

of the Unit. Each Participant's share of such withdrawal shall be based on such Participant's Ownership Share.

In computing the amounts that may be withdrawn for Additione.1 Pre-Operational Decommissioning Costs'of the Unit, the gross amount of an expenditure shall be reduced by any refunds, rebates, or other moneys similarly received by the Seabrook Participants or their agents with respect thereto.

Any such refund, rebate or similar payment received after the certification of the expenditure or obligation to which it i

relates, and which has not previously been taken into account shall, at the election of the Managing Agent, be applied within three months after its receipt to reduce the amount of I

a subsequent withdrawal for Additional Pre-Operational Decommissioning Costs from the trusts made under this s ..

paragraph or shall be redeposited in the trusts from which the amount was withdrawn.

A withdrawal from the trusts for the purposes described in this paragraph A shall be paid to the Managing Agent upon receipt by the Trustee of an officer's certificate of the Managing Agent dated on the date of the withdrawal application:

(1) stating the total amount to be withdrawn; (2) stating that the amount withdrawn will be used to pay or make reimbursement of expenditures which .

constitute decommissioning costs of the Unit and that sufficient funds are not available in the Pre-Operational Decommissioning Trust to cover the expenditures; (3) stating the amount to be withdrawn from each Participant's trust; (4) stating that none of such expenditures and obligations have been made the basis of a prior withdrawal under this paragraph; (5) stating that any moneys which have previously been withdrawn from the trusts pursuant to this i Paragraph A to pay obligations have been expended for the purposes for which they were withdrawn; and (6) stating that no governmental approval for such withdrawal is necessary or, if at any time the making of

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approval has been obtained.and furnishing.a copy:

.thereof.

The' Trustee shall be exoncerated from all liability.for'any l

action cnt inaction taken pursuant to such Officer's i ,

Certificate.-

B. Administrative Expenses. HNo withdrawals shall be made from'the trusts hereunder for any administrative.

expenses of the trusts, ice any taxes.or for any reason other-

-than.the payment of Additional Pre-Operational Decommissioning Costs pursuant to Paragraph A of this Section or a distribution. pursuant to Section 8.02 hereof.

ART 1cLt V Consolidation, Mercer, Convevance Section 5.01. The Seabrook Participants Mav Consolidate or Merce on Certain Terms. Nothing in this Supplementary Pre-Operational Decommissioning Trust Agreement shall be interpreted to prevent any consolidation or merger of e.2y of the Seabrook Participants with, or into, any other entity or entities, or the conveyance or transfer of any of their respective rights, title and interest in the Unit end/or the trusts hereunder to any other entity or entities. Upon the sale or other transfer of all or part of a Participant's I

)

l I

l interest in the Unit, moneys in the trusts hereunder j established on behalf of the transferor Participant which relate to the transferred interest shall be transferred to successor trusts established on behalf of the transferee Participant.

Section 5.02. Other Successors. Nothing in this Supplementary Pre-Operational Decommissioning Trust Agreement shall be interpreted to prevent any of the Seabrook Participants from transferring their respective rights, title and interest in, and their obligations with respect to, the ,

Unit and/or the trusts hereunder to any agent, representative, authority, agency, commission or other entity or entities, authorized by applicable state and federal statutes or regulations to assume responsibility for the decommissioning of nuclear facilities.

ARTICLE VI The Trustee Section 6.01. Acceptance of Trusts: Certain Terms of f

the Trusts. The Trustee, for itself and its successors, hereby accepts the trusts created by this Supplementary Pre-Operational Decommissioning Trust Agreement and agrees to perform the same, but only upon the terms expressly herein set forth, including the following:

A. The Trustee makes no representations as to the value or condition of the trusts (or any part thereof) to achieve 1

l L______---__.__ _

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t 4 the purposes of this Supplementary Pre-Operational Decommissioning Trust Agreement and the trusts created herein.

B. The Trustee shall be exonerated from any and all '

liability arising with respect to the disposition of any moneys duly paid to the Managing Agent or others under any provision hereof.

C. .The Trustee may perform any duty hereunder eith2r

, directly or through its agents or attorneys.

D. The Trustee may, as an expense of administering the -

trusts, consult with legal counsel to be selected by it (who may be counsel for the Managing Agent or any of the Seabrook Participants), and the Trustee shall not be liable for any action taken or permitted by it in goed faith in accordance with the advice of such counsel.

E. The Trustee shall have the right, from time to time, to be reasonably compensated for all services rendered hereunder and to be reimbursed for all reasonable expenses incurred by it in the administration of the trusts created l

hereby. The compensation and reimbursements due to the Trustee shall be shown in bills subr.itted to the Managing Agent.

F. The Trustee shall segregate into separately identified accounts such portions of the trust funds held in e_____________ _ _ _ _ _ _ _ _ _ _ _ . - . _ _ _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - . - - - _ _ _ _ _ _ _ _ _ _ _ _ _ ________ _ ______ _ _______________ _ _ _

the name of a Seabrook Participant as the Managing Agent may direct.

G. The Managing Agent, as agent for the Participants, shall indemnify the Trustee against any liability it may sustain, in good faith and without negligence, in the performance of its duties hereander.

H. The Trustee shall maintain appropriate records of all deposits, investments and earnings thereon received by the trusts and all disbursements made from the trusts, and each month the Trustee shall provide te the Managing Agent a written statement of all transactions. In addition, the Trustee shall provide to the Managing Agent at least annually a report certifying as to the activity in each of the trusts over the period since the most recent report and the balances at the beginning and end of such period.

I. Each Seabrook Participant, and the agents of each shall have the right to review, inspect and audit the books and records of the Trustee relating to the trusts established on behalf of such Participant, provided that the expenses of l such review, inspection or audit shall be paid by the Seabrook Participant causing such review, inspection or audit j to be performed. The Managing Agent and its agents shall also have the authority to make such a review, inspection and l audit of any one or more of the trusts hereunder, in which case the expense shall be treated as an administration l

1

expense allocable to all the trusts hereunder or to the

< trusts reviewed, inspected or. audited as the Managing Agent (in its sole discretion) shall deem reasonable. All reviews, inspections and audits shall take place during normal business hours. Reasonable notice shall be given to the Trustee of any review, inspection or audit.

J. With respect to federal, state or local income taxes imposed on the trusts at the trust (rather than the Participant) level, the Trustee shall cause appropriate tax returns to be prepared and filed and shall submit a bill for .

such taxes to the Managing Agent on behalf of the Participants. The Participants shall be solely liable for the payment of such taxes and the Trustee shall have no liability therefor except to the extent of moneys received by the' Trustee in response to such bill. The Managing Agent shall, on a timely basis, orovide the Trustee with information, if any, not already in the Trustee's possession which is needed and requested with respect to the filing of such tax returns. The Trustee shall be exonerated from any and all liability resulting from the preparation and filing

~ of tax returns to the extent such liability arises from written information supplied to the Trustee by the Managing Agent or a Participant. With the concurrence of the Managing Agent, the Trustee shall have the right to challenge the obligation to make payment of any such taxes and shall have 1

1 the authority to settle any proceedings related to such taxes, and to receive refunds and take any other action necessary or appropriate in regard to taxes on the trusts.

K. The Trustee shall prepare and submit such applica-tions, reports and other documents as may be required by any governmental authority having jurisdiction over the trusts and performance of the trust obligations and activities specified by this Supplementary Pre-Operational Decommissioning Trust Agreement.

L. The Trustee shall have no obligation for any damage, ,

cost, cause of action, charge or other liability arising from the operation or financing of the Unit.

M. Without in any way limiting the powers and authority conferred upon the Trustee by other provisions of this l

Supplementary Pre-Operational Decommissioning Trust Agreement or by law, and to the extent not inconsistent with the investment guidelines of Exhibit B as then in e.ffect, the Trustee is expressly authorized and empowered as follows:

(1) To hold securities or other obligations in.the name of the Trustee or of any other person, firm or f corporation, without indication of any fiduciary capacity; (2) To give general or special proxies or powers of attorney (which may or may not be discretionary and with power of substitution) for voting or acting with l

l s

respect to' securities; to deposit securities with, or transfer them to, protective committees, voting I 1

trustees, or similar bodies; to join in any reorganiza-tion,'and to pay assessments or subscriptions called for in connection with securities held by the Trustee; y (3) To receive additions to the trusts and to hold and administer the same under the provisions hereof; (4) To compromise or submit to arbitration any tax, claim or matter in dispute; (5) To make any division or distribution of, or-payment from, the trusts, in kind by the fair and reasonable allotment and transfer of specific securities, at then current values, in lieu of cash, as a part or the whole of any one or more shares or payments; and (6) To credit particular receipts or gains, and to charge particular disbursements or losses or charges, to

~ income or to principal of the trusts or to apportion them between income and principal, whether such credits or charges relate to bonds acquired at a premium, to reserves or to any other matter, all as the Trustee considers fair and reasc ,Lle in each case.

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, 1 N. The Trustee shall not be liable for any acts, omissions or defaults of any agent (other than its officers and employees) or depositary appointed or selected by it with '

reasonable care or for any acts taken or not taken at the written direction of the Managing Agent. 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 negligence of such Trustee (or that of its officers and employees) . The officers and employees of the Trustee shall incur no individual liability in carrying out their duties hereunder.

Section 6.02. Pers0ns Elicible for ADoointment as Successor Trustee. Any Successor Trustee shall at all times be a corporation, bank or trust company having its principal office and place of business in the United States of America, with a combined capital and surplus of at least $100,000,000 and authorized under applicable laws to exercise corporate trust powers and subject to supervision or examination by appropriate federal or state authorities. If the Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining

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authority-referred to in this Section, then, for the purposes of this Section, the combined capital and surplus of the Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Whenever necessary to avoid or fill a vacancy in the office of the Trustee, the Managing Agent will, in the manner provided in Section 7.02, appoint a Trustee so that there shall at all times be a Trustee eligible under this Section.

Section 6.03. Mercer or Consolidation of the Trustee. Subject to the requirements of Section 6.02 hereof, any corporation into which the Trustee may be merged or with which it may be consolidated or any corporation resulting l from any merger or consolidation to which the Trustee shall be a party or any corporation to which substantially all the business and assets of the Trustee may be transferred, shall be the Trustee under this Supplementary Pre-Operational Decommissioning Trust Agreement, without further act.

ARTICLE VII Successor Trustee Section 7.01. Resignation and Removal. The Trustee may resign by giving at least six weeks' prior written notice to the Managing Agent, such resignation to become effective on the day specified in such notice, or upon the appointment of

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ i

o a successor and such successor's acceptance, whichever is later.

The Managing Agent may at any time remove the Trustee, with or without cause, upon at least six weeks prior written notice, such notice to be in the form of an Officer's Certificate declaring such removal and specifying the successor trustee appointed pursuant to Section 7.02.

Section 7.02. Appointment of Successor. In the event the Trustee resigns, is removed, or becomes incapable of acting or is adjudged a bankrupt or insolvent, or if a .

receiver of such entity or its property is appointed or a public officer takes charge or control of such entity or its property or affairs for the purpose of rehabilitation, conservation or liquidation, a vacancy shall be deemed to exist in the office of such Trustee, and a successor shall be appointed by the Managing Agent. Such appointment shall take effect upon acceptance as provided in Section 7.03.

If, in a proper case, no successor Trustee shall have been appointed pursuant to the foregoing provisions of this Section, or if appointed, shall not have accepted the appointment, within 60 days after (a) the effective date of the resignation of the Trustee, or (b) the occurrence of a vacancy in the office of the Trustee, a Participant may apply to a court of conpetent jurisdiction to appoint a successor Trustee.

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Section 7.03. Acceptance of Accointment by Successor Trustee. A successor Trustee appointed hereunder shall execute an instrument accepting such appointment and deliver one counterpart thereof to the Managing Agent and, if applicable, the court making such appointment. Thereupon, without any further act, such successor Trustee shall become vested with all the properties, rights, powers, trusts and duties of the retiring Trustee as originally named under this Supplementary Pre-Operational Decommissioning Trust Agree-ment.

Section 7.04. Duties of Retirina Trustee. Any Trustee who retires, resigns or is otherwise removed from office shall prepare and submit to the Managing Agent a final accounting with respect to the trusts established hereunder and, when requested by the successor Trustee in writing or by the Managing Agent, and upon payment of any lawful charges and disbursements, shall execute and deliver an instrument or instruments conveying and transferring to such successor Trustee all its properties, rights, powers, and trusts hereunder and shall duly assign, transfer and deliver to such successor Trustee all property and moneys held by it hereunder. The Trustee shall have the right to a judicial settlement of any final accounting before any appropriate court in the State of New Hampshire.

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ARTICLE VIII Distribution of Assets upon Termination Section 8.01. Transfer tc Luccessor' Trust. In the event that one or more of the decommissioning trusts established pursuant to this Supplementary Pre-Operational Decommissioning Trust Agreement is required or permitted by an action of any governmental authority having jurisdiction to be transferred to another trust or trusts in order to satisfy the purposes specified in Section 2.02, the Managing ,

Agent shall have the right, by written notice to the Trustee to elect to have such trust or trusts merged into such other trust or trusts. Upon the completion of such transfer, the specified trust shall terminate.

Section 8.02. Final Distribution. Any moneys remaining in a trust upon termination of the trust pursuant to Section 2.03 hereof shall be distributed by the Trustee to the Managing Agent for the benefit of the applicable Seabrook Participant, except as may be urberwise ordered by any governmental authority having jurisdiction over such distribution.

If any of the trusts created by this Supplementary Pre-operational Decommissioning Trust Agreement is finally determined to be void for any reason by a court or other governmental authority having jurisdiction, any portien of

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the trust property which cannot then be applied to achievement'of the purposes specified herein shall be distributed in the manner specified in this Section 8.02.

ARTICLE IX General Provisions Section 9.01. Sucolemental Trust Aareements. Subject to Section 2.03 hereof, this Supplementary Pre-Operational Decommissioning Trust Agreement may be amended or supplemented from time to time by the execution and delivery .

of one or more supplemental trust agreements by and between

.the Managing Agent and the Trustee, provided that the amendment or supplement has received any required approval or-acceptance by any governmental body having jurisdiction.

Section 9.02. No Imolied Obligations. This Supplementary Pre-Operational Decommissioning Trust Agreement shall not be interpreted to impose any duty, responsibility, obligation or liability upon the Trustee or the ' Managing Agent in addition to those duties, responsibilities, l l- obligations and liabilities which are imposed by law or o expressly specified in this instrument.

Section 9.03. Apolicable Law; Forum. This Supplementary Pre-Operational Decommissioning Trust Agreement and the trusts hereunder shall be governed by and construed in accordance with the laws of the State of New Hampshire.

s e. .

Any dispute concerning the interpretation or application of this supplementary Pre-Operational Decommissioning Trust Agreement, or the distribution of any of its assets shall be initiated only.in a state or federal court of competent subject matter jurisdiction located within the State of New Hampshire.

Section 9.04. Unenforceable Provisions. Any provision of this Supplementary Pre-Operational Decommissioning Trust Agreement which is prohibited or is determined te be unenforceable in any jurisdiction shall, as to nuch ,

jurisdiction, be ineffective to the extent of auch prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdic-tion.

Section 9.05. Written Chances and Notice _s. No term or provision of this Supplementary Pre-Operational Decommissioning Trust Agreement may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party or other person against whom enforcement of the change, waiver, discharge or termination is sought; and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

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Section 9.06. Counterparts. This Supplementary Pre-Operational Decommissioning Trust Agreement may be executed by'the parties hereto in separate counterparts, each of which

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when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

i' Section 9.07. Headinos. Pronouns. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

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A pronoun in the masculine gender shall include the-feminine and vice versa. t i

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IN WITNESS WHEREOF, the parties hereto have caused this {

Supplementary Pre-Operational Decommissioning Trust Agreement )

to be duly executed by their respective authorized officers j as of the date first above written. '

Canal Electric Company The Connecticut Light &

Power. Company EUA Power Corporation Hudson Light & Power Department Massachusetts Municipal Wholesale Electric Company Montaup Electric Company.

New. England Power Company New Hampshire Electric Cooperative, Inc. .

Public Service Company of New Hampshire Taunton Municipal Lichting Plant United Illuminating company.

Vermont Electric Generation &.

Transmission Cooperative, Inc.

By NEW HAMPSHIRE YANKEE DIVISION OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, as Agent By Tit 1e: frey,/,,-/-

FIRST NH INVESTMENT SERVICES CORPORATION, as Trustee O

By '

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Title:

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EXHIBIT A Ownershio Shares of the Seabrook Participants Participant Ownershio Share Canal Electric Company 3.52317%

Connecticut Light & Power Co. 4.05985%

EUA Power Corporation 12.1324%.

Hudson Light & Power Department 0.07737%

Mass. Municipal Wholesale Electric Co. 11.5934%

Montaup Electric Company 2.89989%

New England Power Company 9.95766%

New Hampshire Electric Cooperative 2.17391%

Public Service Company of New Hampshire 35.56942%'

Taunton Municipal Lighting Plant 0.10034%

United Illuminating Company 17.5%

Vermont Electric Generation &

Transmission Cooperative, Inc. 0.41259% ,

100%

=

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EXHIBIT B INVESTMENT GUIDELINES FOR THE St.tPPLEMENTARY PRE.OPER ATION AL DECOMMISSIONING TRUST AGREEMENT PURPOSE The purpose of these guidelines is to define the objectives and limitations on the Supplementary Pre Operational Decommissioning Trust.

OBJECTIVER

1. To assure safety of principal.

2. To retain liquidity to meet decommissioning costs beyond the requirements of the Pre Operational Decommissioning Trust Agreement.

RESPONSIBILITY The Trustee will be responsible for the administration of the Supplementary Pre.

Operational Decommissioning Trust, reporting to the Managing Agent, as required within the Supplementary Pre Operational Decommissioning Trust Agreement dated .

May 5. 1989, Article VI, Section 6.01, H.

PERMISSIBLE INVESTMENTS Investments shall be limited to the fo!!owing investment vehicles:

1. United States Government Zero Coupon Bonds more commonly referred to as Separate Trading of Registered Interest and Principal of Securities (STRIPS).

2. United States Government Money Market Fund.

RISK CONTROL

1. Maturity A. U.S. Government Zero Coupon Bonds The maturity of the portfolio shall be structured to satisfy the projected additional pre operational decommissioning costs beyond the requirements of the Pre Operational Decommissioning Trust A greement. See Exhibit C for maturity requirements.

B. U.S. Government Money Market Fund - The Fund must have assets of no less than $250 million with a dollar weighted average maturity of no more than 120 days.

2. The Prudent Man Rule is to apply at all times.

3. All U.S. Government Zero Coupon Bond settlements must be delivery versus payments. Such securities may be delivered to a third party as mutually agreed to between the Trustee and the Managing Agent.

4. Recognizing the long term nature of the portfolio and its investment objective, active management of these securities can only be effected by direct authorization from the Managing Agent.

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... n EXHIBIT C

]

PRE-OPERATIONAL DECOhLMISSIONING COSTS BEYOND THE REQUIREMENTS OF THE PRE-OPERATIONAL DECOMMISSIONING TRUST AGREEMENT SCHEDULE OF UNITED STATES COVERNMENT ZERO COUPON BOND MATURITY REQUIREMENT a.

Supplementary Pre Operational Pre Operational Decommissioning Decommissioning 8 Yfar Trust Trust M i 5 14,018,650 $14,018,650 2 6,736,673 6,736,673 3 1,773,467 1,773,467 4 1,835,538. 1,835,538 5 2,184,999 2,!84,999 6 1,966,274 1,966,274 7 2,035,094 2,035,094 8 2,106,322 2,106,322 9 2,180,043 2,180,043 10 2,256,345 2,256,345 11 2,335,317 2,335,317 .

12 1,756,899 5 660,154 2,417,053 13 1,161,169 1,340,481 2,501,650 14 1,127,349 1,461,858 2,589,207 15 1,094,514 1,585,316 2,679,830 16 1,062,635 1,710,989 2,773,624 17 1,031,684 1,839,017 2,870,701 18 1,001,635 1,969,540 2,971,175 19 972,461 2,102,705 3,075,166' 20 944,137 2,238,660 3,182,797 21 916,638 2,377,557 3,294,195 22 889,940 2,519,552 3,409,492 23 864,019 2,664,805 - 3,528,824 24 838,854 2,813,479 3,652,333-25 814,421 2,965,743 3,780,164 26 790,700 3,121,770 3,912,470 27 767,670 3,281,737 4,049,407

i. 28 16.663.009 .5.610.150 22.273.159

$72.126.456 140.263.513 5112.389.969 1

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,i SEABROOK SUPPLEMENTARY; PRE-OPERATIONAL F..

DECOMMISSIONING TRUST AGREEMENT 1

INDEX.

E Pace

, . ARTICLE ' I:: DEFINITIONS

. 1.01 -Defined Terms ...................................... = <4

. ARTICLE II: IDENTIFICATION, NATURE AND

. DURATION OF THE TRUSTS 2.01 Identification of Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . - 6-2.02 Nature and' Purpose ................................. 7 2.03f. Duration; Amendment ................................ 8 ARTICLE III: THE MANAGING AGENT

3.01 Description Ef. Agency .............................. 9-3.02 ' Replacement of' Managing Agent ...................... 9 ARTICLE IV: SUPPLEMENTARY PRE-OPERATIONAL DECOMMISSIONING TRUST FUNDS 4.01' Deposits to Supplementary Pre-Operational Decommissioning Trusts:........................... 10 4.02- Management of Trust Moneys ......................... 12 4.03 Withdrawal of Trust Moneys'......................... 13 ARTICLE V: CONSOLIDATION, MERGER, CONVEYANCE

' 5.01 The Seabrook Participants May Consolidate or Merge on Certain Terms'................................. 15' 5.02 Other Successors ................................... 16 ARTICLE VI: THE TRUSTEE 6.01 Acceptance of Trusts; Certain Terms of the Trusts .. 16 6.02 Persons Eligible for Appointment as Successor Trustee ................................ 22 .

6.03 Merger or. consolidation of the Trustee ............. 23 ARTICLE.VII: SUCCESSOR TRUSTEE

. 7.01 Resignation and Removal ........................... 23 7.02 . Appointment of Successor .......................... 24 7.03 Acceptance of Appointment by Successor Trustee ..... 25 j 7.04 Duties of Retiring Trustee ......................... 25

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r ARTICLE VIII: DISTRIBUTION OF ASSETS UPON TERMINATION q 8.01 Trans fer to : Sur:cessor Trust . . . . . . . . . . . . . . . . . . . . . . . . 26 8.02 Final Distribution .................... ............ 26 .

ARTICLE'IX: GENERAL PROVISIONS 9.01. Supplemental Trust Agreements ...................... 27' 9.02 No Implied Obligations ............................. 27 9.03. Applicable Law; Forum ..............................'27-9.04 Unenforceable Provisions .......................... 28 9.05- Written Changes and Notices ........................ 28' f 9.06 Counterparts ....................................... 29 9.07 Headings, Pronouns ................................. 29 SCHEDULE OF EXHIBITS:

Exhibit A: Ownership Shares of the Seabrook Participants Exhibit B: Investment Guidelines for the Supplementary .

Pre-Operational Decommissioning Trust Agreement Exhibit C: Pre-Operational Decommissioning Costs Beyond the Requirements of the Pre-Operational Decommissioning Trust Agreement -- Schedule of United States Government Zero Coupon Bond Maturity Requirement jedtrata.nh 1

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